Introduction

Terms & Conditions


 TERMS AND CONDITIONS

Application and entire agreement

1. These Terms and Conditions will
apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you or Customer)
from Drama Blocks UK Ltd a company
registered in England and Wales under number 12354737 whose
registered office is at College House, 17 King Edwards Road
, Ruislip , HA4 7AE (we or us or Supplier).

2. These Terms and Conditions will
be deemed to have been accepted by you when you accept them or the quotation or
from the date of any delivery of the Goods (whichever happens earlier) and will
constitute the entire agreement between us and you.

3. These Terms and Conditions and
the quotation (together, the Contract) apply to the purchase and sale of any
Goods between us and you, to the exclusion of any other terms that you try to
impose or incorporate, or which are implied by trade, custom, practice or
course of dealing. 

Interpretation

4. A "business day"
means any day other than a Saturday, Sunday or bank holiday in England and Wales.

5. The headings in these Terms and
Conditions are for convenience only and will not affect their interpretation.

6. Words imparting the singular
number include the plural and vice-versa. 

Goods

7. The description of the Goods is
set out in our sales documentation, unless expressly changed in our quotation.
In accepting the quotation you acknowledge that you have not relied upon any
statement, promise or other representations about the Goods by us. Descriptions
of the Goods set out in our sales documentation are intended as a guide only.

8. We can make any changes to the
specification of the Goods which are required to conform to any applicable
safety or other statutory or regulatory requirements. 

Price

9. The price (Price) of the Goods
is set out in our quotation current at the date of your order or such other
price as we may agree in writing.

10. If the cost of the Goods to us
increases due to any factor beyond our control including, but not limited to,
material costs, labour costs, alteration of exchange rates or duties, or
changes to delivery rates, we can increase the Price prior to delivery.

11. Any increase in the Price under
the clause above will only take place after we have told you about it.

12. You may be entitled to
discounts. Any and all discounts will be at our discretion.

13. The Price is exclusive of fees for packaging
and transportation / delivery.

14. The Price is exclusive of any applicable VAT
and other taxes or levies which are imposed or charged by any competent
authority. 

Cancellation and alteration

15. Details of the Goods as
described in the clause above (Goods) and set out in our sales documentation
are subject to alteration without notice and are not a contractual offer to
sell the Goods which is capable of acceptance.

16. The quotation (including any
non-standard price negotiated in accordance with the clause on Price (above) is
valid for a period of 30 days only
from the date shown in it unless expressly withdrawn by us at an earlier time.

17. Either of us can cancel the
order for any reason prior to your acceptance (or rejection) of the quotation. 

Payment

18. We will invoice you for the
Price either: 

a. on or at any time after
delivery of the Goods; or 

b. where the Goods are to be
collected by you or where you wrongfully do not take delivery of the Goods, at
any time after we have notified you that the Goods are ready for collection or
we have tried to deliver them.


19. You must pay the Price
within 30 days of
the date of our invoice or otherwise according to any credit terms agreed
between us.

20. You must make payment even if
delivery has not taken place and / or that the title in the Goods has not
passed to you. 

21. If you do not pay within the
period set out above, we will suspend any further deliveries to you and without
limiting any of our other rights or remedies for statutory interest, charge you
interest at the rate of 4% per annum
above the base rate of the Bank of England from time to time on the amount outstanding
until you pay in full.

22. Time for payment will be of the
essence of the Contract between us and you. 

23. All payments must be made
in British Pounds unless
otherwise agreed in writing between us.

24. Both parties must pay all
amounts due under these Terms and Conditions in full without any deduction or
withholding except as required by law and neither party is entitled to assert
any credit, set-off or counterclaim against the other in order to justify
withholding payment of any such amount in whole or in part. 

Delivery

25. We will arrange for the
delivery of the Goods to the address specified in the quotation, or your order
or to another location we agree in writing.



26. If you do not specify a
delivery address or if we both agree, you must collect the Goods from our
premises.

27. Subject to the specific terms
of any special delivery service, delivery can take place at any time of the day
and must be accepted at any time between 8 am to 4 pm.

28. If you do not take delivery of
the Goods we may, at our discretion and without prejudice to any other rights: 

a. store or arrange for the
storage of the Goods and will charge you for all associated costs and expenses
including, but not limited to, transportation, storage and insurance; and / or 

b. make arrangements for the
redelivery of the Goods and will charge you for the costs of such redelivery;
and/or 

c. after 10 business days, resell
or otherwise dispose of part or all of the Goods and charge you for any
shortfall below the price of the Goods.

29. If redelivery is not possible
as set out above, you must collect the Goods from our premises and will be
notified of this. We can charge you for all associated costs including, but not
limited to, storage and insurance.

30. Any dates quoted for delivery
are approximate only, and the time of delivery is not of the essence. We will
not be liable for any delay in delivery of the Goods that is caused by a
circumstance beyond our control or your failure to provide us with adequate
delivery instructions or any other instructions that are relevant to the supply
of the Goods.


31. We can deliver the Goods by
installments, which will be invoiced and paid for separately. Each installment
is a separate contract. Any delay in delivery or defect in an installment will
not entitle you to cancel any other installment. 

Inspection and acceptance of Goods 

32. You must inspect the Goods on
delivery or collection.

33. If you identify any damages or
shortages, you must inform us in writing within 5 days of delivery,
providing details.

34. Other than by agreement, we
will only accept returned Goods if we are satisfied that those Goods are
defective and if required, have carried out an inspection.

35. Subject to your compliance with
this clause and/or our agreement, you may return the Goods and we will, as
appropriate, repair, or replace, or refund the Goods or part of them.

36. We will be under no liability
or further obligation in relation to the Goods if: 

a. if you fail to provide notice
as set above; and/or 

b. you make any further use of
such Goods after giving notice under the clause above relating to damages and
shortages; and/or 

c. the defect arises because you
did not follow our oral or written instructions about the storage,
commissioning, installation, use and maintenance of the Goods; and/or 

d. the defect arises from normal
wear and tear of the Goods; and/or 

e. the defect arises from misuse
or alteration of the Goods, negligence, wilful damage or any other act by you,
your employees or agents or any third parties.

37. You bear the risk and cost of
returning the Goods.

38. Acceptance of the Goods will be
deemed to be upon inspection of them by you and in any event within 1 day after delivery. 

Risk and title

39. The risk in the Goods will pass
to you on completion of delivery.

40. Title to the Goods will not
pass to you until we have received payment in full (in cash or cleared funds)
for: (a) the Goods and/or (b) any other goods or services that we have supplied
to you in respect of which payment has become due.

41. Until title to the Goods has
passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee;
and/or (b) store the goods separately and not remove, deface or obscure any
identifying mark or packaging on or relating to the Goods; and/or (c) keep the
Goods in satisfactory condition and keep them insured against all risks for
their full price from the date of delivery.

42. As long as the Goods have not
been resold, or irreversibly incorporated into another product, and without
limiting any other right or remedy we may have, we can at any time ask you to
deliver up the Goods and, if you fail to do so promptly, enter any of your
premises or of any third party where the Goods are stored in order to recover
them. 

Termination

43. We can terminate the sale of
Goods under the Contract where: 

a. you commit a material breach of
your obligations under these Terms and Conditions; 

b. you are or become or, in our
reasonable opinion, are about to become the subject of a bankruptcy order or
take advantage of any other statutory provision for the relief of insolvent
debtors; 

c. you enter into a voluntary
arrangement under Part 1 of the Insolvency
Act 1986, or any other scheme or arrangement is made with your
creditors; or 

d. you convene any meeting of your
creditors, enter into voluntary or compulsory liquidation, have a receiver,
manager, administrator or administrative receiver appointed in respect of your
assets or undertakings or any part thereof, any documents are filed with the
court for the appointment of an administrator, notice of intention to appoint
an administrator is given by you or any of your directors or by a qualifying floating
charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act
1986), a resolution is passed or petition presented to any court for the
winding up of your affairs or for the granting of an administration order, or
any proceedings are commenced relating to your insolvency or possible
insolvency. 

Limitation of liability 

44. Our liability under the
Contract, and in breach of statutory duty, and in tort, misrepresentation or
otherwise will be limited to this section. 

45. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions
or other terms implied by statute or common law (save for those implied by
Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent
permitted by law. 

46. If we do not deliver the Goods,
our liability is limited, subject to the clause below, to the costs and
expenses incurred by you in obtaining replacement goods of similar description
and quality in the cheapest market available, less the price of the Goods. 

47. Our total liability will not,
in any circumstances, exceed the total amount of the Price payable by you. 

48. We will not be liable (whether
caused by our employees, agents or otherwise) in connection with the Goods,
for: 

a. any indirect, special or
consequential loss, damage, costs, or expenses; and/or 

b. any loss of profits; loss of
anticipated profits; loss of business; loss of data; loss of reputation or
goodwill; business interruption; or, other third party claims; and/or 

c. any failure to perform any of
our obligations if such delay or failure is due to any cause beyond our
reasonable control; and/or 

d. any losses caused directly or
indirectly by any failure or breach by you in relation to your obligations;
and/or 

e. any loss relating to the choice
of the Goods and how they will meet your purpose or the use by you of the Goods
supplied. 

49. The exclusions of liability
contained within this clause will not exclude or limit our liability for death
or personal injury caused by our negligence; or for any matter for which it
would be illegal for us to exclude or limit our liability; and for fraud or
fraudulent misrepresentation. 

Communications 

50. All notices under these Terms
and Conditions must be in writing and signed by, or on behalf of, the party
giving notice (or a duly authorised officer of that party). 

51. Notices will be deemed to have
been duly given: 

a. when delivered, if delivered by
courier or other messenger (including registered mail) during the normal
business hours of the recipient; 

b. when sent, if transmitted by
fax or email and a successful transmission report or return receipt is
generated; 

c. on the fifth business day
following mailing, if mailed by national ordinary mail; or 

d. on the tenth business day
following mailing, if mailed by airmail. 

52. All notices under these Terms
and Conditions must be addressed to the most recent address, email address or
fax number notified to the other party. 

Data protection 

53. When providing the Goods to the
Buyer, the Seller may gain access to and/or acquire the ability to transfer,
store or process personal data of employees of the Buyer. 

54. The parties agree that where
such processing of personal data takes place, the Buyer shall be 'data
controller' and the Seller shall be the 'data processor' as defined in the
General Data Protection Regulation (GDPR)
as may be amended, extended and/or re-enacted from time to time. 

55. For the avoidance of doubt,
'Personal Data', 'Processing', 'Data Controller', 'Data Processor' and 'Data
Subject' shall have the same meaning as in the GDPR. 

56. The Seller shall only Process Personal
Data to the extent reasonably required to enable it to provide the Goods as
mentioned in these terms and conditions or as requested by and agreed with the
Buyer, shall not retain any Personal Data longer than necessary for the
Processing and refrain from Processing any Personal Data for its own or for any
third party's purposes. 

57. The Seller shall not disclose
Personal Data to any third parties other than employees, directors, agents,
subcontractors or advisors on a strict "need-to-know" basis and only
under the same (or more extensive) conditions as set out in these terms and
conditions or to the extent required by applicable legislation and/or
regulations. 

58. The Seller shall implement and
maintain technical and organisational security measures as are required to
protect Personal Data Processed by the Seller on behalf of the Buyer. Further
information about the Seller's approach to data protection are specified in its
Data Protection Policy, which can be found The
policy can be found at www.dramablocksuk.co.uk. For any enquiries or
complaints regarding data privacy, you can e-mail: [email protected] 

Circumstances beyond the control of either party 

59. Neither party shall be liable
for any failure or delay in performing their obligations where such failure or
delay results from any cause that is beyond the reasonable control of that
party. Such causes include, but are not limited to: industrial action, civil
unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war,
governmental action or any other event that is beyond the control of the party
in question. 

No Waiver 

60. No waiver by us of any breach
of these Terms and Conditions by you shall be considered as a waiver of any
subsequent breach of the same or any other provision. 

Severance 

61. If one or more of these Terms
and Conditions is found to be unlawful, invalid or otherwise unenforceable,
that / those provisions shall be deemed severed from the remainder of these
Terms and Conditions (which will remain valid and enforceable). 

Law and jurisdiction 

62. This Agreement shall be
governed by and interpreted according to the law of England and Wales and all disputes arising
under the Agreement (including non-contractual disputes or claims) shall be
subject to the exclusive jurisdiction of the English
and Welsh courts. 

Abuse of product 


63. Drama blocks UK Ltd manufacture
drama boxes/stage blocks that are designed to be stood and sat on and within
the drama studio environment. They are not designed to stood/sat on edges/surfaces
that are not designed to be load bearing. Abuse or miss use of the product resulting
in breakage will result in charges incurred in the repair or replacing items. Drama
Blocks UK Ltd are not responsible for injury and damage to property resulting
from the miss use or abuse of the product. All damages need to be reported to
Drama Blocks in writing with supporting pictures within 24hrs of the event.
Drama blacks will arrange the return the items to our workshop for investigation.
A report given to the purchaser. If the damage is considered to be from miss
usage Drama blocks Ltd will issue a estimate to the purchaser before repairs
are undertaken. Payment of this must be received before the work is carried
out.  

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