1. Definitions
“Hey Hugo”: The Gifted Stationery Co Ltd trading as Hey Hugo, registered office: 1 Queen Street, Bath, BA1 1HE;
“Customer”: the firm or company whose order for the Goods is accepted by Hey Hugo;
“Supplier”: the firm or company who accepts an order from Hey Hugo for goods or services.
“Contractor”: the firm, company, group or individual who accepts an order from Hey Hugo for goods or services.
“Terms”: Hey Hugo’s standard Terms and Conditions of Sale set out here (including any agreed Trading Terms issued by Hey Hugo (“Trading Terms”) or variations agreed under clause 10.2);
“Contract”: the contract between Hey Hugo and the Customer for the sale and purchase of the Goods;
“Goods”: the goods which Hey Hugo has agreed to supply to the Customer subject to these Terms.
“Force Majeure Event”: an event or circumstance beyond a party’s reasonable control
2. Basis of Sale
2.1 These Terms alone shall govern the Contract, rather than any others subject to which any order is made by the Customer. If there is any conflict between these Terms and any Customer’s terms, these Terms shall prevail. If however there is any conflict between these Terms and any Trading Terms, the Trading Terms shall prevail.
2.2 For each new Customer, Hey Hugo’s standard account application form (which will contain a copy of these Terms) must be completed by the Customer and returned to Hey Hugo. No Goods will be supplied unless the account application form has been received by Hey Hugo and an account for that Customer has been set up. For existing Customers who already have an account with Hey Hugo, copies of these Terms will be supplied to them when a new version is produced.
2.3 Orders from the Customer should preferably be in writing or by e-mail. No binding Contract will arise until an order or ‘P.O.’ from a Customer has been accepted by Hey Hugo and the order details confirmed by Hey Hugo.
3. Basis of Purchase
3.1 Goods and Services for which Hey Hugo. issues a purchase order are governed by these Terms alone. If there is any conflict between these Terms and any Supplier’s/Contractor’s terms, these Terms shall prevail.
3.2 Delivery of Goods and Services by the Supplier/Contractor must be received by Hey Hugo on the agreed date to the delivery address supplied by Hey Hugo. Both the agreed date and delivery address are as printed on the Purchase Order or informed by writing or email if these details are unavailable at the time the Purchase Order is delivered.
3.3 Delivery of the Goods/Services by the Supplier/Contractor must be received by Hey Hugo on the agreed date or a penalty of £0.01p per unit ordered per day the delivery is late shall be subtracted from the amount owing to the Supplier/Contractor.
3.4 A maximum tolerance of 2% for over-shipment or under-shipment will be accepted.
4. Price and Payment
4.1 The price for the sale of Goods shall be as agreed between Hey Hugo and the Customer or as set out in the Trading Terms. The price for the Goods is exclusive of any applicable VAT/other sales tax.
4.2 Unless otherwise agreed in writing, the first order placed by the Customer shall be on a Pro-Forma basis. Thereafter Hey Hugo may, in its sole discretion set up account facilities for the Customer upon satisfactory receipt of the Relevant Information. For the purposes of the Data Protection Act 1998, the Relevant Information will be used for the sole purpose of enabling Hey Hugo to assess the Customer’s status and credit worthiness. The Customer agrees to the use of the Relevant Information for this purpose.
4.3 The time of payment shall be of the essence of the Contract. If payment is not made on the due date, Hey Hugo shall be entitled to charge interest on the amount unpaid at the rate of 4% p.a. over base rate of Barclays Bank PLC. Interest will accrue from day to day and will be compounded on the last day of each calendar month until payment is made.
4.4 Hey Hugo reserves the right to increase the Price:
4.4.1 by giving notice to the Customer at any time before the Delivery Date, to reflect any increase in cost to Hey Hugo due to any factor beyond Hey Hugo’s control.
4.5 The Customer shall not be entitled to set off any claims it might have against Hey Hugo against any sums due to Hey Hugo under the Contract.
5. Delivery, Risk and Title
5.1 If the Goods are to be delivered in installments, each delivery shall be a separate Contract.
5.2 The Goods shall be delivered ‘CPT’ (‘carriage paid to’) in the case of all forms of transport used, unless otherwise agreed with the Customer.
5.3 The cost of insurance of the Goods from Hey Hugo’s premises (or other agreed premises of its agents) to the agreed destination shall be borne by Hey Hugo. This means that the risk of loss of or damage to the Goods shall pass from Hey Hugo to the Customer upon delivery of the Goods to the agreed address of the Customer or its agent.
5.4 In spite of delivery of the Goods and risk passing on delivery, the Goods shall remain the property of Hey Hugo until the Customer has paid to Hey Hugo the full Contract price (together with any accrued interest). If the Contract deals with more than one type of Goods, then until the full Contract price of all the Goods under the Contract has been paid by the Customer to Hey Hugo, no title in any of the printed copies of the Goods shall pass to the Customer.
5.5 until title to the Goods has passed to the Customer pursuant to clause 5.4, the Customer shall:
5.5.1 hold all Goods in its possession on a fiduciary basis as Hey Hugo’s bailee;
5.5.2 store the Goods (at no cost to Hey Hugo) separately from all other goods of the Customer or any third party in such a way that the Goods remain readily identifiable as Hey Hugo’s property;
5.5.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
5.5.4 maintain the Goods in satisfactory condition and keep them insured on Hey Hugo’s behalf for their full price against all risks to the reasonable satisfaction of Hey Hugo On request the Customer shall produce the policy of insurance to Hey Hugo
5.5 If the Customer has failed to pay the balance of the Contract price by the due date (time being of the essence), Hey Hugo shall have the right to re-possess or re-sell any copies of the Goods to which it has retained title. In addition, if Hey Hugo retains title to any Goods in the possession of the Customer on termination of the Contract (see also clause 9), then the Customer shall immediately tell Hey Hugo where the Goods are and shall allow Hey Hugo to repossess them.
6. Liability
6.1 Except in relation to death or personal injury caused by Hey Hugo’s negligence, Hey Hugo shall not be liable to the Customer by reason of any representation (other than fraudulent misrepresentation), any implied term or any express term of Contract for any direct, indirect, consequential or other loss or damage (including loss of profit), costs or expenses arising out of the sale or supply of the Goods, or their resale by the Customer.
6.2 Any claim by the Customer in relation to:
6.2.1 damage to the Goods;
6.2.2 shortages in the Goods; or
6.2.3 any other discrepancies in relation to the Goods caused in transit shall be notified in writing or by email to Hey Hugo within 7 days of delivery of the Goods to the Delivery Location. For the avoidance of doubt, the Customer shall safeguard the Goods which are the subject of this clause 6.2 until such time as Hey Hugo, in its sole discretion, instructs the Customer to return the Goods to Hey Hugo, or make the Goods available for collection by Hey Hugo, or dispose of the Goods.
6.3 If the Customer does not notify Hey Hugo in accordance with clause 6.2, the Customer shall not be entitled to reject the Goods and Hey Hugo shall have no liability for any such damage, and the Customer shall be bound to pay the full amount as if the Goods had been delivered in accordance with the Confirmation Order.
7. Force Majeure
7.1 No failure or delay in the performance of the obligations of either party to this Contract shall be considered to be a breach if such failure or delay is due to any strike, labour dispute, war, act of terrorism or act of God.
8. Copyright & Intellectual Property
8.1 The Customer may not reproduce or use the rights owned by Hey Hugo in relation to the Goods or otherwise, except with Hey Hugo’s prior written consent.
8.2 ‘Hey Hugo’ may not be used by the Customer as a domain name or part of a domain name associated with selling the Goods.
8.3 The Customer may not reproduce or use the rights (including but not limited to brand names, trademarks and descriptions of Goods) owned by Hey Hugo in relation to the Goods or otherwise, except with Hey Hugo’s prior written consent.
9. Termination
9.1 Hey Hugo shall be entitled to terminate the Contract immediately by written notice (without prejudice to any other right or remedy Hey Hugo may have against the Customer) if:
(a) the Customer fails to make any payment on the agreed date, is unable to pay its debts in the ordinary course of business or ceases to carry on business;
(b) the Customer shall become bankrupt or go into liquidation (other than a liquidation for the purposes of reconstruction where there is no insolvency);
(c) a Receiver, Administrative Receiver or Administrator (or equivalent person under any other jurisdiction) shall be appointed over the whole/part of the assets/undertaking of the Customer or in respect of the Customer, or if it seeks formal protection from its creditors; or
(d) the Customer at any time shall be in breach of the terms of this Contract, which breach (if capable of remedy) is not remedied within 6 weeks from the date of written notification of that breach by Hey Hugo.
9.2 If this Contract is terminated, all sums which may be due and owing by the Customer to Hey Hugo under this Contract shall become immediately payable.
10. General
10.1 Unless expressly provided in the Contract, no term of the Contract is enforceable as a result of the Contracts (Right of Third Parties) Act 1999 by any person who is not a party to it.
10.2 The Contract constitutes the entire agreement and understanding between the parties and replaces any previous agreements between them. No variation of these Terms shall be binding unless agreed in writing or by e-mail by the authorised representatives of both parties.
10.3 The Customer shall not assign or sub-licence its obligations under the Contract without the prior written consent of Hey Hugo. Hey Hugo shall be entitled to assign the Contract within the Hey Hugo group (as defined in the Companies Act 1985, as amended).
11. Law and Jurisdiction
The Contract shall be governed and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.