Abbott Lyon Limited
Terms and Conditions of Supply (Business-to-Business)
The Business Customer's attention is drawn in particular to clause 8.
1. Basis of Contract
1.1 These Conditions apply to the Contract to the exclusion of any other terms that the Business Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
1.2 An Order constitutes an offer by the Business Customer to purchase the Goods in accordance with these Conditions and, by placing an order via the website or otherwise, the Business Customer agrees to these Conditions. The Business Customer must ensure that the terms of the Order and any applicable Specification submitted by the Business Customer are complete and accurate.
1.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order to the Business Customer (including email confirmation or order confirmation page), at which point and on which date the Contract shall come into existence.
1.4 The Business Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any documents of the Business Customer that is inconsistent with these Conditions.
1.5 Any samples, drawings, descriptive matter or advertising produced by or on behalf of the Supplier and any descriptions or illustrations contained in the Supplier's website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. The actual Goods may appear slightly different from the images on the website. The Supplier strives to provide accurate representations, but variations in colour, appearance, or dimensions may occur depending on the device that being used.
1.6 The Supplier reserves the right to withdraw from any Order in the event of obvious errors or inaccuracies relating to the Goods on its website. Where an error or inaccuracy is identified in the price of the Goods ordered, the Supplier will notify the Business Customer as soon as reasonably practicable by email and cancel the affected items from the Order.
1.7 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of twenty (20) Business Days from its date of issue.
2. The Goods are supplied for business Business Customers only and not to consumers. Where consumers are purchasing Goods via the website, separate consumer conditions apply, which can be found here: Customer Terms & Conditions (Consumer)
3. Goods
3.1 The Goods are described in the Supplier's website as modified by any applicable Specification.
3.2 To the extent that the Supplier appoints a third party to manufacture the Goods in accordance with a Specification supplied by the Business Customer, the Business Customer shall indemnify the Supplier against all Losses incurred by the Supplier as a result of any claim that the Supplier's use of the Specification infringes the intellectual property rights of any third party. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the Specification if required by any applicable law or regulatory requirement and shall notify the Business Customer in any such event.
4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note or prior email confirmation setting out the date of the Order, all relevant Business Customer and Supplier reference numbers, the type and quantity of the Goods (including any applicable product codes), any special storage instructions, and, where delivery is by instalments, the outstanding balance of Goods remaining to be delivered.
4.2 The Supplier shall deliver the Goods to the location set out in the Order (“Delivery Location”) at any time after the Supplier notifies the Business Customer that the Goods are ready.
4.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Business Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.4 If the Supplier fails to deliver the Goods, its liability shall, to the extent permitted by law and subject to clause 8, be limited to the costs and expenses incurred by the Business Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall not be liable for any failure to deliver the Goods that is caused by a Force Majeure Event or the Business Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If the Business Customer fails to accept delivery of the Goods within three (3) Business Days of the Supplier notifying the Business Customer in writing that the Goods are ready for delivery, then, except where such failure is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third (3rd) Business Day after the day on which the Supplier notified the Business Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until actual delivery takes place, and shall, without limiting its rights, be entitled to charge the Business Customer for all related costs and expenses (including insurance).
4.6 If, ten (10) Business Days after the date on which the Supplier notified the Business Customer that the Goods were ready for delivery, the Business Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, without limiting its rights and after deducting reasonable costs and expenses related to storage (including insurance) and selling, account to the Business Customer for any excess over the price of the Goods.
4.7 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered, the Business Customer may not reject them, but on receipt of notice in writing from the Business Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
4.8 The Supplier may deliver the Goods by instalments, which it shall invoice and which the Business Customer shall pay for separately. Each instalment shall constitute a separate contract. Any delay in delivery of or defect in an instalment shall not entitle the Business Customer to cancel any other instalment.
5.1 The Supplier warrants that on delivery, and for a period of: (i) five (5) years in respect of jewellery; and (ii) twelve (12) months in respect of accessories, watches and handbags, in each case from the date of delivery (“Warranty Period”), the Goods shall:
(a) conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship.
This warranty is separate from and does not apply to any consumer warranty offering
5.2 Subject to clause 5.3, if:
(a) during the Warranty Period, the Business Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Business Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost,
the Supplier shall, at its option and to the extent that it agrees that such Goods do not comply with the warranty set out in clause 5.1, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3 The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Business Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
(b) the defect arises because the Business Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any Specification supplied by or on behalf of the Business Customer;
(d) the Business Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Business Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5.5 Subject to clause 5.1, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
6. Title and risk
6.1 The risk in the Goods shall pass to the Business Customer on completion of delivery.
6.2 Title to the Goods shall not pass to the Business Customer until the Supplier receives payment in full (in cleared funds) for the Goods in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment.
6.3 Until title to the Goods has passed to the Business Customer, the Business Customer shall:
(a) store the Goods separately from all other goods held by the Business Customer so that they remain readily identifiable as the Supplier's property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in clauses 9.1(b) to 9.1(d);
(e) hold the proceeds of sale of the Goods on trust for the Supplier; and
(f) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the Business Customer's ongoing financial position.
6.4 At any time before title to the Goods passes to the Business Customer, the Supplier may:
(a) by notice in writing to the Business Customer, terminate the Business Customer's to resell the Goods or use them in the ordinary course of its business; and
(b) require the Business Customer to deliver up all Goods in its possession and control that have not been resold or irrevocably incorporated into another product, and if the Business Customer fails to do so promptly, enter any premises of the Business Customer or of any third party where the Goods are stored, to recover them. The Business Customer shall procure entry to any such third party's premises if requested to do so by the Supplier.
7. Price and payment
7.1 Subject to clause 1.6, the price of the Goods shall be the price set out in the Supplier’s website.
7.2 The Supplier may, by giving notice in writing to the Business Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Business Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Business Customer or failure of the Business Customer to give or delay by the Business Customer in giving the Supplier adequate or accurate information or instructions.
(a) excludes amounts in respect of value added tax (VAT), which the Business Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Business Customer.
7.4 The Supplier may invoice the Business Customer for the Goods on or at any time after the completion of delivery pursuant to clause 4.
7.5 The Business Customer shall pay each invoice submitted by the Supplier:
(a) within thirty (30) days of the date of the invoice; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier,
and time for payment shall be of the essence of the Contract.
7.6 If the Business Customer fails to make a payment due to the Supplier under the Contract by the due date, then without limiting the Supplier's remedies under clause 9, the Business Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.6 will accrue each day at four per cent (4%) a year above the Bank of England's base rate from time to time, but at four per cent (4%) a year for any period when that base rate is below zero per cent (0%).
7.7 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.1 The limits and exclusions in this clause 8 reflect the insurance cover the Supplier has been able to arrange. The Business Customer is responsible for making its own arrangements for the insurance of any excess liability.
8.2 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
8.3 Nothing in the Contract limits any liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987;
(e) any liability that cannot legally be limited.
8.4 Subject to clause 8.3, the Supplier’s total aggregate liability to the Business Customer arising under or in connection with the Contract shall not exceed the total price paid or payable by the Business Customer for the Goods under that Contract.
8.5 Subject to clause 8.3, the following types of loss are wholly excluded:
(a) loss of profits (including loss of anticipated savings);
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of use or corruption of software, data or information;
(e) loss of or damage to goodwill; and
(f) indirect or consequential loss.
8.6 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Business Customer if:
(a) the Business Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) days of it being notified in writing to do so;
(b) the Business Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Business Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Business Customer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2 Without limiting its other rights or remedies, the Supplier may suspend supply of the Goods under the Contract or any other contract between the Business Customer and the Supplier if the Business Customer becomes subject to any of the events listed in clauses 9.1(b) to 9.1(d), or the Supplier reasonably believes that the Business Customer is about to become subject to any of them, or if the Business Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Business Customer if the Business Customer fails to pay any amount due under the Contract on the due date for payment.
9.4 On termination of the Contract for any reason the Business Customer shall immediately pay to the Supplier all of the Supplier's unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which the Business Customer shall pay immediately on receipt.
9.5 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
10. Force Majeure
Neither party shall be liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for sixty (60) days, the party not affected may terminate the Contract with immediate effect or on written notice.
11. General
11.1 Assignment and other dealings
(a) The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
(b) The Business Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of the Supplier.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, Business Customers, clients or suppliers of the other party, except as permitted by clause11.2(b).
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause 11.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party may use the other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
(a) Except as set out in clause 1.4, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of the Contract is deemed deleted under this clause 11.6, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the following addresses (or an address substituted in writing by the party to be served):
Supplier: hello@abbottlyon.com
Business Customer: the email address provided by the Business Customer when placing the Order or otherwise notified to the Supplier for the purpose of receiving contractual notices.
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
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.
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.
12. Definitions and interpretation
12.1 Definitions:
Business Day means a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business;
Business Hours means the period from 9.00 am to 5.00 pm on any Business Day;
Conditions means the terms and conditions set out in this document, as amended from time to time in accordance with clause 11.4;
Contract means the contract between the Supplier and the Business Customer for the sale and purchase of the Goods in accordance with these Conditions;
Business Customer means the business entity who purchases the Goods from the Supplier;
Delivery Location has the meaning given in clause 4.2;
Force Majeure Event means any event, circumstance or cause beyond a party’s reasonable control which prevents, hinders or delays the performance of its obligations under these Terms, including but not limited to:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic, pandemic or other public health emergency;
(c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations;
(d) nuclear, chemical or biological contamination or sonic boom;
(e) any law or any action taken by a government or public authority, including imposition of export or import restrictions, quotas, tariffs, trade restrictions or prohibitions, or any change in applicable law affecting the sourcing, manufacture or sale of jewellery or precious metals or gemstones;
(f) collapse of buildings, fire, explosion or accident;
(g) interruption or failure of utility services, transportation networks or logistics services, including delays or disruption affecting the sourcing, refining, hallmarking, certification or delivery of jewellery, precious metals or gemstones;
(h) non-performance, delay or failure by suppliers, subcontractors or carriers involved in the supply chain of raw materials, components or finished jewellery, provided that such non-performance is itself caused by a Force Majeure Event;
(i) labour disputes, strikes, industrial action or lockouts (other than those affecting only the affected party’s workforce where reasonably avoidable); and
(j) cyber-attacks, system failures or interruption to IT infrastructure outside the affected party’s reasonable control.
For the avoidance of doubt, a Force Majeure Event shall not include any lack of funds or a party’s inability to make payment when due;
Goods means the goods (or any part of them) set out in the Order;
Losses means all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses);
Order means the Business Customer's order for the Goods placed through the Supplier’s website;
Specification means any specification for the Goods agreed in writing by the Supplier;
Supplier means Abbott Lyon Limited; and
Warranty Period: has the meaning given in clause 5.1.
(a) A person is a corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors and permitted assigns.
(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that legislation or legislative provision.
(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes email.