1. Application of Conditions

   1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller.
   2. These Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

 

  2. Interpretation

   1. In these Conditions:-
   a. “Business Day” means any day other than a Saturday, Sunday or bank holiday;
   b. “the Buyer” means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
   c. “the Contract” means the Contract for the purchase and sale of the Goods under these conditions;
   d. “these Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller;
   e. “the Delivery Date” means the date on which the Goods are to be delivered as stipulated in the order;
   f. “the Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions;
   g. “month” means a calendar month;
   h. “the Seller” means Teddy Mountain LLC, a Company registered in the State of Delaware, USA, with the ability to transact business in the State of Florida, and includes all employees and agents of Teddy Mountain LLC.
   i. “writing” includes any communications effected by telex, facsimile transmission, electronic mail, online or any comparable means.
   2. Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
   3. The headings in these Conditions are for convenience only and shall not affect their interpretation.

 

  3. Basis of Sale

   1. The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
   2. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
   3. Sales literature, price lists, online orders and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller and no contract for the sale of the Goods shall be binding on the Seller unless the Seller has accepted an order placed by the Buyer by whichever is the earlier of:-
   a. the Seller’s acceptance;
   b. delivery of the Goods; or
   c. the Seller’s invoice.
   4. Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

 

  4. Orders and Specifications

   1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed by the Seller’s authorised representative.
   2. The specification for the Goods shall be those set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order (if accepted by the Seller). The Goods will only be supplied in the minimum units (or multiples) stated in the Seller’s price list or in multiples of the sales as specified. Orders received for quantities other than these will be adjusted accordingly, illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.
   3. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
   4. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

 

  5. Price

   1. The price of the Goods shall be the price listed in the order which is current at the date of acceptance of the Buyer’s order or such other price as may be agreed in writing by the Seller and the Buyer.
   2. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
   3. Except as otherwise stated under the terms of any quotation, order or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are not inclusive of the Seller’s charges for packaging and transport within the USA & Canada unless otherwise agreed between the Buyer and the Seller.
   4. The price is exclusive of any applicable sales or taxes or duties of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.

 

  6. Payment

   1. Subject to any special terms agreed in writing between the Buyer and the Seller, the buyer will pay the price of the goods upon the placement of the order.
   2. All payments shall be made to the Seller as indicated on the checkout of acceptance or invoice issued by the Seller.
   3. The Seller is not obliged to accept orders from any Buyer who has not supplied the Seller with references satisfactory to the Seller; if at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding Clause 6.2 of these conditions, all amounts owing by the Buyer to the Seller shall be immediately payable in cash.

 

  7. Delivery

  1. Delivery of the Goods shall be made by the Seller delivering the Goods to the place specified in the Buyer’s order and/or the Seller’s acceptance as the location to which the Goods are to be delivered by the Seller or, if no place of delivery is so specified, by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection.
  2. The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.

 

   8. Inspection/Shortage

   1. The Buyer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.
   2. Where the Goods cannot be examined the carriers note or such other note as appropriate shall be marked “not examined”.
   3. The Seller shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the terms of this clause are not complied with and, in any event will be under no liability if a written complaint is not delivered to the Seller within 5 days of delivery detailing the alleged damage or shortage.
   4. In all cases where defects or shortages are complained of the Seller shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Seller before any use is made thereof or any alteration or modification is made thereto by the Buyer.

 

  9. Limitation of Liability

   1. The following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
   a. any breach of these conditions;
   b. any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
   c. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
   2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
   3. Nothing in these conditions excludes or limits the liability of the Seller:
   a. for death or personal injury caused by the Seller’s negligence; or
   b. for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
   c. for fraud or fraudulent misrepresentation.

 

  10. Confidentiality, Publications and Endorsements

   1. The Buyer undertakes to the Seller that:-
   a. the Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default;
   b. the Buyer will not use or authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises note paper visiting cards advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its Licensor;
   c. the Buyer will use all reasonable endeavours to ensure compliance with this Condition by its employees, servants and agents.
   2. This Condition shall survive the termination of the Contract.

 

  11. Communications

   1. Communications between the parties about the Contract may be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or sent by electronic mail:
   a. in the case of communications to the Seller to its trading office or such changed address as shall be notified to the Buyer by the Seller; or
   b. in the case of the communications to the Buyer to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Seller by the Buyer.
   2. Communications shall be deemed to have been received:
   a. if sent by pre-paid first class post, two Business Days after posting (exclusive of the day of posting); or
   b. if delivered by hand, on the day of delivery; or
   c. if sent by fax or electronic mail on a Business Day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.

 

  12. Force Majeure

   1. In the event that either party is prevented from fulfilling its obligations under the Contract by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout (subject to Sub-clause 12.2) the party shall not be deemed to be in breach of its obligations under the Contract. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
   2. Sub-clause 13.1 shall not apply with respect to strikes and lockouts where such action has been induced by the party so incapacitated.
   3. Each party shall be liable to pay to the other damages for any breach of the Contract and all expenses and costs incurred by that party in enforcing its rights under the Contract.
   4. If and when the period of such incapacity exceeds 6 months then the Contract shall automatically terminate unless the parties first agree otherwise in writing.

 

  13. Waiver

   No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

 

  14. Severance

   If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

 

  15. Governing Law and Jurisdiction

   The Contract shall be governed by the laws of the State of Delaware, USA, and the parties agree to submit to the exclusive jurisdiction of the courts of the State of Delaware, USA.