Terms and Conditions

Standard Conditions of Sale

In these Conditions “the Seller” means Chromatics Group “the Buyer” means the person, firm or company purchasing the Goods and/or Services, “the Goods” means the goods or materials which shall be the subject of the contract between the Seller and the Buyer; "a Contract” means a legally binding contract between the Seller and the Buyer for the sale and purchase of Goods ordered by the Buyer and accepted by the Seller in accordance with and subject to these conditions of sale; “Services” means any services including, any services associated with the Goods Supplied by the Seller to the Buyer in accordance with the Contract; and “the Price” means the price specified in the Seller’s acknowledgement or otherwise communicated to the Buyer and agreed. The Seller reserves the right to update these terms and conditions at any time by displaying amended terms and conditions on its website.

1. Acceptance of Order

(i) All orders are accepted by the Seller subject to these Conditions of Sale to the exclusion of all other terms and conditions.
(ii) The Seller is under no obligation to accept the Buyer’s order. Prices, offers and products are subject to availability and may change at any time prior to acceptance of the Buyer’s order. All prices placed by the Seller on the internet constitute an invitation to treat. By submitting an electronic or online order, the Buyer submits an offer to enter into a sales contract with the Seller.
(iii) The Seller will confirm that it has received such order without undue delay (the “Acknowledgement”). The Acknowledgement does not signify that the Buyer’s offer has been accepted. Should the Seller decide to accept an order, (whether placed by internet, telephone, fax or email) the Buyer will receive an order acceptance at which point the order will become a binding contract.

(iv)The Buyer acknowledges that it has not relied on any statement, promise or representation made or given on behalf of the Seller which is not set out in these Conditions of Sale.

(v) Each order shall be a separate Contract and cancellation or termination of any individual contract shall not entitle the Buyer to terminate or repudiate any other Contract.

2. The Price

(i) The Price of any Goods shall be as quoted on the website or electronic order system or sale brochure, except in cases of obvious error, and subject always to clause 1(i) and 1(ii).

(ii) The Seller may at any time before delivery increase the price of the undelivered balance of the Goods by notice in writing to the Buyer. In such event the Buyer may within seven days of receipt of such notice by notice in writing cancel the order so far as the undelivered balance of the Goods is concerned.

(iii) Unless otherwise stated on acceptance, the price of the Goods shall include the Seller’s costs of standard packing, and delivery of the Goods to any one address in the United Kingdom specified in writing by the Buyer to and agreed by the Seller prior to delivery.

(iv) Containers and/or packages are not returnable unless so stated in the Seller’s quotation or acknowledgement or other documentation. Returnable containers and/or packages shall be returned empty by the Buyer to the Seller’s address stated on the delivery note in good condition, carriage paid, within three months of delivery of the Goods. If not, such containers and/or packages will be chargeable at replacement value and no credit will be due on containers and/or packages for which Seller shall have made a charge.

3. Payment

(i) Unless otherwise stated on the Seller’s invoice or otherwise agreed in writing, payment for the Goods shall be made not later than thirty days after the date of the invoice but so that the Seller may at any time on or after acceptance by notice in writing to the Buyer vary the terms of payment by demanding immediate payment or (at the Seller’s option) adequate security for sums which shall be due hereafter.

(ii) Time for payment shall be of the essence and failure by the Buyer to pay the Price or any instalment thereof in due time shall entitle the Seller to one or more of the following:

(a) treat such failure as a repudiation of the whole Contract by the Buyer;

(b) require the Buyer to make immediate payment of all monies due or to become due;

(d) charge interest at either eight % per annum or two % per annum above the Base Rate of HSBC Bank PLC, whichever shall be the greater, from the due date until payment.

(iii) The Buyer shall make all payments due in full without any deduction whether by way of set-off, withholding, counterclaim, discount, abatement or otherwise.
(iv) All payments shall be applied to invoices and deemed to be made in the order in which they were issued,
(v) All payments payable to the Seller shall become due immediately upon termination of the Contract.

4. Delivery.

Unless otherwise agreed in writing between the Seller and the Buyer the following provisions shall apply:

(i) Delivery of the goods shall take place when
the Goods shall be delivered at the address specified on the Seller’s quotation or Acknowledgement or other documentation, or when collected by the Buyer.
(ii) The delivery date or dates are estimates only and time for delivery shall not be of the essence. The Seller shall not be liable for failure to deliver by such date or dates or for any damage or loss arising directly or indirectly (including loss of profits) out of delay in delivery; nor shall the Buyer be entitled to refuse to accept the Goods because of late delivery.
(iii) The risk of any loss or damage to or deterioration of the Goods shall be borne by the Buyer once the Goods are loaded on to transport at the Seller’s premises.
(iv) In respect of sea transit the Seller shall not be required to give the Buyer the notice relating to insurance of the Goods referred to in Section 32(3) of the Sale of Goods Act 1979.

5. Property.

(i) The legal and beneficial title in and ownership of the Goods shall remain in the Seller until payment in full has been made to the Seller by the Buyer for:

(a) the Goods; and
(b) all other sums which are due or which become due to the Seller from the Buyer.

(ii) Where full payment has not been made to the Seller and the Buyer uses the Goods in his manufacturing process or incorporates the Goods with other products, the property in the Goods shall be retained by the Seller in so far as such Goods are identifiable.

(iii) Until such payment is made:
(a) the Buyer shall hold all Goods and

materials on a fiduciary basis only as a bailee for the Seller and shall store such Goods separately from all other goods in the Buyers possession so as to be clearly identifiable as the property of the Seller (at no cost to the Seller);

(b) the Buyer shall keep the Goods in satisfactory condition and insured on the Seller’s behalf for the full price against all risks to the reasonable satisfaction of the Seller; and

(c) the Buyer grants to the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or in the case of default, as defined at clause 11, to recover them.

6. Lien.

The Seller shall in respect of all unpaid debts due from the Buyer under the same or any other contract have a general lien on all goods and property of the Buyer in its possession (although such Goods or some of them may have been paid for) and shall after expiration of fourteen days written notice to the Buyer be entitled to dispose of such Goods and property as it deems fit.

7. Shortages and Damage and/or Loss in Transit.

Unless otherwise agreed in writing between the Buyer and the Seller, the Seller may deliver against any order an excess and/or deficiency up to ten per cent of weight or volume ordered without any liability whatsoever to the Buyer save that the price shall be adjusted accordingly.

The Buyer shall inspect the Goods immediately upon delivery and shall within three days of such delivery (time being of the essence) give notice in writing to the Seller and the carrier of all claims on account of damage to or total or partial loss of Goods in transit. Claims for non- delivery must be submitted in writing to the

Seller within fourteen days after notification

of dispatch.

(iii) Any other claims (including but not limited to
defects or production faults) must be made in writing immediately after the Buyer learns of the defect and in any event not later than sixty days after delivery of the Goods. Any claim not made in writing and received by the Seller within the aforesaid time limits shall be deemed waived.
(iv) If the Seller fails to make delivery or makes defective delivery of any one instalment such failure or defective delivery shall not affect the Contract as regards other instalments.
(v) The right of the Buyer to set off the value of any shortage, defective Goods or Goods not otherwise conforming to contract shall be restricted to the specific invoice for the Goods in question and shall not apply to previous or future invoices and/or accounts.

8. Warranty and Limitation of Liability.

(i) The Seller warrants that the Goods are produced within the accepted tolerance levels in accordance with the standard specifications stated in the Seller’s official literature on the Goods current at the relevant time and unless otherwise agreed, the quality of the Goods shall be exclusively determined by the Seller’s product specifications.
(ii) Save as aforesaid and Clause 19(ii), all other conditions, guarantees, or warranties whether express or implied by statute, common law or otherwise including (but without prejudice to the generality of the foregoing) conditions, guarantees or warranties as to quality, fitness for purpose or description of the Goods or their life or wear to use under any conditions whether known or made known to the Seller or not are hereby excluded to the fullest extent permitted by law.
(iii) Notwithstanding anything else set out in these conditions of sale, the Seller does not attempt to exclude any liability:

(a) For breach of the Seller’s obligations arising under section 12 Sale of Goods Act 1979 or section 2 Sale and Supply of Services Act 1982;

(b) For personal injury or death resulting from the Seller’s negligence;

(d) For its fraudulent misrepresentation; or

(e) For any matter for which the Seller may not exclude or attempt to exclude its liability under applicable law.

The Seller shall not be liable to the Buyer whether in contract, tort (including, without limitation, negligence), misrepresentation or otherwise howsoever arising for any loss of profit, loss of anticipated profit, loss of business, loss of contract, overhead recovery, anticipated savings, loss of data, loss of production, depletion of goodwill, product recall nor for any special, indirect or consequential loss or damage, or otherwise for any costs, expenses or claims for consequential compensation whatsoever.

Subject to clause 8(iv) the Seller’s total aggregate liability under the Contract shall be limited to the price paid or payable by the Buyer to the Seller under the Contract.

9. Force Majeure

Deliveries may be partially or totally suspended by either party during any period in which it is prevented from manufacturing, delivering or taking delivery of the Goods through any circumstances outside its control. If, because of such circumstances, the Seller is unable to supply the total requirement of the Goods the Seller may allocate its available supply (after satisfaction of its own requirements) among all of its customers, including those not under contract, as the Seller thinks fit. In the event of such circumstances the Seller shall (i) be relieved from its obligations under the Contract to the extent the Seller is prevented from performing such obligations and (ii) shall have no obligation to procure Goods from other sources. In the event that the force majeure continues for more than 3 months either party may terminate the Contract on 30 days’ notice.

10. Indemnity.

The Buyer shall indemnify the Seller in respect of all damage or injury occurring to any person, firm, company or property and against all actions, suits, claims and demands, charges or expenses in relation to any claim made against the Seller by a third party arising out of or in connection with the supply of the Goods to the extent that such claim arises out of the breach, negligent performance, failure or delay in performance of this contract by the Buyer, its agents, employees or subcontractors.

11. Default.

The Seller reserves the right (without prejudice to its other rights and remedies) either to terminate the contract between the parties or to suspend further deliveries under it or require payment in advance or require return of Goods delivered in the event that he Seller shall reasonably stipulate. The Seller shall be entitled to carry out its obligations under the Contract through any agents or sub-contractors.

12. Proper Law.

These Conditions and the contract between the parties shall be construed and applied in accordance with the law of England and Wales, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 and the English Courts shall have exclusive jurisdiction in any dispute relating thereto.

13. Notices

(i) The parties agree to electronic communication and acknowledgement that all Contracts, notices, information and other communications that the parties provide to each other electronically comply with any legal or contractual requirement that such communications be in writing.

(ii) All notices given by the Buyer to the Seller must be sent to Chromatics Group Europe, 64 Nile Street, London N1 7SR or to such other address notified to the Buyer from time to time.

(iii) The Seller may give notice to the Buyer at either the email or postal address provided when placing an order. Notice will be deemed received and properly served 24 hours after a fax or email is sent or three days after the posting of any letter.

14. Entire Agreement

(i) These conditions represent the entire agreement between the parties relating to the sale and purchase of the Goods and supersede all previous agreements, arrangements and understandings between the parties relating to the sale and purchase of the Goods.

(ii) Each party acknowledges that in entering into the Contract it places no reliance on any representation, warranty or other statement relating to the subject matter of the Contract, other than as expressly set out in these conditions.

(iii) Neither party shall have any liability or remedy in respect of any representation, warranty or other statement being false, inaccurate and/or incomplete unless it was made fraudulently or is contained in these conditions. Nothing in these conditions shall exclude or limit the

15. Patents and Trade Marks.

No representation, warranty or indemnity is given by the Seller that the Goods do not infringe any letters patent, trade marks registered designs or other industrial rights.

16. Assign-ability.

The Contract of which these conditions form part is personal to the Buyer who shall not assign, transfer or otherwise deal with the benefit or burden thereof without the Seller’s written consent. The Seller may at any time assign, transfer or otherwise deal with the benefit or burden of the Contract (and if required to do so by the Seller, the Buyer shall enter into a notation agreement in such form as liability of either party for a fraudulent misrepresentation.
(iv) Each party agrees that its only remedy for

breach of the Contract shall be for breach of contract.

17. Contracts (Rights of Third Parties) Act 1999

Any entity which is not expressly a party to the contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall be expressly excluded from the Contract.

18. Data Protection

(i) Data Protection Laws means any applicable law relating the processing, privacy and use of personal data, including but not limited to the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

(ii) Personal Data, process, data processor, data controller, personal data breach, data protection impact assessment, supervisory authority and data subject have the meanings given to them in Data Protection Laws.

(iii) To the extent the Buyer receives or otherwise obtains or has access to personal data pursuant to or in the performance of the Contract, the Buyer shall:

a. Comply with obligations under Data Protection Laws in respect of its processing of personal data;

b. Use the personal data solely for the performance of the Contract;

c. Process personal data only in accordance with Seller’s written instructions;

d. Take appropriate technical and organisational measures to prevent