3. Basis of Sale and Service
3.1 The Supplier's employees or agents are not authorised to make any representations concerning the Goods and Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
3.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Customer and the Supplier.
3.3 Sales literature, price lists and other documents issued by the Supplier in relation to the Goods and Services are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. An order placed by the Customer may not be withdrawn cancelled or altered prior to acceptance by the Supplier and no contract for the sale of the Goods and Services shall be binding on the Supplier unless the Supplier has issued a quotation which is expressed to be an offer to sell the goods and services or has accepted an order placed by the Customer by whichever is the earlier of:-
3.3.1 the Supplier's written acceptance;
3.3.2 delivery of the Goods; or
3.3.3 the Supplier's invoice.
3.4 Any typographical, clerical or other accidental errors or omissions in any sales
literature, quotation, price list, acceptance of offer, invoice or other document or
information issued by the Supplier shall be subject to correction without any liability
on the part of the Supplier.
4. The Goods
4.1 No order submitted by the Customer shall be deemed to be accepted by the Supplier unless and until confirmed by the Supplier or the Supplier's authorised representative.
4.2 The specification for the Goods shall be those set out in the Supplier's sales
documentation unless varied expressly in the Customer's order (if accepted by the
Supplier). The Goods will only be supplied in the minimum units (or multiples) stated
in the Supplier's price list or in multiples of the sales outer as specified. Orders
received for quantities other than these will be adjusted accordingly, illustrations,
photographs or descriptions whether in catalogues, brochures, price lists or other
documents issued by the Supplier are intended as a guide only and shall not be
binding on the Supplier.
4.3 The Supplier reserves the right to make any changes in the specification of the
Goods which are required to conform with any applicable safety or other statutory or
regulatory requirements or, where the Goods are to be supplied to the Supplier's
specification, which do not materially affect their quality or performance.
4.4 No order which has been accepted by the Supplier may be cancelled by the
Customer except with the agreement in writing of the Supplier on the terms that the
Customer shall indemnify the Supplier in full against all loss (including loss of profit),
costs (including the cost of all labour and materials used), damages, charges and
expenses incurred by the Supplier as a result of cancellation.
5. The Services
5.1 With effect from the Commencement Date the Supplier shall, in consideration of the Fees being paid in accordance with the Terms of Payment will provide the services otherwise agreed under this agreement.
5.2 The Supplier will use reasonable care and skill to perform the services identified in the Quotation / Invoice / Accepted Order or otherwise agreed under this
5.3 The Supplier shall use all reasonable endeavours to complete its obligations under the Schedule, but time will not be of the essence in the performance of these
6.1 The price of the Goods and Services shall be the price listed in the Quotation / Invoice / Accepted Order current at the date of acceptance of the Customer's order or such other price as may be agreed in writing by the Supplier and the Customer.
6.2 Where the Supplier has quoted a price for the Goods other than in accordance with the Supplier's published price list the price quoted shall be valid for 30 days only or such time as the Supplier has specified in the Quotation / Invoice / Accepted Order
6.3 The Supplier reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods and Services to reflect any increase in the cost to the Supplier which is due to any change in delivery dates, quantities or specifications for the Goods and/or services which are requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate information or instructions.
7.1 All payments required to be made pursuant to this Agreement by either party shall be made either prior to the order despatch or if the Supplier has agreed to a credit sale, made within 30 days of the date of the relevant invoice, without any set-off, withholding or deduction.
7.2 The time of payment shall be of the essence of these terms and conditions. If the Customer fails to make any payment on the due date in respect of the price or any other sum due under these terms and conditions then the Supplier shall, without prejudice to any right which the Supplier may have pursuant to any statutory provision in force from time to time, have the right to charge the Customer interest on a daily basis at an annual rate equal to the aggregate of 5% per cent and the base rate of Lloyds Bank Plc from time to time on any sum due and not paid on the due date. Such interest shall be calculated cumulatively on a daily basis and shall run from day to day and accrue after as well as before any judgement.
7.3 All payments shall be made to the Supplier as indicated on the form of acceptance or invoice issued by the Supplier.
8. Delivery and Performance
8.1 Delivery of the Goods shall be made by the Supplier delivering the Goods to the place in the United Kingdom specified in the Quotation / Invoice / Accepted Order.
8.2 The Delivery Date is approximate only. The Goods may be delivered by the Supplier in advance of any Delivery Date agreed between the Customer and Supplier unless agreed otherwise
8.3 If the Customer fails to take delivery of the Goods or any part of them through absence or failing to have made adequate provision to enable the goods to be delivered then this failure shall rest wholly with the Customer
8.4 With effect from the Commencement Date the Supplier shall, in consideration of the amount(s) being paid in accordance with the Quotation / Invoice /
Accepted Order will provide the goods or services expressly identified in the schedule or otherwise agreed under this agreement.
9. Non-Delivery Services
If services are time critical (for a specific pre-arranged event or delivery of a course) then
9.1 If the Supplier fails to deliver the Services on the agreed date for reasons outside the Supplier's reasonable control (e.g. the supplier was unavailable through illness, accident, bereavement or other cause) and an appropriate qualified substitute cannot not be found by the Supplier, then the Supplier's liability shall be limited to the excess (if any) of the additional cost of the Customer (in the cheapest available market) of obtaining similar services to those not delivered.
9.1.4 In the occurrence of the cancellation by the Customer of the event for which the Services were being provided solely because of the Suppliers failure to be able to provide the agreed Services on that date, then the Supplier shall have no liability for costs, expenses, deposits and liabilities incurred by the Customer in making the cancellation except for any costs invoiced or paid by the Customer to the Supplier in advance of the event.
9.1.5 If the Supplier fails to deliver the Services on the agreed date these Services may be provided at a later mutually agreed date under the same provisions and at the same cost, or the contract maybe cancelled by the customer with no further liability to either party.
If services are not time critical (e.g. mapping) then
9.1.6 If the Supplier fails to deliver Services on an agreed date for reasons outside the Supplier's reasonable control the Supplier shall have no liability in respect of such failure provided the overall Delivery Date for the contract is met.
9.1.7 If the Customer fails to provide access to the Supplier at a time agreed between Customer and Supplier for the Supplier to undertake necessary work in fulfilment of the contracted Service, then the Customer shall be liable for additional costs for travel and time incurred by the Supplier, and the date for completion of the contract may be delayed at the discretion of the Supplier.
10. Risk and Property
Risk and Retention of Title
10.1.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Supplier or their agent has tendered delivery of the Goods:
10.1.2 in the case of Goods not delivered to the Customer’s premises, the time of delivery by the Supplier to the Customer, or to the customers agent, the time at which the Goods are delivered to at a prior agreed location for collection by the Customer
10.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods including any charge made for the delivery of the same.
10.3 Sub-clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Customer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Supplier and the Customer has repaid all moneys owed to the Supplier, regardless of how such indebtedness arose.
10.4 Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Customer, the Customer shall be in possession of the Goods as bailee for the Supplier and the Customer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
10.5 In the event that the Customer sells or transfers the Goods to a third party before legal and beneficial title has passed to him under these Conditions, the proceeds of the sub-sale or transfer (or such proportion as is due to the Supplier) shall be held by the Customer on behalf of the Supplier. The Customer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on the Supplier’s behalf are identified as such.
10.6 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Supplier, but if the Customer does so all money owing by the Customer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
10.8 The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Customer irrevocably authorises the Supplier to enter the Customer’s premises for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-clause 10.4.
10.9 The Customer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if;
10.9.8 The Customer commits or permits any material breach of his obligations under these Conditions;
10.9.9 The Customer enters into a voluntary arrangement under Part 1 of the
Insolvency Act 1986, or any other scheme or arrangement is made with his creditors;
10.9.10 The Customer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
10.9.11 The Customer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Customer, notice of intention to appoint an administrator is given by the Customer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
11.1 The Supplier may assign the Contract or any part of it to any person, firm or company.
11.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Supplier.
12. Defective Goods
12.1 If on delivery any of the Goods are defective in any material respect and either the Customer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery "condition and contents unknown" the Customer gives written notice of such defect to the Supplier within three business days of such delivery, the Supplier shall at its option:-
12.1.2 replace the defective Goods within 90 days, or lesser time as agreed by the supplier, of receiving the Customer's notice; or
12.1.3 refund to the Customer the price for the goods which are defective; but the Supplier shall have no further liability to the Customer in respect thereof and the Customer may not reject the Goods if delivery is not refused or notice given by the Customer as aforesaid.
12.2 Faulty Goods may be returned to the Supplier without prior agreement. The Supplier shall be given adequate time to satisfy themselves that the Goods returned were subject to defects of quality or condition and if so satisfied shall either replace them free of charge or, at the Customer's discretion shall refund or credit to the Customer the price of such defective Goods, but the Supplier shall have no further liability to the Customer.
12.3 The Supplier shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Supplier's instructions (whether oral or in writing), misuse or alteration of the Goods without the Supplier's approval, or any other act or omission on the part of the Customer, its employees or agents or any third party.
12.4 Goods, other than defective Goods returned under Conditions 12.1 or 12.2, returned by the Customer and accepted by the Supplier may be credited or refunded to the Customer at the Supplier's sole discretion and without any obligation on the part of the Supplier except where such goods come under the provisions of the Distance Selling Regulations.
12.5 The Customer shall be responsible to ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Customer is in compliance with all applicable statutory handling and sale of the Goods by the Customer is carried out in accordance with directions given by the Supplier or any competent governmental or regulatory authority and the Customer will indemnify the Supplier against any liability loss or damage which the Supplier might suffer as a result of the Customer's failure to comply with this condition.
13. Customer's Default
13.1 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to:-
13.1.14 cancel the order or suspend any further deliveries of Goods and Servicesto the Customer;
13.1.15 appropriate any payment made by the Customer to such of the Goods and Services (or the goods supplied under any other contract between the Customer and the Supplier) as the Supplier may think fit (notwithstanding any purported appropriation by the Customer); and
13.2 This condition applies if:-
13.2.1 the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
13.2.2 the Customer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
13.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
13.2.4 the Customer ceases, or threatens to cease, to carry on business; or
13.2.20 the Supplier reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
13.3 If Condition 13.2 applies then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14.1 Except in respect of death or personal injury caused by the Company’s negligence, the Company will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under express terms of this contract, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Company’s servants or agents or otherwise) which arise out of or in connection with the supply of the Goods and Services.
14.2 The Customer shall indemnify the Supplier against all damages, costs, claims and expenses suffered by arising from use, loss or damage to any equipment (including that of third parties) caused by the Customer, or its agent or employees.
14.3 Where the Customer consists of two or more persons such expression throughout shall mean and include such two or more persons and each or any of them. All obligations on the part of such a Customer shall be joint and several obligations of such persons.
14.4 The Supplier shall not be liable to the Customer or be deemed to be in breach of these terms and conditions by reason of any delay in performing, or any failure to perform, any of the Supplier's obligations if the delay or failure was due to any cause beyond the Supplier's reasonable control.
15.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid post or sent or sent by electronic mail:
15.1.21 (in the case of communications to the Supplier) to its office the address of which is publicised on its website or such changed address as shall be notified to the Customer by the Supplier; or
15.1.22 (in the case of the communications to the Customer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer.
15.2 Communications shall be deemed to have been received:
15.2.3 if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
15.2.4 if delivered by hand, on the day of delivery; or
15.2.5 if sent by electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
15.3 Formal communications addressed to the Supplier shall be marked for the attention of: Oliver Burrows or Helena Burrows
16. Force Majeure
16.1 In the event that either party is prevented from fulfilling its obligations under this
Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, pandemic earthquake, strike or lockout (subject to
Sub-clause 16.2) the party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
16.2 Sub-clause 16.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
16.3 Each party shall be liable to pay to the other damages for any breach of this
Agreement and all expenses and costs incurred by that party in enforcing its rights under this Agreement.
16.4 If and when the period of such incapacity exceeds 6 months then this Agreement shall automatically terminate unless the parties first agree otherwise in writing.
No waiver by the Supplier of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
19. Third Party Rights
A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.
20. Governing Law and Jurisdiction
These terms and conditions shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.
1. Application of Conditions
1.1 The Supplier shall supply and the Customer shall purchase the Goods and Services in accordance with the Quotation / Invoice / Accepted Order which are
subject to these Conditions.
1.2 The Contract shall be to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
2. Definitions and Interpretation
2.1 In these Conditions:-
"Business Day" means any day other than a Saturday, Sunday or
"the Customer" means the person who accepts a quotation or offer
of the Supplier for the sale of the Goods and supply of the Services, or whose order for the Goods and Services is accepted by the Supplier;
“Commencement Date” means the commencement date for this agreement
as set out in the Quotation / Invoice / Accepted Order;
"the Contract" means the contract for the purchase and sale of the
Goods and supply of the Services under these conditions;
“these Conditions” means the standard terms and conditions of sale set
out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Customer
and the Supplier;
“the Delivery Date” means the date on which the Goods and Services
are to be delivered as stipulated in the Customer's order and accepted by the Supplier;
“the Goods” means the goods (including any instalment of the
goods or any parts for them) which the Supplier is to supply in accordance with these Conditions;
“month” means a calendar month;
“the Services” means the Services to be provided to the Customer
as set out in the Quotation / Invoice /Accepted Order;
“the Supplier” means Celtica Mapping of Alma Hall, Carreglefn, Amlwch, Anglesey
“writing” includes any communications effected by letter, electronic mail or any comparable means.
2.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
2.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
WEBSITE TERMS AND CONDITIONS for www.celticamapping.co.uk
USE OF WEBSITE
1.1 It is not necessary to register with us in order to use most parts of this Website.
1.3 You may print and download material from this Website provided that you do not modify or reproduce any content without our prior written consent. The copyright of all material is held by Celtica Mapping, or is used with the permission of the copyright holder.
1.4 All reasonable measures are taken by us to ensure that this Website is operational. However, occasionally technical issues may result in some downtime and accordingly we will not be liable if this website is unavailable at any time.
VISITOR PROVIDED MATERIAL
1.5 When using this website you shall not post or send to or from this Website any material:
(a) for which you have not obtained all necessary consents;
(b) that is discriminatory, obscene, pornographic, defamatory, liable to incite racial hatred, in breach of confidentiality or privacy, which may cause annoyance or inconvenience to others, which encourages or constitutes conduct that would be deemed a criminal offence, give rise to a civil liability, or otherwise is contrary to the law in the United Kingdom;
(c) which is harmful in nature including, and without limitation, computer viruses, Trojan horses, corrupted data, or other potentially harmful software or data.
1.6 We will fully co-operate with any law enforcement authorities or court order requiring us to disclose the identity or other details of any person posting material to or from this website in breach of paragraph 1.5
LINKS TO AND FROM OTHER WEBSITES
1.7 Throughout this Website you may find links to third party websites we think may have material of interest. The provision of a link to such a website does not mean that we endorse partially or wholly content on that website. All third party websites are completely outside our control and the company can takes no responsibility for any content including malicious code on a website reached via a link on this Website. You visit it entirely at your own risk.
1.8 Any party wishing to link to this website is entitled to do so provided that the conditions below are observed:
(a) you do not seek to imply that we are endorsing the services or products of another party unless this has been agreed with us in writing;
(b) you do not misrepresent your relationship with this website; and
(c) the website from which you link to this Website does not contain offensive or otherwise controversial content or, content that infringes any intellectual property rights or other rights of a third party.
1.9 By linking to this Website in breach of clause 1.5 you shall indemnify us for any loss or damage suffered to this Website and it s proprietors as a result of such linking and any liability we be deemed to have suffered including any costs incurred in defending ourselves against such claim.
1.10 Whilst we do take all reasonable steps to make sure that the information on this website is up to date and accurate at all times we do not guarantee that all material is accurate and or up to date.
1.11 All material contained on this Website is provided without any or warranty of any kind. You use the material on this Website at your own discretion.
EXCLUSION OF LIABILITY
1.12 We do not accept liability for any loss or damage that you suffer as a result of using this Website.
LAW and JURISDICTION
Our business’s name is: Celtica Mapping
Our business address is: Alma Hall, Carreglefn, Amlwch, Anglesey LL68 0PG
Our contact details are: Oliver Burrows or Helena Burrows (partners)
© Celtica Mapping 2011 - 2020
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