GENERAL
1.1 We issue our price lists and accept all orders subject to the following conditions. All other terms, conditions or warranties whatsoever are excluded from the contract or any variation thereof unless expressly accepted by us in writing.
1.2 If any statement or representation has been made to the Customer by us, our servants or agents upon which the Customer relies other than in our price lists or our acknowledgement of order then the Customer must set out that statement or representation in a document to be attached to or endorsed on the order and in any such case we may confirm, reject or clarify the point and submit a new price.

AVAILABILITY
2 To ensure prompt and efficient delivery, orders can only be supplied in the standard packs as shown in our price list and catalogue and we reserve the right to substitute and alter the packs or the specifications according to availability. No claim can be entertained as a result of substitutions and/ or alterations to the packs or their specifications and we shall incur no liability in respect of any such claim, unless received by us in writing within seven days after the delivery of the substituted or altered pack specifications.

MODIFICATION
3 We reserve the right to effect minor modifications to the specifications of our products, with or without prior notice, provided such modifications do not in our opinion affect the function or quality of the product.

DELIVERY
4.1 Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right either to cancel the order or to seek damages whether in respect of consequential loss, loss of profit or otherwise, for failure for any cause to meet any time stated.
4.2 No claim for non-delivery can be entertained and we shall incur no liability in respect of any such claim unless received by us in writing within 14 days of the invoice date.
4.3 Owing to difficulty in producing exact quantities of non-standard goods on limited production runs we reserve the right to deliver and the Customer shall accept in satisfaction of our contractual obligation pursuant to the order plus or minus 10% of the order quantity unless specific prior written agreement has been made to the contrary. The Customer shall pay the contract rate for the quantity of goods delivered.

RISK AND TITLE
5.1 Risk shall pass to the Customer so that the Customer is responsible for all loss, damage or deterioration to the Goods:-
5.1.1 If we deliver the Goods by our own transport or, in accordance with a specific contractual obligation, arrange transport for the Goods, at the time when the Goods or a relevant part thereof arrive at the place of delivery, or
5.1.2 in all other circumstances at the time when the Goods or a consignment or other part thereof leave our premises, and
5.1.3 the Customer shall accordingly arrange insurance unless we have specifically agreed in writing to arrange insurance of the Goods.
5.2 Title to the Goods or any relevant part thereof shall only pass to the Customer upon the happening of any one of the following events:-
5.2.1 the Customer has paid the company all sums due from it to the company under this Contract and under all other contracts between the company and the Customer including (for avoidance of doubt) any sums due under the contracts made after this Contract whether or not the same are immediately payable, or
5.2.2 when we serve on the Customer notice in writing specifying that title in the Goods or such part thereof has passed.
5.3 We may recover Goods in respect of which title has not been passed to the Customer at any time and the Customer hereby licenses us, our officers, employees and agents to enter upon any premises of the Customer for the purpose either of satisfying ourselves that Condition 5.4 below is being complied with by the Customer or recovering any Goods in respect of which property has not been passed to the Customer.
5.4 Until title to the Goods has passed to the Customer pursuant to the terms hereof it shall possess the Goods as our bailee on the terms of this Contract. If we so require the Customer shall store the Goods separately from other goods and shall ensure that they are clearly identifiable as belonging to us.

SHORTAGES AND DEFECTS APPARENT ON INSPECTION
6.1 The Customer shall have no claim for shortages or defects apparent on visual inspection unless:-
6.1.1 the Customer inspects the Goods on the first working day following their arrival at its premises or other agreed destination, and
6.1.2 a written complaint specifying the shortages or defect (otherwise than by a qualified signature on a delivery note) is made to us within seven days of delivery or, within such shorter period as the carrier’s conditions (if applicable) require, and
6.1.3 we are given an opportunity to inspect the Goods and investigate any complaint before any sale or use of or alteration to or interference with the Goods.
6.2 If a complaint is not made to us as herein provided then the Goods shall be deemed to be in all respects in accordance with the Contract and the Customer shall be bound to pay for the same accordingly.

LIMIT OF LIABILITY
7.1 Save as otherwise provided by the other conditions of these Conditions, Sections 12 to 15 of the Sale of Goods Act 1979 are to be implied into this contract.
7.2 In the event of the condition of the Goods being such as might or would (subject to these conditions) entitle the Customer to claim damages or to repudiate the contract the Customer shall not then do so but shall first ask us to supply replacement Goods and we shall thereupon be entitled to supply satisfactory replacement Goods free of cost and within a reasonable time. If we do supply satisfactory replacement Goods the Customer shall be bound to accept such replacement Goods and we shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective Goods or from the delay before the defective Goods are replaced.
7.3 Save where we are shown to have failed to exercise reasonable care in the manufacture and/or supply of the Goods the such failure results in death or personal injury we shall not be liable in respect of claims arising by reason of death or personal injury. Further under no circumstances whatsoever shall we be liable for consequential loss, loss of profits, damage to property, wasted expenditure or cost of mitigation.

CHARACTER MERCHANDISING, BRAND NAMES
8.1 If pursuant to the order we are required to incorporate in any Goods to be supplied any name, brand name, mark, logo, character or the like then the Customer shall warrant its authority to issue such requirement.
8.2 The Customer shall indemnify us against any claims for infringement of any copyright, registered design, trade mark or other exclusive right arising by reason of our manufacture or supply of Goods in accordance with the Customer’s requirements as envisaged by Condition 8.1 above. The indemnity shall extend to all losses, costs, damages, expenses and claims which we may incur or have to bear or for which we may become liable as a result of any such claim for infringement.

CONSUMER PROTECTION ACT 1979 (“the Act”)
9.1 The Customer shall indemnify , reimburse and compensate us for all losses and damages (including costs, expenses and charges for legal actions in which we may be involved that we may incur in the event that any claim or claims are made against us pursuant to the Act or otherwise relating to the Goods or to parts thereof in circumstances in which the Goods or parts of our supply were either:-
9.1.1 only rendered defective by reason of actions or omissions of the Customer, or
9.1.2 were only rendered defective by reason of instructions or warnings given by the Customer, or
9.1.3 were supplied pursuant to specifications, designs or instructions furnished by the Customer.
9.2 For the purpose of this condition only the word ‘defective’ shall be interpreted in accordance with the definition of ‘defect’ contained in Part 1 of the Act.
9.3 The Customer hereby acknowledges that it is under duty to pass on to it’s customers all instructions, information and warnings supplied to by us with the Goods.

HANDLING CHARGES
10 A handling charge of 15% of the original net invoice price will be imposed on all returns (our errors and omissions excepted).

CUSTOMER RETURNS
11 Goods can only be returned to us for credit following our prior agreement in writing and will be returned if not agreed.

PAYMENT
12.1 Net 30 days, unless other terms have been agreed and accepted in writing.
12.2 Where Goods are delivered by instalments we may invoice each instalment separately and the Customer shall pay such invoices in accordance with these Conditions.
12.3 No disputes arising under the contract nor delays beyond our reasonable control shall interfere with payment in full by these Conditions.
12.4 In the event of default in payment by the Customer we shall be entitled without prejudice to any other right or remedy to suspend all further deliveries on any contract or contracts between us and the Customer without notice and to charge interest on any amount outstanding at the rate of 2% per annum above the Base Rate of Barclays Bank plc in force at the time when payment was due.

CARRIAGE PAID
13

DISCOUNTS
14 These are available in certain instances and details may be obtained from us.

PRICES
15.1 Prices shown are correct at the time of publication. We reserve the right, however, to invoice at the right prices ruling at the time of supply.
15.2 Where, at the Customer’s request, orders are forwarded by any conveyance involving a higher carriage charge than would be incurred by use of our usual mode of conveyance then the additional charge will be debited to the Customer.

PART ORDERS/TO FOLLOW
16 With the exception of new line and promotional lines, orders will be delivered with no back orders/to follow. For re-order purpose Customers will be advised of any lines deleted from original order.

BOOKING IN CHARGES
17 Booking in charges on orders below carriage paid value will be charged at cost to Customers.

LEGAL
18 The Contract shall be governed and interpreted exclusively according to the Laws of England and shall be subject to the jurisdiction of the English Courts only.

OTHER
19.1 Merchandiser Stands supplied to the customer remain the property of Helix Trading Limited.
19.2 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.