In these Conditions "the Company" means "Goldenhall Limited trading as Hand & Lock CO NUMBER 07384191, Hand & Lock Limited, Hand & Lock LLC and The Ulster Bullion Embroidery Company Limited their subsidiaries or trading divisions” "the Buyer" means the person whom any "Goods" together with any services/workmanship supplied under the contract are to be invoiced and (unless the context otherwise requires) any person to whom or for the benefit of whom the Goods may be delivered.

These Conditions are the only conditions upon which the Company is prepared to deal with the Buyer and they shall govern this Contract to the entire exclusion of any other express or implied conditions. These Conditions embody the entire understanding of the parties and supersede any prior promises, representations, undertakings or implications.
If the Buyer submits an order containing terms inconsistent with or purporting to override these Conditions the Company's acknowledgement or acceptance of the order, by email, fax or mail, shall constitute a counter-offer on these Conditions.

An estimate or quotation by the Company does not constitute an offer. Embroidered, decorated or personalised Goods may only be cancelled prior to production. If the Company agrees cancellation of the contract by the Buyer, the Buyer shall indemnify the Company in full against all expenses incurred up to the time of cancellation.

Estimated and quoted prices are valid for 90 days, except as express agreement in writing by a Director or authorised person on behalf of the Company.
The Company reserves the right, by written notice at any time before despatch, to vary the price of the Goods to take account of any changes or insufficiencies of the Buyer's instructions, or increases in the cost of materials, packing, transport or labour. The price of the Goods is exclusive of Value Added Tax or any other tax duty tariff or charge arising in the United Kingdom or elsewhere which shall be borne by the Buyer.

Terms are on a Pro-forma basis with payment in full on receipt of written order unless otherwise agreed in writing. Where satisfactory trade and bankers references or written agreement signed by a Director of the Company exist, payment shall be due in full not later than 30 days following the date of issue of invoice. If any payment becomes overdue the Company may charge interest at 4% above Royal Bank of Scotland Plc base rate from the due date at daily rests until payment, and reserves the right to charge an administration fee of £10 for each letter or phone call advising of an overdue account. All invoices and prices are subject to VAT. Any changes to the rate of VAT will be adopted accordingly.

The Company reserves the right to cancel the contract or suspend deliveries and to withdraw credit provisions if any payment becomes overdue, if the Company has reason to believe that the Buyer may be unable or unwilling to pay for the Goods or if the Buyer is trading beyond his agreed trading limit.

A charge of £75 will be made in respect of each instance of a returned or represented cheque. The Company reserves the right to refer overdue accounts to their solicitors and the Buyer should reimburse the Company for any legal costs thereby incurred. This policy extends to credit card fraud also. The Company will accept payment by; Cheque, Visa, MasterCard, American Express or Switch.

Goods are dispatched according to the Buyer's instructions. The Company accepts no responsibility for the delay, damage or non-delivery of Goods for whatever reason.
Carriage charges for transport of the Goods from the Company's premises do not include the cost of insurance, which is the responsibility of the Buyer.
Although every effort will be made to ensure delivery at the stated time all stated delivery times are estimates only and shall not be binding upon the Company, which shall not be liable for any costs or damage caused by reason of any delay in delivery. Time of delivery shall not therefore be of the essence of the Contract and the Buyer shall accept delivery of the Goods when tendered.
Where postponement of delivery is agreed by the Company or occasioned by the Buyer, the Buyer shall if required by the Company pay all costs and expenses incurred by the Company (including a reasonable charge for storage of the Goods) occasioned thereby but the Goods shall be held at the Buyer's risk as from the date of postponement.

Passing of Risk
The risk in the Goods shall pass to the Buyer when the Goods; are tendered for delivery at the Buyer's or its agent's premises; The Goods leave the Company's premises. In the event that the Goods are collected by the Buyer from the Company's premises the risk in the Goods shall pass to the Buyer when they are tendered by the Company for collection by the Buyer or his carrier or other agent. Passing of Title Until full payment has been made of all sums outstanding from the Buyer to the Company: the property of the Goods shall remain in the Company and the Company shall hold the Goods as bailee; The Buyer shall keep and store the Goods in such a manner that they can be identified as being the property of the Company; the Company may at any time repossess the Goods and the Buyer hereby grants the Company an irrevocable licence to enter upon premises occupied by the Buyer for the purpose of so doing.
The Company may maintain an action for the price of the Goods notwithstanding that property in the Goods may not have passed to the Buyer.

Whilst the 'Company' will undertake to work with /embroider those goods and materials supplied by the 'Buyer', to the best of its abilities, The 'Buyer' must relieve the 'Company' of any responsibility for any replacement of those goods and materials supplied , should there be any failure or accidental damage caused during the required embroidery and handling process.

It is the Buyer's responsibility to determine that the Goods are sufficient and suitable for the purpose to which they are to be put.
The Company shall in no way be liable for any incidental, direct or consequential reliance or special damages, to business, lost profits, lost savings or lost revenues, loss or expense arising from any defect or inefficiency caused by the manner in which the Goods are used.

The Company shall not be liable for any damage that the Buyer or the Buyer's client /user may suffer arising out of use, or inability to use, the products and services provided.

The Buyer shall be liable for all drawings, artwork, specifications and instructions issued to the Company with orders or similar documents or by word of mouth relating to the contract and shall indemnify the Company against all loss directly or indirectly arising out of any error or omission from such drawings artwork, specifications and instructions and against all costs claims demands and expenses whatsoever in respect of infringement of any patent copyright, registered design or other third party right arising out of the Company's use of such drawings artwork, specifications and instructions.

The Company owns all intellectual property rights in the designs supplied to the Buyer as relating to all materials, documents and samples relating to such designs, and that the Buyer is bound by the terms of this
agreement. The Company assumes no responsibility for damages or any wrongdoing that the Buyer may cause using a logo, trademark , name, artwork, copyrighted item or design. The Buyer further agrees to indemnify and hold the Company harmless from and against any suit, demand, claim, loss, liability, damage or expense, direct or indirect, made against or incurred by the Company by reason of the unauthorised or improper or illegal use of any of the above.
The Company is entitled to use and publish any drawings photographs or designs of the Buyers work always provided that the Buyer is credited. All Goods will be labelled ‘Embroidered by Hand and Lock’

Notice of Non Delivery
(a)The provisions of paragraphs (b) and (c) below shall apply where the Buyer alleges that the quantity of Goods delivered does not correspond with the quantity stated on the Invoice.
(b) The Buyer shall have no claim upon the ground mentioned in paragraph (a) unless: (c) the receipt for the Goods is qualified by a remark to that effect; and
the claim is made upon the Company within 48 hours of delivery and is confirmed in writing by letter received by the Company within 7 days of delivery.
In no circumstances shall any of the Goods be returned to the Company without its prior written consent.

Force Majeur
The Company shall not be liable for any loss or damage cause by delay in the performance or non-performance of any of its obligations hereunder where the same is occasioned by any cause whatsoever that is beyond the Company's control including but not limited to an Act of God, war, civil disturbance, fire, flood, drought, failure of power supply, requisitioning, government or parliamentary restrictions, prohibitions or enactment of any kind; import or export regulations, strike lock-out, or trade dispute (whether involving its own employees or those of any other person); difficulties in obtaining workers, parts or materials; breakdown of machinery; or accident. Should any such event occur the Company may cancel or suspend this Contract without incurring any liability for any loss or damage thereby occasioned.

Governmental Charges
The Buyer will reimburse the Company for any increase in any tax or Governmental charge, or for any new tax or Governmental charge hereafter becoming effective, which the Company may be required to pay to any Government upon the sale, production, or transportation of the Goods and which has the effect of increasing the costs of the Goods sold hereunder.

This Contract is personal to the Buyer and may only be assigned by it with prior written consent of the Company.

Governing Law
This Contract and these Conditions are governed in all respects by and in accordance with the Laws of England and the Buyer hereby submits to the non-exclusive jurisdiction of the English Courts. The Company liability to the user, if any, shall not exceed the total of the invoice for products and services provided on the transaction or dispute. The Company shall not be liable for indirect, incidental, consequential, reliance or special damages for harm to business, lost profits, lost savings or lost revenues, whether or not the Company has been advised of the possibility of such damages.