Terms & Conditions
This is a Trade only site and all buyers are required to be Trade buyers for which the Consumer Contracts (formerly Distance Selling) regulations do not apply. A minimum order value of £100 ex vat applies to all orders, information regarding delivery charges can be found on the Delivery Information page. Please read these Terms and Conditions carefully, by using this site you signify your acceptance of these Terms and Conditions. If you refuse to accept these Terms and Conditions you will not be able to order from this website.
TRUE PRODUCTS GROUP LIMITED TRADING AS HOLLY INTERNATIONAL
Holly International reserves the right, at any time, to modify, alter, or update these Terms and Conditions and you agree to be bound by such modifications, alterations, or updates.
In these Terms and Conditions the following words shall have the following meanings :- “The Company” means True Products Group Ltd trading as Holly International “The Goods” means the products, articles or things which are supplied by the Company “The Buyer” means the legal entity, organisation or person being the purchaser of the Goods
2. Making the Contract
2.1 All orders placed by the Buyer for the Goods are subject to these Terms and Conditions.
2.2 This Contract is between Company and Buyer. No other person shall have any rights to enforce any of its terms and conditions, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
2.3 These Terms and Conditions exclude any other terms and conditions additional hereto or which the Buyer might seek to impose.
2.4 No variation of these Terms and Conditions is permitted unless expressly accepted by the Company in writing.
2.5 A quotation provided by the Company is open for a period of 30 days only beginning with the date thereof, provided that the Company does not previously withdraw it. Any price list issued by the Company can be withdrawn without prior notice.
2.6 A contract is not made between the Buyer and the Company until the Company dispatches the order. Any payment made by the Buyer before then is considered as a Deposit.
2.7 Pre Order:
2.7.1 If Pre Order is available, details regarding the availability of Goods will be clearly shown in the product details. This date is a guide only, the Buyer will be updated by the Company with a more accurate date closer to the expected time of delivery. The Company shall be under no liability whatsoever arising from non delivery of Pre Ordered Goods.
2.7.2 The Buyer has to pay the Company in cleared funds before goods are reserved and delivery can take place, unless the Buyer has an approved credit account.
2.7.3 A Pre Order is not a contract between the Buyer and the Company. If part payment is required for Pre Order Goods this is considered as a Deposit.
3.1 No cancellation of an order by the Buyer is permitted except where expressly agreed by the Company in writing.
3.2 The Buyer will in the event of agreed cancellation by the Buyer indemnify the Company fully against all expenses incurred up to the time of such cancellation together with (by way of liquidated damages) a sum representing the Company’s loss of profit.
4. Terms of Payment
4.1 The Buyer has to pay the Company in cleared funds before delivery can take place, unless the Buyer has an approved credit account. For credit accounts unless otherwise agreed in writing and stated on the invoice, all sums become due and payable by the Buyer under these Terms and Conditions not later than 30 days from the date of invoice by the Company.
4.2 If the Buyer fails to pay within the terms, the Company reserves the right to charge interest at 8% above the base rate of Barclays Bank PLC on all overdue amounts, such interest being deemed to accrue on a day to day basis from the due date for payment.
4.3 If the Buyer fails to fulfil the terms of payment, the Company shall be entitled to demand payment of all outstanding balances whether due or not and/or cancel all outstanding orders whether due or not and/or decline to make further deliveries except on receipt of cash or other satisfactory security.
4.4 The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any order.
4.5 The Buyer shall have no right of set off, statutory or otherwise.
5.1 All items due for delivery shall be delivered to the address at which the Buyer’s account is registered, unless the Company is otherwise notified in writing.
5.2 Delivery dates are an estimate only.
5.3 The Company shall not be liable for any loss whatsoever or howsoever arising caused by its non-delivery or by the failure to make Goods ready for collection on the due date.
5.4 If the Company is prevented from delivering any Goods at the time provided for delivery by reason of any cause outside the reasonable control of the Company (including but not limited to fire, explosion, delay in supplies, interference by labour strikes or lock outs, or non-availability of transport or materials) then the date or period for delivery shall be extended by the duration of the delaying factors. If the delaying factors continue to operate, the Buyer may give written notice to the Company to terminate the contract in respect of those Goods which still remain to be delivered under the contract.
5.5 The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
5.6 If no date for delivery is stated, deliveries shall be made in a reasonable time.
5.7 Deviations in the quantity of the Goods delivered representing not more than 10% by value from that stated in the Buyer’s order shall not give the Buyer any right to reject the Goods or to claim damages and the Buyer shall accept and pay at the contract rate for the quantity of the Goods delivered.
5.8 If the Buyer shall fail to take delivery of the Goods when delivery is attempted or falls due, the Company shall be considered to have tendered and the Buyer to have refused to accept such delivery.
5.9 If after a failed delivery to you, you do not re-arrange delivery or collection we will contact you for further instructions and may charge for storage costs and any further delivery costs. If despite our efforts we are unable to contact you or re-arrange delivery or collection then we may end the Contract and charge you reasonable compensation for our costs and/or losses.
6.1 Goods can be returned within 14 days of delivery only with the prior consent in writing given by the Company. The signature of a delivery note does not constitute consent. The cost of the initial delivery and a 20% restocking fee will be deducted from any monies due to be refunded. The cost of returning the goods will be be at the Buyers expense.
7. Risk and the passing of property
7.1 Title in the Goods shall not pass to the Buyer until payment is made by the Buyer of the price and all other monies due to the Company. At any time prior to such payment being made, the Company or its agents shall have the right to enter upon the premises where the Goods are stored and retake possession of them.
7.2 Risk in the Goods shall pass to the Buyer whenever the first of the following events occurs:
the Goods are delivered to the Buyer’s address or such other address notified by the Buyer in writing; or
if the Goods are collected, when the Goods are loaded onto transport provided by the Buyer or its agents.
7.3 The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of Goods in settlement of such invoices or accounts in respect of such Goods as the Company may in its absolute discretion think fit, notwithstanding any purported appropriation to the contrary by the Buyer.
7.4 If the Buyer:
7.4.1 makes default or commits any breach of its obligations to the Company and fails to remedy such default or breach within a reasonable time not exceeding 14 days; or
7.4.2 is involved in any legal proceedings in which its solvency is in question; or
7.4.3 is a company and any meeting is convened or resolution is passed or petition is presented (otherwise than for reconstitution or amalgamation) to wind it up, or a receiver is appointed or is subject to an administration order; or
7.4.4 ceases or threatens to cease to trade
then in any such case the Company shall immediately become entitled (without prejudice to its other claims and rights under any contract) to suspend further performance of any contract for such time not exceeding six months as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat any contract as wrongfully repudiated by the Buyer and forthwith terminate such contract.
8. Inspection / Damages /Shortages, etc.
8.1 The Buyer is under a duty to inspect the Goods on delivery or on collection, as the case may be.
8.2 Claims for non-delivery or short-delivery must be made within 7 days of delivery/collection date.
8.3 The Company shall be under no liability for any defect, damage in transit or shortages that would be apparent on careful inspection if a written claim is not delivered to the Company within 7 days of delivery/collection of the Goods, as the case may be, detailing the alleged defect, damage or shortfall.
8.4 In all cases where defects, damages or shortages occur, the Company shall be under no liability in respect thereof unless evidence of such or an opportunity to inspect the Goods is supplied to the Company.
8.5 Subject to Clause 8.2, Clause 8.3 and Clause 8.4, the Company shall make good any shortage in the Goods and (where appropriate) replace any Goods which are defective or damaged in transit as soon as it is reasonably able to do so, but otherwise shall be under no liability whatsoever arising from such shortage, defect or damage.
9. Our Goods
9.1 The images of the Goods on our site are for illustrative purposes only. Although we make every effort to display the details and colours accurately, we cannot guarantee that any device’s display of the colours will accurately reflect the actual colour of the Goods. The Goods you receive may vary slightly from those detailed in images.
9.2 Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site may vary slightly.
9.3 The packaging of the Goods may vary from that shown on images on our site.
10. Intellectual Property
10.1 The drawings, designs, copyright and intellectual property in the Goods shall belong to the Company unless expressly agreed in writing to the contrary. Nothing in the Contract shall grant you any intellectual property rights in the Goods.
10.2 The trademarks, logos and service marks (collectively the "Trademarks") you see on this site, are registered and unregistered trademarks of the Company, its affiliates and others. Nothing in Contract grants you any license or right to use any Trademark displayed on this site without the express written permission of the owner of the Trademark. Your use or misuse of the Trademarks displayed on this site, or any other content on this site, is strictly prohibited.
10.3 You shall not make any copies or reproductions or modify, deconstruct or reverse engineer any of the Goods.
11.1 The Buyer should satisfy itself by inspecting and/or testing samples of the Goods or otherwise to establish that all Goods delivered are of merchantable quality and comply with all relevant legal requirements, and the Buyer will be deemed and conclusively presumed to have done so.
11.2 The Company warrants that on delivery, the Goods are of merchantable quality and comply with all relevant legal requirements for the purpose they goods are advertised for.
12.1.1 Nothing in Clause 12 shall be deemed to exclude or restrict the Company’s liability for death or personal injury resulting from negligence.
12.1.2 Each of the sub-clauses in Clause 12 is to be treated as separate and independent.
12.2 Warranty and Exclusions
12.2.1 The Company agrees that if any Goods are not of merchantable quality or compliant with all relevant legal requirements on delivery, the Company will at its own option replace the Goods at its own expense or refund the purchase price or a fair proportion of it.
12.2.2 Claims in respect of any issues covered by Clause 12.2.1 should be made as soon as such issues are reasonably capable of discovery but in any event within 7 days of delivery or collection of the Goods, as the case may be, failing which no such claims will be considered by the Company.
12.2.3 In consideration for receiving the benefit of Clause 8.5, Clause 11.2 and Clause 12.2.1, the Buyer agrees that no other warranties or indemnities, express or implied, statutory or otherwise, shall form part of any contract or shall be implied into any contract with the Company.
12.3 Exclusion of Consequential Loss
The Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of duty in contract or tort or in any other way (including loss arising from the Company’s negligence).
The Company’s total liability for any one claim or for the total of all claims arising from any one act of default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed the contract price.
13. AssignmentThe Buyer shall not assign or transfer or purport to assign or transfer the contract or the benefits thereof to any other person without the prior written consent of the Company.
14. Proper Law and Jurisdiction
14.1 Company and Buyer agree, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
14.2 Company and Buyer agree the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
The rights and remedies of the Company under the contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company, nor by any failure of or delay by the Company in asserting or exercising any such rights or remedies.
16. Force Majeure
16.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 16.2.
16.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, failure of our third party suppliers, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
16.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
16.4 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.
When we refer, in these Terms, to "in writing", this will include e-mail.
18.1 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
The headings of these Terms and Conditions are for convenience only and shall have no effect on the interpretation thereof.