1.   Definitions
      In these conditions “the seller” shall mean   tags-tickets.co.uk”, “the buyer” shall mean the person, firm or company to be   supplied with goods pursuant to the contract; “the contract” shall mean the   contract between the seller and the buyer for the sale and purchase of the   goods in which these conditions are incorporated; “goods” shall mean the   goods to be supplied by the seller to the buyer pursuant to the contract;   “bespoke goods” shall mean goods of a type or specification not commonly   supplied by the seller or goods specially ordered by the seller to resell to   the buyer in pursuance of the buyers order; “working day” shall mean any day   from Monday through to Friday inclusive.

2.   General
        These conditions shall govern the contract to the entire   exclusion of any other express or implied conditions and they may be varied   only by the agreement in writing of the seller and buyer. The buyer accepts   that in entering into the contract it has not relied upon any prior promises,   representations or undertakings of the seller.

3.   Price
        3.1             The price of the goods   shall be the same as the quoted price or, where the price has not been   quoted, the price listed in the seller’s published price list current at the   date of despatch of the goods.

The seller reserves   the right to increase the price at any time before delivery of the goods to   cover any increased direct or indirect costs to the seller in producing,   purchasing and/or distributing the goods.

3.2             Unless otherwise   agreed in writing between the seller and the buyer, the price of the goods is   exclusive of Value Added Tax or any similar taxes, levies or duties which   will be added to or charged on invoices at the appropriate rates.

4.   Minimum Orders
        The seller reserves the right to implement a minimum order   charge at any time before delivery of the goods to cover any increased direct   or indirect costs to the seller in producing, purchasing and/or distributing   the goods.

5.   Order Acknowledgements
        If the seller, following receipt of an order from the   buyer, sends an order acknowledgement to the buyer, the buyer accepts that   the terms of such order acknowledgement are true and accurate unless it shall   otherwise notify the seller in writing within four working days of the date   of such order acknowledgement. The buyer should note that it is the practice   of the seller presently only to issue an order acknowledgement in relation to   bespoke goods / special orders.

6.   Payment
        6.1           All   payments are to be made by credit / debit cards unless a credit account has   been authorised by the seller. Credit accounts: Settlement by the end of the   following month following the month:-

6.1.1          of despatch   of the goods

6.1.2          in which the order acknowledgement which
        relates to the goods   is dated

6.1.3          during which the buyer has been notified that the goods are available for   delivery or whichever is the first to occur.

If any payment    that is to be made hereunder by the buyer to the seller is overdue, the   seller reserves the right to charge interest thereon until the date of   payment as well after as before judgement on a day to day basis at an annual   rate of 4% above National Westminster Bank PLC’s base rate from time   applicable.

6.2             The time of payment of the price shall be of the essence of the contract, if   the buyer fails to make any payment on the due date then, without prejudice   to any other right or remedy available to the seller, the seller shall be   entitled to:-

6.2.1        bring   an action against the buyer for the price of the goods notwithstanding that   property in the goods has not passed to the buyer.

6.2.2          cancel the contract or suspend any further   deliveries to the buyer without any liability to the buyer

6.2.3        appropriate   any payment made by the buyer to such of the goods (or to such goods as are   supplied under any other contract between the buyer and the seller) as the   seller may think fit (notwithstanding any purported appropriation by the   buyer).

7.   Title
        7.1            The   property in the goods shall not pass to the buyer until the full price of the   goods (and all goods which are the subject of any other contract between the   seller and the buyer) is paid.

7.2           Until   such time as the price of all such goods described in condition 7.1 has been   paid, the buyer:-

7.2.1          shall hold the goods as the seller’s   fiduciary agent and bailee (but, for the avoidance of doubt, shall not resell   the goods as the agent of the seller);
        7.2.2          Shall keep the goods separate from those   of the buyer and third parties and properly stored, protected and insured;
        7.2.3          shall store the goods so as to be   identifiable as the property of the seller and shall keep such records so   that it is clear whether or not the buyer has paid the seller for the goods   and which of the seller’s invoices was issued in respect of the goods.
                       
        7.3           Until   such time as property in the goods passes to the buyer:-

7.3.1          the buyer shall be entitled to resell or   use the goods in the ordinary course of business but shall account to the   seller for the proceeds of sale or otherwise of the goods, whether tangible   or intangible, including insurance proceeds and shall keep all such proceeds   separate and easily identifiable from any monies or property of the buyer and   third parties and, in the case of tangible proceeds, properly stored,   protected and insured;

7.3.2          the goods shall be handed over to the seller on demand and the seller shall   be entitled to retake possession of them without prejudice to any of its   other rights against the buyer and the seller is hereby granted a licence to enter   the premises of the buyer for the purpose of recovering such goods.
                       
        7.4             The buyer shall not pledge or in any way charge by way of security for any   indebtedness any of the goods which are the property of the seller. Without prejudice   to the other rights of the seller, if the buyer does so all sums whatever   owing by the buyer to the seller shall forthwith become due and payable.

8.   Delivery and Risk
        8.1           Risk   of damage or loss to the goods shall pass to the buyer at the time of   delivery or, if the buyer wrongfully fails to take delivery of the goods, the   time when the seller has tendered delivery of the goods.

8.2           Unless   otherwise agreed by the seller and the buyer in writing, delivery of the   goods shall be made by the seller, delivering the goods to such place as may   be notified by the buyer. Any delivery times notified by the seller to the   buyer are business estimates only and the seller will not be liable for any   loss or damage (whether direct, indirect or consequential) sustained by the   buyer as a result of the seller’s failure to comply with such delivery times.

8.3           Notwithstanding   that the seller may have failed to deliver the goods by any estimated   delivery time, the buyer shall be bound to accept delivery and to pay for the   goods in full provided that delivery shall be tendered:-

8.3.1          In respect of bespoke goods, within   twenty working days of the date of the buyers order, or such other date as   may be specified in the order acknowledgement.
        8.3.2          In respect of goods other than bespoke   goods, within ten working days of the date of the buyers order.

8.4           The   good may be delivered by the seller in advance of the quoted delivery time   upon giving reasonable notice to the buyer.

8.5           Where   the goods are to be delivered in instalments each delivery shall constitute a   separate contract  (into which these conditions are incorporated) and   failure by the seller to deliver any one or more of the instalments in   accordance with these conditions or any claim by the buyer in respect of any   one or more instalments shall not entitle the buyer to treat the contract as   a whole as repudiated.

8.6           If   the buyer fails to take delivery of the goods when agreed by the seller and   the buyer, the seller may store the goods until actual delivery and charge   the buyer for the costs (including insurance) thereof or (at the seller’s   option) sell the goods at the best price readily obtainable and (after   deducting all reasonable storage and selling expenses) account to the buyer   for the excess of the sale proceeds over the price agreed between the seller   and the buyer for the goods, or charge the buyer for any shortfall of the   proceeds below such price.

9.   Warranties
      THE BUYER’S ATTENTION IS DRAWN IN PARTICULAR TO THE   PROVISIONS OF THIS CONDITION 9.

9.1           The   seller itself gives no undertaking or guarantee in respect of the   description, quality or fitness for purpose of the goods and all warranties,   conditions and other terms implied by statue or common law are excluded to   the fullest extent permitted by law. Although the seller shall be under no   obligation to replace or refund the purchase price of any goods which are   proved to be defective in workmanship or materials (but, may at its entire   discretion, consider any claim in respect thereof from the buyer), the seller   does however undertake that, in the event that any defect in workmanship or   materials is notified to it in accordance with the claims procedure set out   in condition 14 below, it will use its best endeavours to secure recompense   from its own supplier in respect thereof and it will endeavour to pass on to   the buyer the benefit of any guarantees or indemnities given to it in respect   thereof by its supplier.

9.2           In   the event that, notwithstanding the above, the seller is found liable for any   loss or damage suffered by the buyer, its liability shall in no event exceed   the price of the goods and, without prejudice to the above, shall not be   liable for any indirect or consequential loss whatsoever.

9.3           The   foregoing provisions shall not apply to sales which are made to persons who   deal as consumers (as that expression is defined in section 12 of the unfair   contract terms act 1977), unless the contract is an international supply   contract (as defined in section 26 of that act). Condition 9.2 shall not   apply in the case of the death or personal injury of the buyer caused by the   seller’s negligence.

10.   Short/Non-Delivery
        No claim for short/non-delivery of goods will be considered   by the seller if the buyer has acknowledged receipt of the goods by signing   one of the sellers Invoice/Delivery notes.

If the quantity of goods delivered is less than that agreed   by the seller and the buyer, the buyer shall not be entitled to reject the   delivery, but shall be entitled only to a further delivery of goods to make   up the deficiency, or (at the seller’s option) a refund by way of a credit   note of the appropriate part of the purchase price.

The buyer shall however have no entitlement whatsoever in   respect of such non-delivery/short delivery:-

10.1         unless   such claim is made (by post or by telephone) to the seller’s sales office by   the close of business the next working day following the day of purported   delivery. If the claim is made by telephone, the buyer should note both the   name of the person spoken to and any acknowledgement reference given. Any   claim made by telephone should be confirmed in writing by the buyer by the   close of business on the fifth working day following the day of the purported   delivery.

10.2         unless   the buyer notifies the carrier in writing of any such short-delivery or   non-delivery and enters a note of the same upon the carriers receipt. If by   reason of the failure of the buyer to give such notice the seller is   prevented from successfully claiming against the carrier for such   short-delivery or non-delivery, the rights of the buyer under this condition   shall not apply and the buyer shall be liable to pay the full price for all   the goods the subject of the contract.

11.   Returns
        11.1         The   seller has the discretion (which it may exercise as it wishes) to accept the   return of any of the goods supplied to but not required by the buyer (upon   such terms in respect of a handling charge or otherwise as the seller may   choose) and to issue a credit note in respect thereof. Any request by the   buyer for the seller to exercise such a discretion must be made in accordance   with the returns procedure set out in condition 14 below.  The seller   will only consider any claim by the buyer under this condition if the items   the buyer proposes to return are in their original packaging, are in a   merchantable condition and are of a type distributed by the seller at the time   of the claim. If a return is accepted a credit note will be issued in the sum   of that part of the purchase price paid in respect of the goods returned.

11.2         The   buyer should note that, without prejudice to condition 11.1, electronic   office machines will only be accepted by the seller as returns where the   seller has a like remedy against the manufacturer thereof.

11.3         The   seller will only consider exercising its discretion to accept diaries and   other dated products as returns where the returns request is made by December   31st of the year previous to the year to which such diaries (or   other dated products) relate.

12.   Buyer’s Default
        12.1                This condition applies if:-

12.1.1        the buyer makes any voluntary arrangement with its   creditors, or becomes subject to an administration order, or (being an   individual or firm) becomes bankrupt, or (being a company) goes into   liquidation (otherwise than for the purpose of amalgamation or   reconstruction); or
        12.1.2        an encumbrancer takes possession, or a receiver is   appointed, of any of the property or assets of the buyer; or
        12.1.3        the buyer ceases, or threatens to cease, to carry on   business; or
        12.1.4        the buyer is in breach of any term of the contract.

12.2          If   this condition applies then, without prejudice to any other right or remedy   available to the seller, the seller shall be entitled to cancel the contract   or suspend any further deliveries under the contract without any liability to   the buyer 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.

13.   Other Claims  
        Claims in respect of any other matter other than as   described in conditions 9 to 11 above must be made (by telephone or by post)   and received by the seller within twenty working days of the date of the   invoice relating to the goods the subject of the claim. Where the buyer makes   the claim by telephone, it must be confirmed in writing by the buyer within a   further three working days. When making any claim by telephone, the buyer is   advised to note the name of the person spoken to and any acknowledgement   reference given.

14.   Claims Procedure in Respect of Defective Goods and Returns Procedure
        14.1         The   seller’s sales office must be notified of any claim in respect of any of the   goods alleged to be defective, or of any returns or request by telephone or   email and such notification must be made within five working days (in the   case of goods alleged to be defective) and within twenty working days (in the   case of any returns request) of delivery. Where such claim or request is made   by telephone it will only be considered by the seller if it is confirmed in   writing by the buyer within a further three working days. Where the buyer   makes such a claim or request by telephone, it is advised to note the name of   the person spoken to and any acknowledgement reference.

14.2         The   seller will only consider such a claim or returns request in respect of any   of the goods if the following further information is given:-

14.2.1        the invoice number in respect of the goods;
        14.2.2        the part number of the item (or any description that   clearly identifies the item to be returned);
        14.2.3        the quantity of the goods (expressed in the seller’s   correct unit of sale) the subject of the claim or returns request;
        14.2.4        the reason for the claim or returns request.

14.3           In addition, where it is alleged by the buyer that any of the goods are   defective due to damage occasioned to them, the buyer shall notify the   carrier in writing of such damage and enter a note of the same upon the   carrier’s receipt. If by reason of the failure of the buyer to give any such   notice, the seller is prevented from successfully claiming against the   carrier for such damage, the buyer shall be liable to pay for the goods as   though no such damage occurred.

15.   Force Majeure
        The seller shall have the right to cancel, or to reduce the   volume of the goods delivered, or to delay delivery if it is prevented from   or hindered in delivery of the goods through any circumstances beyond its   control (affecting either itself or any other party) including (but not   limited to) industrial action, war, fire, prohibition or enactment of any   kind, lock-out or trade dispute, without incurring any liability for any loss   or damage whatsoever resulting therefrom.

16.   Governing Law
        These   conditions shall be governed by and construed in accordance with English law   and the seller and the buyer hereby submit to the exclusive jurisdiction of   the English courts