Terms & Conditions for Retail Suppliers
1. Sale
2. Orders and Quotes1.1 These Conditions shall govern the Contract to the exclusion of any other terms or conditions.
1.2 Any advice or recommendation given by any representative of My Holiday Limited to the Buyer relating to the Goods, which is not confirmed in writing by My Holiday Limited will not be binding on My Holiday Limited.
1.3 Any variation to the Contract must be agreed in writing between the Buyer and My Holiday Limited.
3. Right of Cancellation2.1 In accepting a quote or submitting an Order for the Goods the Buyer acknowledges that the limitations of monitor capabilities and of printers mean that the colour of the products on the web site may vary from the Goods supplied by My Holiday Limited to the Buyer under the Contract.
2.2 To the extent permitted by law, any error in any quote, sales literature or other document or information issued by My Holiday Limited or placed upon the Web Site may be corrected by My Holiday Limited without any liability to the Buyer.
2.3 My Holiday Limited may make any changes in the specification of the Goods to conform to any UK statutory or European Union requirements or, where the Goods are to be supplied to My Holiday Limited's specification, which do not materially affect their quality, performance or fitness for their purpose.
3.1 The Buyer has the right to cancel the order within 7 days of receipt of the order by My Holiday Limited by giving written notice of cancellation to My Holiday Limited within that 7 day period. Upon receipt of the notice of cancellation of the order the order shall be deemed to null and void provided always that the notice was received by My Holiday Limited within the required 7 day period.
4. Price
4.1 The price of the Goods shall be the price included on the written confirmation of the Order issued by My Holiday Limited, subject to any inadvertent pricing errors (whether technical or otherwise) by My Holiday Limited. If My Holiday Limited discovers a pricing error for any Goods that the Buyer orders, then My Holiday Limited will cancel the Order without penalty and notify the Buyer of the error.
4.2 The price of the Goods includes the cost of delivery for any Goods delivered within the UK.
4.3 The price of the Goods is inclusive of any applicable value added tax, which the Buyer shall be liable to pay to My Holiday Limited as part of the order value.
5. Payment Terms
5.1 The date for payment (the Due Date) shall be 30 days from the date of issue of the invoice. Invoices will not be issued before the Goods have been delivered to the Buyer.
5.2 Payments shall be made by BACS or CHAPS transfer so that full payment is received by My Holiday Limited on or before the Due Date included on the invoice for the Goods. Thereafter (without prejudice to any remedies available to My Holiday Limited) interest on payments due will accrue at the rate of 4% per annum over the Barclays Bank Plc base rate from time to time until payment in full is received by My Holiday Limited.
5.3 Notwithstanding the above, payment for all orders shall become due immediately in the event that the Buyer is adjudged bankrupt or insolvent, has a receiver or administrator appointed over its assets or enters into any composition with its creditors.
6. Delivery
6.1 The place for delivery shall be as requested in the Buyer's Order.
6.2 Time for delivery of the Goods shall not be of the essence, but in any event My Holiday Limited will endeavour to ensure that all Goods shall be delivered within 30 days of acceptance of the Buyer’s order.
6.3 If the Buyer does not take delivery of the Goods or give My Holiday Limited adequate delivery instructions then My Holiday Limited may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage. My Holiday Limited shall not owe the Buyer any duty of care under this Clause 6.3 and shall not be liable to the Buyer for any loss, damage or deterioration of the Goods during storage.
6.4 If the Goods delivered to the Buyer do not include all of the Goods ordered by the Buyer or the incorrect Goods, the Buyer shall inform My Holiday Limited in writing within 7 days from the date of delivery. If the Buyer does not so inform My Holiday Limited in writing, My Holiday Limited shall not be responsible for any loss or damage suffered by the Buyer as a result of such delivery. In any event, My Holiday Limited's liability to the Buyer in such circumstances shall be limited to the price of the Goods not delivered or the cost of the replacement Goods.
7. Risk and Ownership
7.1 Risk of damage or loss of the Goods shall pass to the Buyer on delivery or, if the Buyer fails to take delivery of the Goods, the time when My Holiday Limited has tried to deliver the Goods.
7.2 Title in the Goods shall remain with My Holiday Limited until such time as the payment for the Goods has been received in full by My Holiday Limited at which time title shall pass to the Buyer. Until such time the Buyer shall hold the goods as bailee for My Holiday Limited.
7.3 If a Receiver or Administrator or Trustee in Bankruptcy is appointed over any of the Buyer’s assets, or if for any reason payment if the total price of the goods is not made on the due date My holiday Limited shall have the right with or without notice at any time thereafter to retake possession of all or part of its goods and to inspect and take copies of the Buyer’s records in so far as they relate to My Holiday Limited’s goods and for such purpose any authorised representative of My Holiday Limited shall be entitled to enter upon any premises occupied or used by the Buyer.
7.4 Notwithstanding the above, unless and until My Holiday Limited notified the Buyer to the contrary the Buyer will be permitted to sell My Holiday Limited’s books which have not been paid for to third parties in the normal course of business on the understanding that the proceeds of any such sale shall be held by the Buyer in trust for My Holiday Limited and shall be deposited in a separate fiduciary bank account which enables them to be identified exclusively as being My Holiday Limited’s monies up to the value of the amount owed to My Holiday Limited. The said monies shall not be withdrawn (except if paying My Holiday Limited) until My Holiday Limited has been paid in full by the Buyer.
8. Intellectual Property
8.1 All intellectual property and other proprietary rights (including, but not limited to, copyright, design rights and trademarks) and all technical, business or similar information (including but not limited to, all designs, documents and other materials relating to the Goods) created by My Holiday Limited before, during and after
the course of the Contract shall be, and shall remain, the property of My Holiday Limited only.9. Warranty and Liability
9.1 Nothing in this clause 9 shall exclude My Holiday Limited's liability for death or personal injury caused by its negligence.
9.2 Subject to the conditions set out below My Holiday Limited warrants that all Goods will correspond with the Order at the time of delivery and will be free from material defects or damage on delivery.
9.3 If My Holiday Limited is in breach of the warranty contained at clause 9.2 above, the Buyer shall advise My Holiday Limited in writing immediately and in any case not later than 7 days from the date of delivery to the Buyer. Unless instructed to the contrary in writing by My Holiday Limited, all damaged or defective goods shall be returned to My Holiday Limited by the Buyer within 14 days from the date of delivery to the Buyer.
9.4 Upon receiving a notice under clause 9.3 above and receiving any damaged or defective goods , My Holiday Limited may, at its sole option:-
9.4.1 replace all or any part of the missing, damaged or defective Goods; or
9.4.2 refund the price of those Goods which are missing, defective or damaged plus the reasonable delivery costs incurred in returning the damaged or defective goods to My Holiday Limited. Such costs shall be the limit of My Holiday Limited’s liability for such missing, damaged or defective goods.
9.5 My Holiday Limited’s liability regarding the return of damaged goods extends only to those goods that are damaged prior to delivery to the Buyer. Any goods damaged after delivery to the Buyer are the Buyer’s responsibility.
9.6 My Holiday Limited will not make any refund or credit to the Buyer for any goods that are not damaged or defective but which form part of an order which includes damaged goods.
9.7 The warranty contained in clause 9.2 shall be the extent of My Holiday Limited's liability for defective Goods.
9.8 The Goods are not tested and sold as fit for any particular purpose and any terms of warranty or condition express or implied by statute or otherwise to the contrary are excluded to the extent allowed in law.
9.9 Save as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties conditions terms and liabilities express or implied by statute or common law are excluded to the fullest extent permitted by law and My Holiday Limited will not be liable to the Buyer for any loss of any kind whatsoever (including for the avoidance of doubt, any consequential loss which arises out of the breach of implied warranties or conditions or breach of any other duty of any kind imposed on My Holiday Limited by operation of law.
9.10 My Holiday Limited will not be liable to the Buyer for any of the following losses which may arise by reason of any breach of the Contract or any implied warranty, condition or other term, any representation or any duty of any kind imposed on My Holiday Limited by operation of law:
9.10.1 any loss of anticipated profits or expected future business;
9.10.2 damage to reputation or goodwill;
9.10.3 any damages costs or expenses payable by the Buyer to any third
party;9.10.4 loss of any order or contract; or
9.10.5 any consequential loss of any kind.
9.11 Unless otherwise provided in these Conditions, and subject to clause 9.5 above, the liability of My Holiday Limited for breach of any express or implied term of these Conditions shall be limited to the reasonable cost of remedying any defect in the Goods or other matter constituting a breach and in no circumstances shall My Holiday Limited's liability exceed the total amount paid by the Buyer to My Holiday Limited under the Contract.
9.12 If, notwithstanding the provisions of this clause 9, liability is attached to My Holiday Limited in no circumstances shall My Holiday Limited's liability to the Buyer for a breach of any express or implied terms of the Contract or any other duty of any kind imposed on My Holiday Limited by law arising out of or in relation to the Contract exceed the total amount of the Buyer’s Order.
9.13 Without prejudice to any other provision of this clause 9, My Holiday Limited will not be in breach of the terms of the Contract for any delay in performing, or failure to perform, its obligations under the Contract if that delay or failure was due to any cause or circumstance beyond My Holiday Limited's reasonable control.
10. Indemnity
10.1 The Buyer shall indemnify My Holiday Limited against any loss or damage suffered by My Holiday Limited as a result of any claims brought against My Holiday Limited by any third party for:-
10.1.1 any loss, injury or damage caused by the Goods or their use;
10.1.2 any loss, injury or damage in any way connected with this Contract provided that this Clause will not require the Buyer to indemnify My Holiday Limited against any liability for My Holiday Limited's own negligence.
11. Termination
11.1 My Holiday Limited may terminate this Contract or any other contract between the parties and may cancel or suspend future deliveries (under this Contract or any other contract) if the Buyer:
11.1.1 is in breach of these Conditions or any other contract between the parties; or
11.1.2 has a petition presented for its winding up or for an administration order to be made in respect of it; has an administrator, receiver or administrative receiver appointed over it or any of its assets; resolves to wind itself up (other than for a solvent reorganisation); has a bankruptcy order made against it or and of its partners; or enters, or proposes to enter into a composition or voluntary arrangement with its creditors.
11.2 On termination, the Buyer shall pay to My Holiday Limited all costs, expenses (including reasonable legal and other fees incurred), arrears, charges or other payments arising in respect of the Goods under the Contract.
11.3 Termination shall not affect either party's accrued rights under the Contract.
12. Withdrawal and Use of Goods
12.1 My Holiday Limited may withdraw the sale or distribution of any goods produced by or generally supplied by My Holiday Limited without prior notice, or liability, to the Buyer.
12.2 If My Holiday Limited provides the Buyer with information about the use for which the Goods are designed and about any conditions necessary to ensure that the Goods will be safe then the Buyer shall use the Goods accordingly.
13. General
13.1 Any notice required under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or any other address notified by the receiving party to the party giving the notice. Any notice shall be deemed to be served:
13.1.1 if sent by pre-paid first class post to the party to whom it is given, on the day it is posted; or
13.1.2 if sent by pre-paid air-mail post to the party to whom it is given, on the day it is posted; or
13.1.3 if sent by fax to the recipient's fax number at the date and time given on the sender's transmission acknowledgement slip or (in the case of manifest error or loss of the slip) on the day on which it is sent.
13.1.4 if left at an address given in which case it is taken to have been given on the day on which it was left.
13.1.5 if sent by e-mail to the private or business e-mail address of the parties in which case it is taken to have been given on the day on which it was sent.
13.2 If any of these Conditions is held by any competent authority to be unlawful, invalid or unenforceable in whole or in part then the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby and shall continue to be valid and enforceable to the fullest extent permitted by law.
13.3 The Contract and these Conditions shall be under English law and the parties submit to the exclusive jurisdiction of the English Courts if there are any disputes between them of any kind.
13.4 The Buyer shall not transfer, assign or sub-contract its obligations under the Contract without My Holiday Limited's prior consent in Writing.
13.5 Failure or neglect by My Holiday Limited to enforce at any time any of these Conditions shall not be a waiver of My Holiday Limited's rights and it shall not affect the validity of the whole or any part of these Conditions or prejudice My Holiday Limited's right to take subsequent action.
13.6 Nothing in these terms and conditions is intended to confer on any third party any benefit or any right to enforce any terms contained in these terms and conditions