Terms and Conditions

1. DEFINITIONS
Business Day: a day (other than a Saturday, Sunday or public holiday) when the banks in London are open for business.
Company: Dudson Ltd of 200 Scotia Road, Tunstall, Stoke on Trent ST6 4JD, company registration number 00910754.
Contract: any contract entered into for the sale and purchase of Goods between the Company and the Customer.
Customer: the person or organisation that purchases Goods from the Company.
Force Majeure Event: any event beyond the parties’ reasonable control including strikes, lockouts or other industrial disputes, failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic booms, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions or default of suppliers or subcontractors.
Goods: any goods the subject of any Contract or any part or parts of them as set out in the Order.
Liability: liability for any and all damages, claims, proceedings, actions, awards, expenses, costs and any other losses and/or liabilities.
Order: the Customer’s Order for the Goods/Services subject to clause 7(a).
Services: any services purchased by the Customer associated with and incidental to the purchase of the Goods.
Specification: any specification that is agreed in writing between the Company and the Customer.

2. EXTENT OF CONTRACT
(a) These conditions apply to all Contracts to the exclusion of any other terms that the Customer seeks to incorporate, or by virtue of any course of dealings, and shall constitute the whole of the Contract.
(b) No employee or purported or actual agent of the Company has the authority to amend these Conditions and no variation, cancellation or waiver shall be effective unless made in writing and signed by a duly authorised executive representative of the Company.
(c) No failure or delay by the Company to exercise any right or remedy, or partial exercise of the same, shall comprise a waiver of that or any other right or remedy, nor shall it be deemed a waiver of any subsequent breach or default.
(d) If any court or competent authority decides that any of these terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
(e) The Company’s typographical or clerical errors or omissions shall be subject to correction so that the document achieves the originally intended commercial result.
(f) The Contract shall be governed by the laws of England and Wales and the Courts of England and Wales shall have exclusive jurisdiction in all matters regarding the Contract.
(g) A person who is not a party to this Contract has no right to benefit from or enforce any term of the Contract under the Contracts (Rights of Third Parties) Act 1999 (as amended).
(h) The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(i) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Company.
(j) This Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Company which is not set out in the Contract.
(k) Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event.

3. ACCEPTANCE
(a) No Contract shall come into existence until the Customer’s Order is accepted by the earlier of the Company’s written acceptance of the Order the delivery of the Goods or the Company issuing an invoice. The Contract cannot be varied other than in accordance with clause 2(b).
(b) The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
(c) Orders are accepted on the understanding that the Customer has read and accepted these conditions.
(d) Subject to clause 4(f) the Company will consider any request from a Customer to cancel any order in whole or in part or to rearrange delivery schedules, but cannot guarantee to agree to any such requests.
(e) A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.

4. GOODS AND SPECIFICATIONS
(a) Descriptions and illustrations contained in the Company’s catalogues and price lists are intended merely to present a general idea of the Goods and shall not form part of the Contract.
(b) Any capacities shown in the Company’s catalogues and price lists are measured brimful, wherever practicable-i.e. level to the top of the article. All dimensions and capacities are shown for guidance and cannot be guaranteed due to the inherent variations in ceramic manufacture. Similarly, the Company cannot guarantee that there will be no colour/shade variations between batches.
(c) The Customer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Company in connection with any claim made against the Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of a Specification provided by the Customer. This clause 4(c) shall survive termination of the Contract.
(d) The Company reserves the right to amend without notice the Specification of the Goods if required by any applicable statutory or regulatory requirements or the continued development and/or improvement of the quality of the Goods.
(e) If the Customer Purports to cancel a Contract or refuses to accept delivery of any Goods made to the Customer’s Specification, it will indemnify and keep indemnified the Company against all lost profits, costs (including increased administration costs and legal costs on a full indemnity basis), expenses, damages and any other losses and/or Liability suffered by the Company as a result.
(f) Orders placed in accordance with a Specification cannot be cancelled in the event of late delivery.

5. PRICES AND PAYMENT
(a) Orders are accepted on condition that prices charged will be the Company’s published price at the date of despatch and are subject to the addition of V.A.T. at the applicable rate.
(b) Prices shown in the Company’s price lists are ex-works and not inclusive of carriage or transit insurance.
(c) Payment is due in cleared funds by no later than the end of the month following the month of invoice to the bank account nominated by the Company.
(d) Time for payment shall be of the essence.
(e) The Customer shall pay all amounts due under the Contract in full without any set off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time in addition to any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Company to the Customer.
(f) The Company may invoice the Customer for the Goods on or at any time after the completion of delivery. Invoice prices should be checked and any discrepancy reported to Dudson Ltd. within 14 calendar days from the date of the invoice. Any price descrepancies reported after 14 calendar days will not be accepted by Dudson Ltd.
(g) Without prejudice to any other rights of the Company, if an invoice is not paid in full by the due date, interest shall be payable on any overdue amount from the date on which payment was due to that on which it is made (whether before or after judgement) on a daily basis at the rate of 4 per cent over the base rate from time to time quoted by Lloyds Bank plc or, if greater, as determined in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended). The Customer shall also pay all legal and other costs incurred by the Company in recovering any amounts owing from the Customer and any Goods on which title has been retained by the Company, such costs being due for payment immediately on invoice.
(h) If the Customer fails to make any payment when and as due or otherwise defaults in any of its obligations under the Contract, the Company may without liability by written notice withhold or suspend its current or future performance of the Services or manufacture/delivery of the Goods or terminate the Contract under clause 11 and under any other agreement with the Customer.

6. TITLE
(a) The Customer warrants that:
(i) upon entering into the Contract it is not subject to any of the events set out in clause 11(b); and
(ii) subject to clause 11(a), if, during the course of the Contract any of the events set out in clause 11(b) occur, or the Customer apprehends that any might occur, it will immediately advise the Company in writing.
(b) Risk in the Goods shall pass to the Customer on completion of delivery.
(c) Title to the Goods shall remain with the Company until the Customer has paid to the Company in cash or cleared funds the full price of the Goods and/or Services together with the full price of any goods and services the subject of any other contract with the Company.
(d) Until title passes under clause 9(c) the Customer shall:
(i) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
(ii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(iii) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(iv) notify the Company immediately if it becomes subject to any of the events listed in clause 11(b);
(v) give the Company such information relating to the Goods as the Company may require from time to time.
(e) the Company shall be entitled at any time (including but not limited to after the Customer’s notification under clause 6(a)(ii)) on demand to:
(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; or
(ii) to enter any premises where the Goods are located for the purpose of inspecting or repossessing them; and,
(iii) repossess and sell all or any of the Goods and thereby terminate (without any liability to the Customer) the Customer’s right to use or sell them.
(f) The Company transfers to the Customer only such title and rights of use as the Company has in any Goods.

7. DELIVERY OF GOODS AND PACKING
(a) Goods are packed free in non-returnable cartons. Whenever a packing quantity is specified, fitted cartons are used and Orders can only be accepted for multiples of carton quantities.
(b) The Company may deliver the Goods by instalments, and no default or failure by the Company in respect of any one or more instalments shall vitiate the Contract in respect of Goods previously delivered or undelivered Goods.
(c) If the Customer fails to take delivery of the Goods or any part of them on the due date or to give adequate forwarding instructions enabling the Goods to be delivered on the due date, then except where such failures are due to a Force Majeure Event the Company may issue a written notice to the Customer that risk in the Goods will pass to the Customer. The Company may insure and store the Goods at the expense of the Customer and the Customer shall indemnify the Company against all losses and liabilities arising out of such failure.
(d) Any dates stated by the Company for the delivery of Goods are approximate only and time for delivery is not of the essence. The Company shall not be liable for any delay in delivery caused by a Force Majeure Event or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions relevant to the supply of the Goods.

8. CLAIMS NOTIFICATION
(a) The Customer shall have no right to reject the Goods and shall have no right to rescind for late delivery unless the due date for delivery has passed and the Customer has served on the Company a written notice requiring the Contract to be performed and giving the Company not less than 7 days in which to do so and the notice has not been complied with. This clause 8(a) shall not apply to any Goods produced in accordance with a Specification, in relation to which clause 4(f) shall apply.
(b) The Company shall have no Liability to the Customer in relation to the condition of the Goods unless any damage caused in transit is notified to the Company within 3 Business Days of the damage becoming apparent or suspected or when it should reasonably have become apparent or suspected by the Customer.
(c) Goods returned at the customer’s request with prior approval from Dudson Ltd. will be subject to a 25% restocking fee.

9. EXTENT OF LIABILITY
(a) The Company will, at its own expense and within a reasonable period, subject to these conditions at its discretion replace, repair or allow credit for the invoice value of any Goods in which any defect of materials or workmanship is shown to have existed at the time of despatch by the Company on condition that the Customer has given the Company written notice of the defect immediately upon it becoming apparent and in any event within 60 days from receipt of the Goods. Provided that the Company complies with this clause, such repair or replacement or refund shall be the Customer’s sole remedy in relation to any claims for defects.
(b) Any defective Goods must be made available to the Company for inspection if requested by the Company before the Company will have any Liability for defective Goods. The Company may, at its discretion, inspect the Goods on the Customer’s premises or may require the Goods to be returned to the Company’s premises, or other specified location, to be inspected.
(c) The remedy provided in clause 9(a) above will not apply if the Customer has not paid in full for the relevant Goods by the due date for payment.
(d) The Company shall have no Liability for any defect in the Goods caused or contributed to as a result of the Goods being used for display or demonstration purposes or being handled by customers of the Customer.
(e) The Company shall have no Liability for defective Goods where the defect has been caused or contributed to by the Customer to the extent so contributed, including but not limited to further manufacturing and/or decorating processes.
(f) The Company shall have no Liability to the Customer for defective Goods, Goods not despatched or Goods damaged or lost in transit unless the event is notified to the Company within the appropriate time limit set out the in these conditions.
(g) The Company shall have no Liability for damage, loss, liability, claims, costs or expenses caused or contributed by the Customer’s continued use of defective Goods after a defect has become apparent or suspected or should reasonably have become apparent or suspected to the Customer.
(h) The Company shall have no Liability to the Customer to the extent that the Customer is covered by any policy of insurance and the Customer shall ensure that its insurers waive any and all rights of subrogation they may have against the Company.
(i) The Company shall have no Liability for any matters which are outside its reasonable control.
(j) The Company accepts no liability, express or implied, for any life or wear of any Goods or for the quality or suitability for any particular purpose or use under specific conditions (whether or not known to the Company) of any Goods and it is the sole responsibility of the Customer to ensure that the Goods will meet its requirements;
(k) The Company shall have no liability to the Customer for any:
(i) consequential losses;
(ii) loss of profits and/or damage to goodwill;
(iii) economic and/or other similar losses;
(iv) special damages and indirect losses; and/or
(v) business interruption, loss of business, contracts, opportunity and/or production.
(l) The Customer shall be under a duty to mitigate any loss, damage, costs or expenses that it may suffer (including by maintaining an adequate stock of the Goods).
(n) The Company’s total liability to the Customer shall not exceed 100% of the value of the Contract excluding VAT. To the extent that any Liability of the Company to the Customer would be met by any insurance of the Company, then the Liability of the Company shall be extended to the extent that such Liability is met by such insurance.
(m) Each of the limitations and/or exclusions in this Contract shall be deemed to be repeated and apply as a separate provision for Liability for each of:
(i) breach of contract;
(ii) in tort (including negligence);
(iii) breach of statutory duty; and
(iv) breach of Common Law;
except clause 9(m) above which shall apply once only in respect of all the said types of Liability.
(o) Nothing in this Contract shall exclude or limit the Liability of the Company for death or personal injury due to its negligence or Liability which is due to the Company for fraud or any other Liability which is not permitted to be excluded or limited as a matter of law.
(p) No Contract shall constitute a sale by sample notwithstanding that any Goods may have been exhibited to or inspected by the Customer.

10. CREDIT
(a) The Customer authorises the Company to carry out checks (including enquiries relating to directors and other individuals) with credit reference agencies who may keep a record of that search and to make available to such agencies information relating to the conduct of the Customer’s account and the Customer acknowledges that the agencies concerned may share the information supplied to them with other businesses in assessing applications for credit and/or fraud prevention.

11. TERMINATION
(a) If the Customer becomes subject to any of the events listed in clause 11(b), the Company may terminate the Contract with immediate effect by giving written notice to the Customer.
(b) For the purposes of clause 6(a) and 11(a), the relevant events are:
(i) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(ii) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;
(iii) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer;
(iv) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
(v) (being a company) the holder of a qualifying floating charge over the Customer’s assets has become entitled to appoint or has appointed an administrative receiver;
(vi) a person becomes entitled to appoint a receiver over the Customer’s assets or a receiver is appointed over the Customer’s assets;
(vii) (being an individual) the Customer is the subject of a bankruptcy petition or order;
(viii) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
(ix) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11(b)(i) to clause 11(b)(viii) (inclusive);
(x) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
(xi) the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and
(xii) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
(c) Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 11(b)(i) to clause 11(b)(xiii), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
(d) On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
(e) Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
(f) Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

12. GOODS RETURNED
(a) The Company may, at its descretion, agree to the return of goods providing that they are unused and in their original packaging.
(b) Such agreed returns will be allocated a returns reference number to be quoted on all accompanying documentation and must be effected within 10 days of authorisation to the location specified by the Company.
(c) Any subsequent credit will be subject to a restocking charge.