Hornby Hobbies TradingTerms
Dated: 2nd January 2024
Hornby Hobbies Limited TradingTerms
The following Conditions are applicable to all ordersfrom Customers of HornbyHobbies Limited. These are the onlyterms upon which Hornby HobbiesLimited will undertake business. They supersede all previous writtenor oral agreements.Definitions and Interpretations
1. The definitions set out in this clause apply to these Conditions:"Business Day" means a day (otherthan a Saturday, Sunday or public holiday) when banks in London are open for business.
“Carriage Paid”means the initialdelivery costs of despatching the Goods to the Customer's site within the UK as specified in the order areincurred by the Company at the discretion of the Company.
“Company” means Hornby HobbiesLimited, registered in the UnitedKingdom with companynumber 02065081.
“Conditions” means these trading terms and conditions and the schedules.
"Contract" means the contract betweenthe Company and the Customerfor the sale and purchase of Goods in accordance with these Conditions.
“Consumer” means to the purchaserof product from the Retailer.
"Customer"means the person or organisation that accepts a quotation of the Companyfor the sale ofthe Goods or whose order for the Goods is accepted by the Company.
“Default event”constitutesa breach of these Conditions and results in a review of the event by the Company with the Customer and theCompany reserves the right to take measures it thinks appropriate.
"Goods" means the Hornby Brands products or any part of them supplied to a Customerin accordance with these Conditions.
"Group" means the Company,its parent company and any subsidiary of theCompany or its parent company from time to time or any of them.
“Hornby Brands” meansbrands owned by the Group and brands which are registered trademarks of theGroup including (withoutlimitation) Hornby Hobbies,Hornby Plc, Scalextric, Corgi, Airfix, Humbrol, Pocher, Electrotren, Arnold,Jouef, Rivarossi and Lima.
“Nominated Carriers”are deliveryintermediaries selected by the Company for thedespatch of Goods to the Retailer.
“Original Packagingand Labelling” means the authentic wrappings and encasing of Goods as supplied in thefirst instance by the Company.
"Product" means the Value Add Products and theStandard Products collectively, as set out in Schedule1 and, where the contextrequires, any products ordered by and supplied to the Retailer.
"Recommended Retail Price" / "RRP" means the recommended price for sale of individual Products from Retailer to Consumer, as provided in writing bythe Company from time to time.
"Retailer" means a Customer of the Company.
"Standard Product" means any product whichdoes not requirethe Retailer to investin pre-sales activityor knowledge or other value add, and as further set out in Schedule 1,Part B.
"Value Add Product" means any product which requires the Retailer to invest in pre-sales activityor knowledge or other value add, and as further set out in Schedule 1,Part A.
“Year” means a 12 month period commencing on the 1 Januaryin each calendar year and each 12 month period thereafter.
“Year” means a 12 month period commencing on the 1 Januaryin each calendar year and each 12 month period thereafter.
Basis of Contract
1. The Company shall sell and the Customer shall purchase the Goods in accordance with any written quotation of the Company that is accepted by the Customer or any written order of the Customer that is accepted by the Company, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions that are purported to apply.
2. Once an order has been accepted the Contract shall come into existence. An order shall only be deemed accepted when the Company issues a written acceptance. No Contract may be cancelled or modified by the Customer except with the written agreement of the Company and the Customer shall indemnify and hold harmless the Company against any losses incurred by the Company (including but not limited to loss of profit, costs, damages, charges and expenses) as a result of any breach of this Condition.
Customer Profit Margin
3. Customer profit margin is set at maximum of 33% for Airfix and Humbrol and 33.33% for all other brands, based on RRP with the exception of certain sets which are subsidised to generate new Customers into the hobby .
Initial Orders
4. The first initial order must reach a minimum of £500 of product available for immediate delivery.
Subsequent Orders
5. The Customer acknowledges that all orders for supply of Goods are accepted subject to availability and the Company accepts no liability for late delivery or non-delivery. The company can decrease the quantity to be provided up until the day of despatch if market conditions require it.
6. All orders are subject to Value Added Tax at the current applicable rate.
7. Customers are expected to achieve annual sales in excess of £2000 per annum.
8. The Company reserves the right not to accept any order at its sole discretion.
Pricing
9. All prices are subject to alteration without notice and orders will only be accepted as multiples of the minimum quantities stated on the price list.
10. Once informed of any price changes, the Customer will have the option to amend or cancel their order.
11. The Company may amend an order to the nearest set multiple of the item per the order form without giving rise to a right of cancellation.
12. The Company may, from time to time, offer products at specially discounted prices. Once placed, orders for these products may not be cancelled, amended or returned and will not be entitled to any further discounts.
13. Promotional pricing will only apply to Goods ordered within the promotional period. Any existing orders for promotional items that have been placed outside the promotional period will be charged at the price
prevailing at the point of order.
14. Where a Value Add Product is launched for sale to Consumers in the European Union for the first time, the Retailer will for a period of six (6) weeks from such launch not advertise, offer for sale or sell that Value Add Product at a discount greater than 10% of the Recommended Retail Price. Retailers will be given prior notification of the first delivery date for a Value Add Product which is due to be launched. Until the launch
period of six (6) weeks has expired, the Company reserves the right to withhold supplies from any dealer who does not comply with this policy, including the cancellation of any orders already place
Title and Risk
15. Risk in the Goods shall pass to the Customer on completion of delivery.
16. Title to all Goods shall remain with the Company until payment has been received in full by the Company for the Goods and any other Goods supplied to the Customer by the Company. Title to the Goods shall pass when payment for all of the Goods has been received in full.
17. Until title has passed to the Customer, the Company is entitled to recall all Goods for which payment is outstanding.
18. Until title has passed to the Customer, the Customer shall to insure the Goods and ensure they are kept by the Customer as the Company’s fiduciary agent and bailee separate from those of the Customer and third
parties and properly stored, protected and identified as the Company’s property. The Company reserves the right to inspect any Customer’s policy of insurance and inspect the Goods in question to ensure they are kept in a safe and appropriate environment. Only Goods removed in a condition suitable for immediate resale will count towards any arrears on account.
19. The Company reserves the right to repossess any Goods supplied to the Customer which remain the Company’s property hereunder and thereafter to resell the same; and for this purpose the Customer hereby grants an irrevocable right to the Company through its servants and agents to enter upon all any premises on which such Goods may be and remove the same. It is further agreed and declared that the Company shall be entitled to take and remove Goods supplied by the Company to the value of arrears on account whether such Goods have been paid for or not. This right shall continue notwithstanding termination of the Contract for any reason whatsoever.
Intellectual Property
20. Goods may be the subject of patents and registered designs in Great Britain and other countries and/or European or worldwide jurisdictions. The Company reserves the right to withdraw or to modify the design or specification of any item without notice at any time.
21. All trade names, images (whether for advertising or any other purpose) and logos used or supplied by the Company are the property of and are owned solely and exclusively by the Company or its Group. No Retailer or third party is permitted to use such items without written consent of the Company. Any unauthorised use or publication is a Default event. The Retailer shall not acquire or attempt to acquire any right, title or interest in the Hornby Brands, including without limitation registered and unregistered trademarks, nor apply for
registration or seek to obtain ownership of the trademarks or any other intellectual property rights.
22. No intellectual property rights in the products or any publicity or other material pass under these Conditions or any Contract.
Delivery
23. Delivery is from our site, and is Carriage Paid where the order value exceeds £250. At the Company’s discretion shipments may be made for orders below £250 but where a request is made by the Retailer a £15 administration charge will be made.
24. Whilst the Company will use its reasonable endeavours to meet any estimated or requested dates for delivery, time shall not be of the essence of delivery and the Company shall not be liable for any loss or damage or expense (including consequential, economic, or other indirect loss or damage including loss of profits) whatsoever or howsoever arising from delay in delivery, or for failure to deliver.
25. The Company reserves the right to deliver orders by whatever method it deems appropriate, and in separate instalments if required.
26. The Customer must inform the Company in writing of any change in address. Without written proof the Company will not entertain any claim for wrongly delivered or lost in transit.
Returns, Damage and Shortage Claims
27. No claim for damage will be accepted unless notification is received in writing within 72 hours of the receipt of the Goods. All Goods claimed to be damaged must be returned to the Company along with a Returns Note provided by the Company. A returns note can be obtained from customerservices.uk@hornby.com. Goods will not be accepted without this paperwork.
28. Returns should be addressed and sent to Returns Department, Hornby Hobbies Ltd, Units 5-10 Lakesview Business Park, Sparrow Way, Hersden, Kent CT3 4JH with the Returns Note included.
29. Shortages must be notified in writing within 24 hours of receipt to customerservices.uk@hornby.com. Until acknowledged by the Company shortages are not confirmed.
30. The Company will not ‘swap’ products and does not operate a ‘sale or return’ policy.
31. Any items returned that are not faulty will be returned to the Retailer and the carriage cost charged to the Retailer’s account.
32. These terms do not affect the Customer’s statutory rights.
Warranty
33. The Company will provide a 12 month warranty from date of purchase by the Consumer if the following conditions are met: a. proof of purchase by the Consumer must be provided;
b. the item must have been purchased from the Company, by the Customer, within 60 months of the sale to the Consumer;
c. the return must come back through the original Retailer and not direct to the Company;
d. the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Hornby’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without approval; and
e. the decision to repair or replace will solely be the decision of the Company.
Invoicing
34. The Customer shall have 7 days from receipt of invoice to raise any disputes regarding pricing, after this time the invoice will be deemed to have been accepted.
Payment
35. Payment for a Customer's first order is required on placement of the order, and must be paid in full prior to delivery. Thereafter payment for subsequent orders is to be received on or before the 30th of the month following the invoice date.
Late Payment and Overdue accounts
36. An account becomes overdue when payment has failed to be made in full by the 30th day following the month of invoice.
37. Overdue accounts will be immediately charged a £250 administration fee.
38. Overdue accounts will then become liable for an interest charge on the outstanding amount payable at the rate of 2% per month, accruing from the due date for payment as per the original invoice.
39. If payments are not made in full by their due date, the Company reserves the right to cancel all uncompleted and outstanding orders and credit facilities and any right to discount or special terms of purchase and/or to withhold deliveries of further Goods; and the Customer shall immediately become liable to pay the full value of the Goods already delivered.
Disputes
40. Should a dispute arise between the Company and the Customer, for any reason, the account will be put on hold until the dispute is resolved.
41. During this period, the customer has the right to pay for goods on a cash basis at full SSP only. These goods will be despatched once the dispute is resolved.
Internet Sales
42. All images, videos and content used for or in connection with the Goods must be from the authorised Hornby Brands asset bank.
Company Image
43. The Company strives to set the highest standards of excellence, quality, and professionalism in all aspects of the Company. The Company requires an equal commitment from Retailers to maintain excellent standards. If in the view of the Company any activity of a Retailer causes damage to these standards, the Company may treat such activity as a Default event.
44. It is a requirement that all Retailers resell all Goods (including, but not limited to, components) only in their Original Packaging and Labelling and (without limitation) any repackaging or division of boxes is not permitted. This is the only way that the Company can guarantee the integrity of product to the Consumer.
45. The Company reserves the right to perform an audit of these quality standards at any time, for the purpose of confirming compliance with these Conditions.
46. Customers are expected to maintain a minimum of one (1) sales outlets for trading by means that involve the conclusion of contracts for sales of the Products in physical sales outlets operated by the Retailer . For the avoidance of doubt, Retailers are able to trade from online sales outlets in addition to physical sales outlets.
Updates to these Conditions
47. These Conditions may be amended by the Company from time to time. When the Company makes such an amendment, the Company shall provide Customers with notice of the amended Conditions, such notice to be given by: (i) distribution via Trade News ; or (ii) post to the Customer’s address as notified to Company
("Notice"); in each case such Notice will be deemed to be served two (2) Business Days after postage or display of the Notice.
48. After the date of service of a Notice:
a. where a Customer continues to place orders with the Company that shall be deemed to constitute acceptance of the amended Conditions; and
b. the amended Conditions shall apply to all orders submitted by the Customer after the date of service of the Notice PROVIDED THAT orders submitted prior to the date of service of the Notice shall remain subject to the Conditions applicable at the time of the relevant order.
Default Events
49. If any Default event occurs, the Company may in its sole discretion impose one or more of the following sanctions, with which the Customer hereby agrees to comply; a. suspension of the Retailer’s account for 10 Business Days while an investigation is carried out;
b. a fine of £1,000. If unpaid after 7 Business Days, the amount will be treated as a debt;
c. the Company may refuse to supply further orders to the Retailer;
d. requirement that the Retailer make payment or reimbursement for any losses (including but not limited to consequential losses) and damage (including third party claims) incurred by the Company as a consequence of the Default event; and
e. immediate termination of any Contract with the Customer and refusal (at the Company's sole discretion) to accept any future orders placed by it.
Termination
50. The Company reserves the right to terminate the Contract with immediate effect on written notice if:
a. the Customer commits a material breach of any of its obligations under these Conditions which if
remediable is not remedied within 30 days' of the terminating party's written request to cure the breach;
b. the Customer fails to pay any sum due and payable by it under these Conditions within 15 days' of the terminating party's written request;
c. the Customer goes into liquidation, has an administrator, administrative receiver, receiver or manager appointed over the whole or any part of its assets or business, makes any composition or arrangement with its creditors generally, becomes insolvent or ceases trading, or if it threatens to do any of the foregoing; or
d. the Customer's financial position deteriorates to such an extent that in the Company's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
51. Upon termination, the Customer;
a. shall not be entitled to claim any compensation or damages from the Company;
b. shall not be entitled to return or receive refunds for any stock it has purchased from the Company.
Limitation of liability
52. The Company's liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this Condition provided that nothing in these Conditions shall limit the Company's liability for: a. death or personal injury caused by the Company's negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
d. defective products under the Consumer Protection Act 1987; or
e. any other matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
53. Subject to the clauses above, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. The Company will not be liable (whether caused by its
employees, agents or otherwise) in connection with the Goods, for: any indirect, special or consequential loss, damage, costs, or expenses; and/or
f. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
g. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
h. any losses caused directly or indirectly by any failure or breach by the Customer or its employees, agents or subcontractors in relation to the Customer's obligations; and/or
i. any loss relating to the choice of the Goods and how they will meet the Customer's purpose or the use by the Customer of the Goods supplied.
Entire Agreement
54. The Contract (which for the avoidance of doubt incorporates these Conditions) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
55. Each party agrees that it shall have not remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any
statement in the Contract.
No Waiver
56. No waiver by the Company of any breach of these Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
Severance
57. If one or more of these Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Conditions (which will remain valid and enforceable).
Inducements
58. No gratuities, gifts or offers of inducement of any kind shall be offered or given to any employee of the Company without the express permission of the Chief Executive or Chairman of the Company. If any Customer shall make any offer to an employee of the Company, the Company reserves the right to sever any obligations to the Customer with immediate effect and without notice, and any financial deficiency suffered as a result of the Customer’s acts by the Company shall be indemnified by the Customer.
59. Any concessions or waivers by the Company to the Customer at any time shall not prejudice the exercise of the Company of its rights under these Conditions.
Third party rights
60. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms
Assignment
61. The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
62. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
Law and Jurisdiction
63. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
64. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
1. The Company shall sell and the Customer shall purchase the Goods in accordance with any written quotation of the Company that is accepted by the Customer or any written order of the Customer that is accepted by the Company, subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions that are purported to apply.
2. Once an order has been accepted the Contract shall come into existence. An order shall only be deemed accepted when the Company issues a written acceptance. No Contract may be cancelled or modified by the Customer except with the written agreement of the Company and the Customer shall indemnify and hold harmless the Company against any losses incurred by the Company (including but not limited to loss of profit, costs, damages, charges and expenses) as a result of any breach of this Condition.
Customer Profit Margin
3. Customer profit margin is set at maximum of 33% for Airfix and Humbrol and 33.33% for all other brands, based on RRP with the exception of certain sets which are subsidised to generate new Customers into the hobby .
Initial Orders
4. The first initial order must reach a minimum of £500 of product available for immediate delivery.
Subsequent Orders
5. The Customer acknowledges that all orders for supply of Goods are accepted subject to availability and the Company accepts no liability for late delivery or non-delivery. The company can decrease the quantity to be provided up until the day of despatch if market conditions require it.
6. All orders are subject to Value Added Tax at the current applicable rate.
7. Customers are expected to achieve annual sales in excess of £2000 per annum.
8. The Company reserves the right not to accept any order at its sole discretion.
Pricing
9. All prices are subject to alteration without notice and orders will only be accepted as multiples of the minimum quantities stated on the price list.
10. Once informed of any price changes, the Customer will have the option to amend or cancel their order.
11. The Company may amend an order to the nearest set multiple of the item per the order form without giving rise to a right of cancellation.
12. The Company may, from time to time, offer products at specially discounted prices. Once placed, orders for these products may not be cancelled, amended or returned and will not be entitled to any further discounts.
13. Promotional pricing will only apply to Goods ordered within the promotional period. Any existing orders for promotional items that have been placed outside the promotional period will be charged at the price
prevailing at the point of order.
14. Where a Value Add Product is launched for sale to Consumers in the European Union for the first time, the Retailer will for a period of six (6) weeks from such launch not advertise, offer for sale or sell that Value Add Product at a discount greater than 10% of the Recommended Retail Price. Retailers will be given prior notification of the first delivery date for a Value Add Product which is due to be launched. Until the launch
period of six (6) weeks has expired, the Company reserves the right to withhold supplies from any dealer who does not comply with this policy, including the cancellation of any orders already place
Title and Risk
15. Risk in the Goods shall pass to the Customer on completion of delivery.
16. Title to all Goods shall remain with the Company until payment has been received in full by the Company for the Goods and any other Goods supplied to the Customer by the Company. Title to the Goods shall pass when payment for all of the Goods has been received in full.
17. Until title has passed to the Customer, the Company is entitled to recall all Goods for which payment is outstanding.
18. Until title has passed to the Customer, the Customer shall to insure the Goods and ensure they are kept by the Customer as the Company’s fiduciary agent and bailee separate from those of the Customer and third
parties and properly stored, protected and identified as the Company’s property. The Company reserves the right to inspect any Customer’s policy of insurance and inspect the Goods in question to ensure they are kept in a safe and appropriate environment. Only Goods removed in a condition suitable for immediate resale will count towards any arrears on account.
19. The Company reserves the right to repossess any Goods supplied to the Customer which remain the Company’s property hereunder and thereafter to resell the same; and for this purpose the Customer hereby grants an irrevocable right to the Company through its servants and agents to enter upon all any premises on which such Goods may be and remove the same. It is further agreed and declared that the Company shall be entitled to take and remove Goods supplied by the Company to the value of arrears on account whether such Goods have been paid for or not. This right shall continue notwithstanding termination of the Contract for any reason whatsoever.
Intellectual Property
20. Goods may be the subject of patents and registered designs in Great Britain and other countries and/or European or worldwide jurisdictions. The Company reserves the right to withdraw or to modify the design or specification of any item without notice at any time.
21. All trade names, images (whether for advertising or any other purpose) and logos used or supplied by the Company are the property of and are owned solely and exclusively by the Company or its Group. No Retailer or third party is permitted to use such items without written consent of the Company. Any unauthorised use or publication is a Default event. The Retailer shall not acquire or attempt to acquire any right, title or interest in the Hornby Brands, including without limitation registered and unregistered trademarks, nor apply for
registration or seek to obtain ownership of the trademarks or any other intellectual property rights.
22. No intellectual property rights in the products or any publicity or other material pass under these Conditions or any Contract.
Delivery
23. Delivery is from our site, and is Carriage Paid where the order value exceeds £250. At the Company’s discretion shipments may be made for orders below £250 but where a request is made by the Retailer a £15 administration charge will be made.
24. Whilst the Company will use its reasonable endeavours to meet any estimated or requested dates for delivery, time shall not be of the essence of delivery and the Company shall not be liable for any loss or damage or expense (including consequential, economic, or other indirect loss or damage including loss of profits) whatsoever or howsoever arising from delay in delivery, or for failure to deliver.
25. The Company reserves the right to deliver orders by whatever method it deems appropriate, and in separate instalments if required.
26. The Customer must inform the Company in writing of any change in address. Without written proof the Company will not entertain any claim for wrongly delivered or lost in transit.
Returns, Damage and Shortage Claims
27. No claim for damage will be accepted unless notification is received in writing within 72 hours of the receipt of the Goods. All Goods claimed to be damaged must be returned to the Company along with a Returns Note provided by the Company. A returns note can be obtained from customerservices.uk@hornby.com. Goods will not be accepted without this paperwork.
28. Returns should be addressed and sent to Returns Department, Hornby Hobbies Ltd, Units 5-10 Lakesview Business Park, Sparrow Way, Hersden, Kent CT3 4JH with the Returns Note included.
29. Shortages must be notified in writing within 24 hours of receipt to customerservices.uk@hornby.com. Until acknowledged by the Company shortages are not confirmed.
30. The Company will not ‘swap’ products and does not operate a ‘sale or return’ policy.
31. Any items returned that are not faulty will be returned to the Retailer and the carriage cost charged to the Retailer’s account.
32. These terms do not affect the Customer’s statutory rights.
Warranty
33. The Company will provide a 12 month warranty from date of purchase by the Consumer if the following conditions are met: a. proof of purchase by the Consumer must be provided;
b. the item must have been purchased from the Company, by the Customer, within 60 months of the sale to the Consumer;
c. the return must come back through the original Retailer and not direct to the Company;
d. the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Hornby’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without approval; and
e. the decision to repair or replace will solely be the decision of the Company.
Invoicing
34. The Customer shall have 7 days from receipt of invoice to raise any disputes regarding pricing, after this time the invoice will be deemed to have been accepted.
Payment
35. Payment for a Customer's first order is required on placement of the order, and must be paid in full prior to delivery. Thereafter payment for subsequent orders is to be received on or before the 30th of the month following the invoice date.
Late Payment and Overdue accounts
36. An account becomes overdue when payment has failed to be made in full by the 30th day following the month of invoice.
37. Overdue accounts will be immediately charged a £250 administration fee.
38. Overdue accounts will then become liable for an interest charge on the outstanding amount payable at the rate of 2% per month, accruing from the due date for payment as per the original invoice.
39. If payments are not made in full by their due date, the Company reserves the right to cancel all uncompleted and outstanding orders and credit facilities and any right to discount or special terms of purchase and/or to withhold deliveries of further Goods; and the Customer shall immediately become liable to pay the full value of the Goods already delivered.
Disputes
40. Should a dispute arise between the Company and the Customer, for any reason, the account will be put on hold until the dispute is resolved.
41. During this period, the customer has the right to pay for goods on a cash basis at full SSP only. These goods will be despatched once the dispute is resolved.
Internet Sales
42. All images, videos and content used for or in connection with the Goods must be from the authorised Hornby Brands asset bank.
Company Image
43. The Company strives to set the highest standards of excellence, quality, and professionalism in all aspects of the Company. The Company requires an equal commitment from Retailers to maintain excellent standards. If in the view of the Company any activity of a Retailer causes damage to these standards, the Company may treat such activity as a Default event.
44. It is a requirement that all Retailers resell all Goods (including, but not limited to, components) only in their Original Packaging and Labelling and (without limitation) any repackaging or division of boxes is not permitted. This is the only way that the Company can guarantee the integrity of product to the Consumer.
45. The Company reserves the right to perform an audit of these quality standards at any time, for the purpose of confirming compliance with these Conditions.
46. Customers are expected to maintain a minimum of one (1) sales outlets for trading by means that involve the conclusion of contracts for sales of the Products in physical sales outlets operated by the Retailer . For the avoidance of doubt, Retailers are able to trade from online sales outlets in addition to physical sales outlets.
Updates to these Conditions
47. These Conditions may be amended by the Company from time to time. When the Company makes such an amendment, the Company shall provide Customers with notice of the amended Conditions, such notice to be given by: (i) distribution via Trade News ; or (ii) post to the Customer’s address as notified to Company
("Notice"); in each case such Notice will be deemed to be served two (2) Business Days after postage or display of the Notice.
48. After the date of service of a Notice:
a. where a Customer continues to place orders with the Company that shall be deemed to constitute acceptance of the amended Conditions; and
b. the amended Conditions shall apply to all orders submitted by the Customer after the date of service of the Notice PROVIDED THAT orders submitted prior to the date of service of the Notice shall remain subject to the Conditions applicable at the time of the relevant order.
Default Events
49. If any Default event occurs, the Company may in its sole discretion impose one or more of the following sanctions, with which the Customer hereby agrees to comply; a. suspension of the Retailer’s account for 10 Business Days while an investigation is carried out;
b. a fine of £1,000. If unpaid after 7 Business Days, the amount will be treated as a debt;
c. the Company may refuse to supply further orders to the Retailer;
d. requirement that the Retailer make payment or reimbursement for any losses (including but not limited to consequential losses) and damage (including third party claims) incurred by the Company as a consequence of the Default event; and
e. immediate termination of any Contract with the Customer and refusal (at the Company's sole discretion) to accept any future orders placed by it.
Termination
50. The Company reserves the right to terminate the Contract with immediate effect on written notice if:
a. the Customer commits a material breach of any of its obligations under these Conditions which if
remediable is not remedied within 30 days' of the terminating party's written request to cure the breach;
b. the Customer fails to pay any sum due and payable by it under these Conditions within 15 days' of the terminating party's written request;
c. the Customer goes into liquidation, has an administrator, administrative receiver, receiver or manager appointed over the whole or any part of its assets or business, makes any composition or arrangement with its creditors generally, becomes insolvent or ceases trading, or if it threatens to do any of the foregoing; or
d. the Customer's financial position deteriorates to such an extent that in the Company's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
51. Upon termination, the Customer;
a. shall not be entitled to claim any compensation or damages from the Company;
b. shall not be entitled to return or receive refunds for any stock it has purchased from the Company.
Limitation of liability
52. The Company's liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this Condition provided that nothing in these Conditions shall limit the Company's liability for: a. death or personal injury caused by the Company's negligence, or the negligence of its employees, agents or subcontractors (as applicable);
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
d. defective products under the Consumer Protection Act 1987; or
e. any other matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
53. Subject to the clauses above, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. The Company will not be liable (whether caused by its
employees, agents or otherwise) in connection with the Goods, for: any indirect, special or consequential loss, damage, costs, or expenses; and/or
f. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or
g. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
h. any losses caused directly or indirectly by any failure or breach by the Customer or its employees, agents or subcontractors in relation to the Customer's obligations; and/or
i. any loss relating to the choice of the Goods and how they will meet the Customer's purpose or the use by the Customer of the Goods supplied.
Entire Agreement
54. The Contract (which for the avoidance of doubt incorporates these Conditions) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises,
assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
55. Each party agrees that it shall have not remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any
statement in the Contract.
No Waiver
56. No waiver by the Company of any breach of these Conditions by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
Severance
57. If one or more of these Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Conditions (which will remain valid and enforceable).
Inducements
58. No gratuities, gifts or offers of inducement of any kind shall be offered or given to any employee of the Company without the express permission of the Chief Executive or Chairman of the Company. If any Customer shall make any offer to an employee of the Company, the Company reserves the right to sever any obligations to the Customer with immediate effect and without notice, and any financial deficiency suffered as a result of the Customer’s acts by the Company shall be indemnified by the Customer.
59. Any concessions or waivers by the Company to the Customer at any time shall not prejudice the exercise of the Company of its rights under these Conditions.
Third party rights
60. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms
Assignment
61. The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
62. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
Law and Jurisdiction
63. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
64. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Schedule 1
Part A – Value Add Products
The list of Value Add Products is as follows:
Hornby |
Hornby International (including Jouef, Arnold, Electrotren, Lima, Rivarossi) |
Scalextric |
Micro Scalextric |
Airfix |
Pocher |
Arnold |
Electrotren |
Jouef |
Lima |
Rivarossi |
|
Schedule 1
PartB –Standard Products
The list of Standard Products is as follows:
Humbrol |
Corgi |