TERMS & CONDITIONS OF SUPPLY OF SERVICE

The Customer's attention is drawn in particular to the provisions of clause 6.

1. INTERPRETATION

1.1 Definitions
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Acceptance of Order: any form of writing including electronic messaging such as WhatsApp, SMS and Facebook, wherein the Company confirms that it will supply such of the Services as are set out in the Contract as entered into between the Company and the Customer.

‍Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

‍Company: Ellidore + Thadeus (Registered in England and Wales with company number 07239424

‍Conditions: the terms and conditions set out in this document as may be amended from time to time in accordance with clause 8.4.

‍Contract: the contract between the Company and the Customer for the supply of any of the Services which contract shall be entered into in accordance with and subject to and include these Conditions.

‍Customer: the Person who purchases any Services from the Company.

‍Force Majeure: means and includes fire, flood, casualty, lock out, strike, labour conditions, industrial action of any kind, unavoidable accident, national calamity or riot, Act of God, earthquake, the enactment of any Act of Parliament or the act of any other legally constituted authority, any cause or event arising out of or attributable to all or any other cause or event (whether of a similar or dissimilar nature) outside the control of the Company or the Customer.

‍Order: the Customer's written order for any of the Services.

‍Services: means any of the following services supplied by the Company to its customers as follows:-
(1) Booking and management of holidays;
(2) Procuring tickets for travel;
(3) Any other services that the Company agree in writing with the Customer that it shall undertake on behalf of the Customer;

and Service shall be construed accordingly.

‍Supplier: means any third party supplier with whom the Company liaises in providing any of the Services to or on behalf of the Customer.

1.2 Interpretation:
‍(a) Clause headings shall not affect the interpretation of these Conditions.
(b) A Person includes a natural person, a corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.
(c) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
(d) Unless the context otherwise requires, words in the singular shall include the plural and vice versa and a reference to one gender shall include a reference to the other genders.
(e) Any obligation in the Contract or these Conditions on a Person not to do something includes an obligation not to agree or allow that thing to be done.
(f) References to clauses are to the clauses of these Conditions.
(g) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(h) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(i) A reference to writing or written includes SMS texts, WhatsApps, social media, faxes and emails.

2. BASIS OF CONTRACT

‍2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Customer thus waives any right (it might otherwise have) to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions, any other term of the Contract or the terms of the Acceptance of Order.

2.2 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 agreed Specification are complete and accurate.

2.3 The Order shall only be deemed to be accepted when the Company sends to the Customer an Acceptance of Order, at which point the Contract shall come into existence.  In the case of a conflict between the terms of the Order or the terms of the Acceptance of Order the terms of the Acceptance of Order shall prevail

2.4 Save for the Specification, any samples, drawings, descriptive matter or advertising produced by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2.5 A quotation for the Goods given by the Company shall not constitute an offer. A quotation shall only be valid for a period of 1 Business Days from its date of issue.

3. GOODS

‍3.1 The Goods are as described in the Acceptance of Order.

3.2 The Company reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

4. DELIVERY

‍4.1 The Company shall ensure that:
(a) each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, all relevant Customer and Company reference numbers, details of the Goods, special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
(b) if the Company requires the Customer to return any packaging materials to the Company, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Company shall reasonably request. Returns of packaging materials shall be at the Company's expense.

4.2 The Company shall have no liability to deliver the Goods until payment of the price for the Goods has been received in cleared funds by the Company.

4.3 The Company shall deliver the Goods to the location set out in the Order or if none or if different as set out in the Acceptance of Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Company notifies the Customer that the Goods are ready

4.4 Delivery is completed on the arrival of the Goods at the Delivery Location.

4.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6 If the Company fails to deliver the Goods, its liability shall be limited to the cost paid by the Customer for replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or the customer’s failure to pay for the Goods or the Customers refusal to accept delivery of the Goods.

4.7 If the Customer fails to take or accept delivery of the Goods when delivered, then, except where such failure or delay is caused by a Force Majeure Event or the Company's failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9 a.m. on the third Business Day after the day on which the Company notified the Customer that the Goods were ready for delivery; and
(b) the Company shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.8 If ten Business Days after the day on which the Company notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the price of the Goods.

4.9 The Company may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.5. QUALITY

5.1 Subject to the provisions of clauses 5.2, 5.3 and 5.4, the Company warrants that on delivery the Goods shall:
(a) conform in all material respects with their description in the Acceptance of Order and/or any applicable Specification;
(b) be in such condition as set out in the Acceptance of Order and/or any applicable Specification.
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5.2 The Company shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
(a) any defect arises because of some act or omission of the Customer;
(b) the Customer alters or repairs such Goods without the written consent of the Company;
(c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
(d) the Goods differ from their description or the Specification as a result of changes made to ensure they comply with any applicable statutory or regulatory requirements; or
(e) it is caused by a an event of Force Majeure.

5.3 The Company gives no warranties as to the quality, fitness for a particular use or purpose or otherwise in any Goods acquired by it on the Customer’s behalf or acquired from any Supplier and the Customer agrees that the Company shall not be responsible or held liable for any defect or any issue in relation to such Goods.

5.4 Without prejudice to the Customer’s statutory rights, where the Company sources and/or arranges the supply of any Goods which are made to the Customer’s personal specification, or are perishable in nature, such Goods will not be returnable by the Customer under any circumstances unless the Customer can arrange such return direct with the Supplier.

5.5 Except as provided in this clause 5, the Company shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.6 In respect of Goods that are not sold as brand new, the Company shall have no liability to the Customer for and shall not be responsible for making enquiries as to the history of the Goods or the identities of any previous owner of the Goods.

5.7 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.8 As well as any Goods supplied pursuant to the Contract, these Conditions shall also apply to any repaired or replacement Goods supplied by the Company.

6. TITLE AND RISK

‍‍6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the earlier of the Company receiving payment in full (in cleared funds) for the Goods and any other goods that the Company has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

6.3 Until title to the Goods has passed to the Customer, the Customer shall if for some reason delivery has taken place before payment:-
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company's property;  
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Company immediately if it becomes subject to any of the events listed in clause 8.1; and
(e) give the Company such information relating to the Goods as the Company may require from time to time.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods but only in the ordinary course of its business (but not otherwise) before the Company receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Company’s agent; and
(b) title to the Goods shall pass from the Company to the Customer immediately before the time at which resale by the Customer occurs.

6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy the Company may have:
(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
(b) the Company may at any time:
(i) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. PRICE AND PAYMENT

‍7.1. The price of the Goods shall be the price set out in the Order or if different the price set out in the Acceptance of Order.

7.2. The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Company at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

7.3. The Company may invoice the Customer for the Goods at any time it deems appropriate prior to or on the completion of delivery.

7.4. The Customer shall unless otherwise agreed in writing by the Company pay the invoice in full and in cleared funds on the date of the invoice.  Payment shall be made to the bank account nominated in writing by the Company. Time of payment is of the essence.

7.5. If the Customer fails to make any payment due to the Company under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above [NAME] Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.6. 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, without limiting 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.

8. TERMINATION

‍‍Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within fifteen Business Days of that party being notified in writing to do so;
(b) the Customer is declared bankrupt or takes any step or action in connection with his bankruptcy or it enters into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), is wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), it has a receiver appointed to any of its assets or ceases to carry on business or, if any step or action is taken in another jurisdiction, in connection with any analogous procedure, as referred to in this clause in any relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer's financial position deteriorates to such an extent that in the Company’s opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

8.2 Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Customer and the Company if the Customer becomes subject to any of the events listed in clause 8.1(a) to clause 8.1(d), or the Company 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.

8.3 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than five Business Days after being notified in writing to make such payment.

8.4. On termination of the Contract for any reason the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest.

8.5 Termination of the Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

8.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

9. LIMITATION OF LIABILITY

‍9.1 Nothing in these Conditions shall limit or exclude the Company's liability for:  
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987;  
(e) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.

9.2. Subject to clause 9.1:
(a) the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and  
(b) the Company's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

10. FORCE MAJEURE

Force Majeure. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from an event of Force Majeure. If the period of delay or non-performance continues for six weeks, the party not affected may terminate this Contract by giving five Business Days’ written notice to the affected party.

11. GENERAL

11.1. Assignment and other dealings.
(a) 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.
(b) 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.

11.2. Confidentiality.
(a) Each party undertakes that except as permitted by clause 11.2(b) it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or any detail of the Contract [or the existence of the Contract].
(b) Each party may disclose the other party's confidential information:
(i) to its employees, officers, representatives, advisers, agents or suppliers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, advisers, agents or suppliers to whom it discloses the other party's confidential information comply with this clause 11.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
(d) This clause 11.2 shall survive termination of the Contract.1

1.3. Entire agreement.
(a) The Contract (which includes these Conditions) constitutes the whole agreement and understanding of the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of the Contract (including these Conditions).
(b) Each party acknowledges that, in entering into the Contract, it has not relied on any statement, representation, assurance or warranty (whether made negligently or innocently) other than those expressly set out in the Contract and the Conditions.
(c) Each party agrees that all liability for and remedies in respect of any representations are excluded except as expressly provided in the Contract and the Conditions.
(d) Nothing in this clause 11.3 shall limit or exclude any liability for fraud.

11.4. Variation.  No variation of the Contract shall be effective unless it is in writing and signed by the Company and the Customer (or their authorised representatives).

11.5. Waiver. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.  A delay or failure to  exercise, or the single or partial exercise of, any right or remedy shall not:
(a) waive that or any other right or remedy; nor
(b) prevent or restrict the further exercise of that or any other right or remedy.

11.6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.7. Notices.
(a) Any notice or other communication given under or in connection with the Contract shall be in writing, addressed to, in the case of the Company its registered office and addressed to, in the case of the Customer (if it is a company) its registered office or its principal place of business or if an individual such address as the Customer may have notified the Company as being his place of residence or failing that at the address shown for the Customer on the Order, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax, email or WhatsApp.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.7(a); if sent by pre-paid first class post or other next working day delivery service, at 9 a.m. on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or email at 9 a.m. on the next Business Day after transmission.
(c) The provisions of this clause 11.7 shall not apply to the service of any proceedings or other documents in any legal action.

11.8. Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.

11.9. Conflict.  In the case of any conflict between these Conditions, and the terms of the Contract as set out in the Acceptance of Order then the terms of the Acceptance of Order shall prevail.

11.10. Law and Jurisdiction. The Contract, and any non-contractual obligations arising out of or in connection to it, are governed by and shall be construed in accordance with English law.

11.11. The Customer irrevocably agrees for the benefit of the Company that the Courts of England are to have jurisdiction to hear and determine any suit, action or proceedings arising out of or in connection with the Contract (including a dispute regarding the existence, validity or termination of the Contract) or any non-contractual obligation arising out of it or in connection with the Contract (a “Dispute”).

11.12. The Company and the Customer agrees that the Courts of England are the most appropriate and convenient court to settle Disputes and accordingly, no party to the Contract will argue to the contrary.

11.13. Clauses 11.10 to 11.13 are for the benefit of the Company only.  As a result, the Company shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Company may take concurrent proceedings in any number of jurisdictions.