Terms and Conditions

TERMS AND CONDITIONS OF SALE OF THE LITTLE GREENE PAINT COMPANY (HEREINAFTER CALLED TLG LTD)

The Little Greene Paint Company is the authorised licensee to manufacture and sell Paint & Paper Library products in the UK & Europe.

TRADING TERMS

All orders are accepted subject to our Standard Conditions of sale reproduced below which apply to and govern all contracts, quotations, sales, supplies and deliveries of goods, materials, services and other products (hereinafter called Products) by TLG Ltd or its representatives to any individual Firm, Company or other person (hereinafter called "the Buyer") and of all or any other conditions, warranties or terms otherwise implied or expressed.

The giving of an order by the Buyer to TLG Ltd for any product shall constitute an unqualified acceptance by the Buyer that if TLG Ltd accepts the Order, sale supply or delivery of such products by TLG Ltd will be governed solely by these Conditions of Sale. No variation of these Conditions of Sale and no oral stipulations or representations shall be binding on TLG Ltd, unless expressly agreed to in writing and signed by a Director of TLG Ltd on its behalf.

PRICES

Except as otherwise expressly stated and contracted TLG Ltd reserves the right to vary prices and payment dates at any time. Stated prices are exclusive of all Valued Added Taxes and Duties. Prices quoted in foreign currency may be adjusted at any time in relation to variations in the appropriate exchange rate and are ex-works TLG Ltd premises at Bethesda, Gwynedd, N. Wales. The price does not include the cost of freight carriage, packing or insurance, which unless otherwise expressly agreed to in writing will be additionally charged to the buyer.

DELIVERY

TLG Ltd shall make all reasonable efforts to meet "a delivery date". Time shall not be of essence and so long as any circumstances whatsoever may prevent hinder or delay any delivery.

TLG Ltd shall not be bound to keep the same and shall not be liable in any manner whatsoever for failure or delay whilst so prevented hindered or delayed.
TLG Ltd reserves the right to deliver by instalments. The buyer shall inspect all Goods on delivery and unless the buyer takes the following actions the buyer will be deemed to have accepted the delivery in full contractual satisfaction of the order:

  • Buyer shall endorse Carrier's note appropriately.
  • Buyer shall advise TLG Ltd immediately by telephone and confirm such call in writing to TLG Ltd.
  • Buyer shall send full particulars of claim to TLG Ltd in writing within 2 working days after delivery.
  • In case of non-delivery of a consignment, the Buyer shall advise TLG Ltd within 2 working days after date of invoice.
  • The Buyer shall be bound to pay for all goods, notwithstanding any alleged non-delivery or shortage of goods, if the foregoing conditions have not been complied with.

FORCE MAJEURE

If during the currency of any contract agreement or order entered into between TLG Ltd and the Customer, TLG Ltd is delayed or hindered in or prevented from performing any or all of its obligations hereunder by war, road blocks, rail blocks, strikes, whether official or unofficial, lock out, picketing or blocking (secondary or otherwise) or any action which could reasonably be described as in the furtherance of or in any way related to an industrial dispute or grievance, riots, civil commotions, epidemic, fire, explosions, accident, flood, plant breakdown, or any other cause (whether or not of the same nature as the foregoing) beyond the reasonable control of TLG Ltd then TLG Ltd shall not in consequence thereof be under any liability in contract in relation to the contract agreement or order and TLG Ltd may if it deems so desirable upon giving notice to the Customer partially or wholly suspend deliveries of any goods or preferments of any works during the continuance of such causes and the Delivery Date or Dates shall be correspondingly extended.

TITLE & PROPERTY

The risk in the Goods shall pass to the Buyer as from the time when the Goods are:
collected from TLG Ltd's works by the Buyer or his nominee or representative (which shall include a carrier nominated by the Buyer); or delivered to the Buyer's premises if TLG Ltd has agreed in writing to take responsibility for such delivery.

Title and property in the Goods shall not pass to the Buyer until whichever of the following events first occurs and until such time the Goods shall remain the sole and absolute property of TLG Ltd:

  • the Buyer shall have paid to TLG Ltd the full amount of the agreed price together with the full price of any other goods the subject of any other agreement with TLG Ltd entered into before or after the agreement in question;
  • the Buyer in the ordinary course of its business shall have sold the Goods.
    Until property in the Goods shall have passed, the Buyer shall hold the Goods on a fiduciary basis as bailee for TLG Ltd Notwithstanding that property in the Goods has not yet passed to the Buyer, the Buyer may nevertheless sell the Goods only in the ordinary course of its business Until property in the Goods shall have passed, they shall be as far as possible be kept separate and distinct from all other property of the Buyer or of any other persons and stored in such a way as to be clearly identified as belonging to TLG Ltd, and the Buyer shall insure and keep the Goods insured to their full value against all risks and shall upon request produce to TLG Ltd a copy of the insurance policy.
  • TLG Ltd may at all times revoke the power of sale contained in clause 4.4 above by notice to the Buyer if the Buyer is in default for longer than seven days in the payment of any sum due to TLG Ltd (whether in respect of the Goods or any goods supplied at any time by it to the Buyer or for any other reason) or TLG Ltd has a bona fide doubt about the solvency of the Buyer.
  • The Buyer's power of sale contained in clause 4.4 above shall automatically cease if the Buyer ceases to trade, is dissolved, enters into liquidation whether compulsorily or voluntarily, has a receiver appointed over all or any part of its assets, has an administrator appointed, becomes bankrupt or insolvent or enters into any arrangement with creditors generally, or any step is taken, whether by the Buyer or any other person, towards any of those events, or takes or suffers any similar action in consequence of debts.
  • In any case, where the Buyer's power of sale could be revoked or has ceased, TGL Ltd may, at its sole discretion, suspend or cancel any deliveries and/or TGL Ltd shall be entitled upon demand to the immediate return of all the Goods which remain in the ownership of TGL Ltd and the Buyer irrevocably authorises TGL Ltd to enter any premises to recover them. Recovery of any Goods shall not of itself discharge the Buyer's liability to pay the whole of the price (and value added tax and duties payable to TGL Ltd) due for them.

WARRANTY

TLG Ltd hereby warrants its title to the goods but save as to this warranty as to title no other warranty condition or other terms as to the characteristics of the goods, their quality or fitness for any purpose is given or accepted and any warranty condition or other such term whether implied by statute at common law or otherwise is hereby excluded from this contract notwithstanding that the purpose for which the goods are to be used is made known to TLG Ltd.

Without prejudice to the above:

  • TLG Ltd reserves the right to refuse to accept at its own discretion any repeat orders for specialised goods made specifically to the Buyers requirements.
  • TLG Ltd does not warrant that instalments of or batches of repeat orders of any product shall comply with the specification or colour match of any other instalment batch or order. In the event that there shall be any said variation of specification or colour match the liability of TLG Ltd shall be limited to the invoice price of the instalment batch or order concerned. It is the Buyer's absolute obligation to specify clearly the product being ordered and the specification required. TLG Ltd accept no liability for the failure of the Buyer to order the correct product or specification. Wherever appropriate TLG Ltd will endeavour to assist Buyers with technical advice and specifications but the Buyer shall at all times be responsible for ordering the correct product or specification and deciding upon fitness for purpose of the product.

MISCELLANEOUS

TLG Ltd shall have the right in its absolute discretion and without assigning any reason therefore and notwithstanding any contract the Customer may have made with a third party to terminate without notice any agreement to make supplies to any person or to refuse or limit the amount of credit to be given to any person and to withhold supplies to any person.

PATENTS & TRADEMARKS & HEALTH & SAFETY

No Representation, Warranty or Indemnity is given by TLG Ltd that the goods do not infringe any Letter, Patent, Trade Mark, Registered Designs or other industrial rights. No customer shall take part in or be associated with the copying of colours produced by TLG Ltd. or any of its associated companies, no colour name, colour reference or any other part of the paint or its representation on colour tools may be reproduced in any form without written permission from TLG Ltd. In compliance with the Health & Safety at Work Act 1974, TLG Ltd's Product Labels give (as required by the Statutory Regulations for the labelling of Paint, Ink and other ancillary products) information of known hazards associated with the product and sales literature states their properties. However almost all Products may be hazardous in certain conditions if handled and applied without due care. TLG Ltd's resources are available on request to provide any information Buyers may require in order to meet their obligations under the Safety at Work Act 1974. The Buyer shall after delivery of the goods be solely responsible for their safe and satisfactory storage and shall be responsible for complying with any statutory or other requirement with regard to the storage use or handling of the goods. The Buyer shall indemnify TLG Ltd against any claim by any Third Party caused by products delivered by TLG Ltd proving not to be fit and suitable for such Third Party's purposes for any reason.

LIABILITY FOR ACCIDENTS & DAMAGES

TLG Ltd and its servants or agents (on whose behalf TLG Ltd hereby contracts) shall not be liable to the Buyer for loss injury damage or claim consequential or direct or natural of any kind whatsoever arising out of or in connection with the execution of this contract or arising out of or in connection with the use of goods supplied by TLG Ltd save and except where such loss injury damage or claim be occasioned by the negligence of TLG Ltd or of any employee of TLG Ltd.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with English Law. The Buyer irrevocably submits in respect of all matters and disputes arising out of this Agreement to the exclusive jurisdiction of the English Courts.

ASSIGNMENT

This Contract is personal to the Buyer and may only be assigned with the written consent of TLG Ltd.

PAYMENT & DISCOUNT

Unless otherwise stated in a written quotation payment in respect of each consignment shall be made not later than the twentieth day of the calendar month following that in which such consignment is delivered by TLG Ltd. TLG Ltd shall be entitled to charge interest at 2% above the rate as is the base rate utilised by HSBC for the purpose of such Bank calculating the rates charged by such Bank to its customers on any moneys owed to TLG Ltd and unpaid by a customer for so long as such moneys are unpaid.

CANCELLATION OF GOODS

Orders for Products may not be cancelled or suspended without TLG Ltd's prior written consent Any cancellation or suspension of an order with TLG Ltd does not agree to shall be on the condition that the Buyer shall indemnify TLG Ltd against any loss incurred wholly or in part by the cancellation or suspension.

RETURN OF GOODS

No Goods are supplied on a sale or return basis. There should be no liability on TLG Ltd to accept returned Goods. Any Goods returned by a Buyer or anybody acting on his behalf will remain the risk of the Buyer and TLG Ltd for the avoidance of doubt confirms that no liability of any description is accepted in respect of returned Goods.

CONFIRMATION OF ORDERS

In order to avoid orders being duplicated, all orders that are confirmation of orders previously placed shall clearly indicate the fact. Unless clear indication is given that any order verbal or written is confirmation of an earlier order whether verbal or written the Buyer shall accept delivery of the goods and pay for the same in full.

Where the Buyer orders standard or non-standard products which are specifically tinted, manufactured or produced to his unique requirements, the Buyer shall accept the supply or a quantity whether more or less within 10% of the stipulated amounts in such circumstances the Invoice value of the goods shall be subject to a corresponding adjustment.

EXPORT

Without prejudice to these Conditions of Sale, products for export shall be at the Buyer's risk from the time of collection by the Freight Carrier from the Company's Works. All prices quoted are ex-works TLG Ltd's premises and will be exclusive of all Taxes, Duties, Insurance, Packing and Freight, unless otherwise expressly quoted for in writing and any other costs incurred by TLG Ltd but not included in the price of the products.

The uniform Law on International Sales shall not apply to this contract. The terms of payment shall be as specified in writing by TLG Ltd.

Where the prices quoted are in any currency other than Sterling, these prices are based on the relevant exchange rate of the currency concerned ruling on the date of quotation and TLG Ltd reserves the right to vary the prices it there shall be any change incurred in the rate at the time of despatch.