Sale of Goods

The Customer's attention is drawn in particular to the “Limitation of Liability” Clause

  1. Interpretation
    1. Definitions. In these Conditions, the following definitions apply:

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

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

Contract: the agreement / contract between the Seller and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from the Seller.

Force Majeure Event: has the meaning given in the “Force Majeure” clause below.

Goods:  the goods (or any part of them) set out in the Order.

Order: the Customer's order / request for Goods, as set out on a purchase order form, written acceptance of the Seller's quotation, written or electronic acceptance of the Seller's price or quotation, or otherwise, as the case may be.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Seller. 

Seller: TFTF Project CIC, a community interest company registered in England and Wales under company number 10831904 having our registered office at 3 Tilney Court, London EC1V 9BQ.

    1. Construction. In these Conditions, the following rules apply:
      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
      2. A reference to a party includes its personal representatives, successors or permitted assigns;
      3. 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;
      4. any obligation on a party not to do something includes an obligation not to allow that thing to be done;
      5. 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; and
      6. A reference to writing or written includes faxes and e-mails. 
  1. Basis of contract
    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. 
    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 applicable Specification are complete and accurate.
    3. The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order, at which point the Contract shall come into existence.
    4. The 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 Seller which is not set out in the Contract. 
    5. Any samples, drawings, descriptive matter, or advertising produced by the Seller and any descriptions or illustrations contained in the Seller's catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
    6. A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 14 (fourteen) Business Days from its date of issue.
  2. Goods
    1. The Goods are as described in the Seller's catalogue, website or the Specification.
    2. To the extent that the Goods are to be manufactured / supplied in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Seller 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 professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Seller's use of the Specification. This clause shall survive termination of the Contract.
    3. The Seller reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
  3. Delivery
    1. The Seller shall ensure that each delivery of the Goods is accompanied by a delivery note which shows details of the Order together with any relevant Customer and Seller reference numbers.
    2. The Seller shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Seller notifies the Customer that the Goods are ready.
    3. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
    4. Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. In any event, the Seller 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 Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    5. If the Seller fails or is unable to deliver the Goods for whatever reason, the Contract shall be deemed immediately terminated and the Seller shall be liable to return to the Customer any price paid in respect of the Order. In any event, the Seller 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 Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
    6. If 30 Business Days after the day on which the Seller notified the Customer that the Goods were ready for delivery or collection the Customer has not collected or accepted delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
  4. Quality
    1. The Seller warrants that on delivery, and for a period of 3 (three)  months from the date of delivery (warranty period), the Goods shall:
      1. conform in all material respects with their description and any applicable Specification;
      2. be free from material defects in design, material and workmanship; and
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
    2. Subject to the subsequent sub-clause, if:
      1. the Customer gives notice in writing to the Seller during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out above; 
      2. the Seller is given a reasonable opportunity of examining such Goods; and
      3. the Customer (if asked to do so by the Seller) returns such Goods to the Seller's place of business at the Customer's cost, the Seller shall, at its option, repair or replace the defective Goods for no additional cost, or refund the price of any defective Goods in full.
    3. The Seller shall not be liable for Goods' failure to comply with the warranty set out above in any of the following events:
      1. the Customer makes any further use of such Goods after giving notice in accordance with this “quality” clause; 
      2. the defect arises because the Customer failed to follow the Seller's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; 
      3. the defect arises as a result of the Seller following any drawing, design or Specification supplied by the Customer; 
      4. the Customer alters or repairs such Goods without the written consent of the Seller; 
      5. the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
      6. the Goods differ from their description or the Specification, as applicable, as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
    4. Except as provided in this clause, the Seller shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out above.
    5. 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.
    6. These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.
  5. Title and risk
    1. The risk in the Goods shall pass to the Customer on completion of delivery.
    2. Title to the Goods shall not pass to the Customer until the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller 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. 
    3. As applicable, until title to the Goods has passed to the Customer, the Customer shall:  
      1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Seller's property;  
      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 
      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
      4. give the Seller such information relating to the Goods as the Seller may require from time to time.
  6. Price and payment
    1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Seller's published price list in force as at the date of delivery.
    2. The Seller may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
      1. any factor beyond the Seller's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
      2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or 
      3. any delay caused by any instructions of the Customer or failure of the Customer to give the Seller adequate or accurate information or instructions. 
    3. Unless otherwise stated, the price of the Goods is exclusive of the costs and charges of delivery of the Goods, which shall be charged to the Customer.
    4. Unless other stated, the price of the Goods will be inclusive of amounts in respect of value added tax (VAT). Where exclusive of VAT, the Customer shall pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
    5. The price of the Goods (together with any additional charges for delivery, as applicable) shall be payable in full in cleared funds upon placement of an Order and before delivery of the Goods. Payment shall be made in the manner and/or to the bank account nominated by the Seller. Time of payment is of the essence.
    6. If the Customer fails to make any payment due to the Seller under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8% per annum above Barclays 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. The Seller reserves the right to charge interest and compensation on any overdue amount at the rate specified in the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment is due.
    8. 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 Seller 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 Seller to the Customer.
  7. Termination and suspension
    1. Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Customer and the Seller if the Customer fails to pay any amount due under this Contract on the due date for payment or the Seller believes that the Customer may be unable to pay its debts as and when they fall due.
    2. On termination of the Contract for any reason the Customer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest.
    3. Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
    4. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
  8. Cancellation policy
    1. The Customer is entitled to cancel the Order and return the Goods within 14 (fourteen) days of receipt, provided the Goods are in mint condition, unused, undamaged (unless defective in accordance with 5.1), and showing no wear and tear. 
    2. If the Customer requests a refund according to 9.2, and the terms of that clause are satisfied, The Seller must provide a refund to the Customer. The Seller must be notified in writing, addressed to hello@thefaketitfund.com, and any dispute over timings will be settled according to receipt of email.
    3. The Seller reserves the right to refuse a refund if the terms of 9.1 above are not satisfied. 
  9. Limitation of liability
    1. Nothing in these Conditions shall limit or exclude the Seller's liability for:  
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
      2. fraud or fraudulent misrepresentation; 
      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; 
      4. defective products under the Consumer Protection Act 1987; or 
      5. any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.
    2. Subject to the aforesaid:
      1. the Seller shall under no circumstances whatever 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  
      2. the Seller'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

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. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), 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 boom, 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 Sellers or subcontractors. 

  1. General
    1. Assignment and other dealings.
      1. The Seller 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.
      2. 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 Seller.
    2. Notices.
      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
      2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this “notices” clause; if sent by pre-paid first class post or other next working day delivery service, at 12.00 pm 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 e-mail, one Business Day after transmission.
      3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    3. Severance.
      1. 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.
      2. If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    4. Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    5. Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    6. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Seller.
    7. Governing law. The 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.
    8. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).