TERMS & CONDITIONS
CONDITIONS OF SALE 1. DEFINITIONS In these conditions ("Conditions") Pitango (UK) Limited ("Pitango") registered in England number: 05212712 ; "Buyer" means the entity submitting an order; ?Goods? mean the goods ordered by the Buyer via an Order; ?Order? means a completed Order Form signed and dated by an authorised person for and on behalf of the Buyer, or Order on Pitangos? website (www.pitango-uk.com), which shall be deemed to be an offer to purchase Goods pursuant to these Conditions; "Order Form" and "Price List" mean the order form and order on Pitango website and Seller?s quotation upon which these Conditions are printed; "Price" means the price of the Goods by reference to the Sellers quotation and to on-line order on Pitango website current at the date of the Order; and "Product Description" means the specification and description of Pitango's products in its publications. 2. MANDATORY ACCEPTANCE The Order Form and these Conditions, which are printed upon both Price List and Order Form, constitute the entire contract ("Contract") between Pitango and the Buyer. Any order placed with Pitango implies unconditional and unrestricted acceptance of these Conditions, which prevail over Buyer?s general terms and conditions and over any other document or promise or representation of any kind by any person whatsoever unless those documents are referred to expressly in these Conditions. In the event that there should be a conflict between anything printed, contained or referred to in the Order Form and these Conditions, these Conditions shall prevail. Should any of the clauses herein be held null or void under mandatory provisions governing said clauses, all the other clauses would remain in force. 3. ORDERS a) Acceptance of Orders is at Pitango sole discretion and Pitango is not obliged to state its reasons for non-acceptance. Pitango may cancel this Contract at any time before the Goods are delivered by giving written notice. On giving such notice Pitango shall promptly repay to the Buyer any sums paid in respect of the Price. Pitango shall not be liable for any loss or damage whatever arising from such cancellation. b) All sales are final. Returns will only be accepted at Pitangos? discretion and only where an approved return authorisation has been issued by Pitango in writing prior to the goods being received. Returns of non-damaged goods will be subject to a handling charge of 10% (subject to a minimum quantity of 20). c) Pitango warrants that the Goods will at the time of Delivery reasonably correspond to the description given, but not constitute a sale by description, nor shall the production or exhibition of a sample prior to the placing of an order, be taken to constitute a sale by sample. 4. PRICES Prices of Products ordered are those provided in Seller?s quotation and on Pitango website. Seller reserves the right to modify prices at any time, upon thirty (30) days prior notice to Buyer. 5. WARRANTY Pitango warrants that Goods will comply with current specifications referred to in the Product Documents valid at the date of despatch, but reserves the right at its absolute discretion to vary such specifications without prior notice to the Buyer. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 section 12) all other warranties conditions or terms relating to fitness for purpose, quality or condition of the Goods and whether implied by statute or common law or otherwise are hereby excluded. 6. LIABILITY Pitango shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach of the Contract by Pitango. In the event of any breach of the Contract, the remedies of the Buyer shall be limited to damages only. Under no circumstances shall the liability of Pitango exceed the Price of the Goods. 7. DELIVERY a) Whilst every reasonable effort will be made by Pitango to despatch Goods within quoted delivery dates, such dates must be considerate approximate and conditional upon Pitango receiving all instructions necessary to enable it to proceed with the supply of Goods. b) Where delay in delivery is caused by strike, fire, accident, shortage of materials or by any other cause beyond Pitangos? control, the time for delivery shall be correspondingly extended. c) Any claim by the Buyer against Pitango for mistaken non-delivery of goods or for damage caused prior to delivery must be made in writing within 14 days of despatch of Goods, failing which the Buyer is deemed to have accepted Goods unconditionally. Credits issued in connection with such claims, where approved will not be subject to the returns handling charge. 8. PAYMENT ? RETENTION OF TITLE a) Customers without credit account with Pitango, an advance of 100% of the Price is due upon your conformation. Credit account customers should pay within 14 days from the date of the Delivery. b) Interest on all overdue accounts accrues on a daily basis at 1.5% per calendar month Pitango may maintain an action for the Price of the Goods specified in this order notwithstanding that the property in such Goods has not been passed to the Buyer. c) The risks in the Goods passes to the Buyer on delivery and the Buyer should insure accordingly. d) Until Pitango has been paid in fool for the Goods, title in them remains vested in Pitango and pending such payment the Goods will be held by the Buyer on a fiduciary basis as bailee for Pitango. Until full payment, Pitango will therefore have all rights associated with or resulting from ownership of the title of the Goods, including but not limited to the absolute right to repossess and resell any Goods for which payment has been requested bit not received by Pitango within 30 days after receipt by the Buyer of said request, and / or the absolute right to receive the proceeds of any sale of any such Goods by the Buyer to third parties. e) Notwithstanding that the Goods (or any of them) remain the property of Pitango, the Buyer may sell or use the Goods in the ordinary course of the Buyer?s business at full market value for the account of Pitango. Any such sale or dealing shall be a sale or use of Pitangos? property by the Buyer on the Buyer?s own behalf and the Buyer shall deal as principal when making such sale pr dealings. Until title in the Goods passes to the Buyer the entire proceeds of sale or otherwise of the Goods shall be held on trust for Pitango and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as Pitango's money. f) In pursuance of its right as owner of the Goods, Pitango may repossess any goods the property in which has not passed and Pitango may enter on any premises of the Buyer for the purpose of such repossession. g) In respect of Goods in which title has not passed, the Buyer undertakes to take such Goods separate from others and to clearly identify them as being the property of Pitango. h) The right for the Buyer to sell or use the Goods on the ordinary course of its business shall automatically terminate upon it entering into receivership, liquidation, bankruptcy, or making an arrangement with its creditors. Once the right to sell or use the Goods has so terminated the proceeds of any sale or dealings in the Goods subsequently received by the Buyer shall be immediately paid over to Pitango. i) The Buyer shall promptly deliver the prescribed particulars of any contract to the Registrar in accordance with the Companies Act 1985 part XII as amended if the provisions of this condition create a charge in favour of Pitango. Without prejudice to the other rights of Pitango, if the Buyer fails to do so all the sums whatever owing by the Buyer to Pitango shall forthwith become due and payable, and any term of the contract held to be void as a result of such failure shall be deemed not to form part of the Contract and the enforceability of the reminder of the Contract shall not be affected. 9. PACKAGING AND PRESENTATION The Buyer is prohibited, after the delivery of the Goods, from modifying or repackaging any Product or from altering the Goods or trademark(s) designs or artwork on any Product or packaging, and shall not cause, allow or permit any third party to do so. 10. PERSONALISED GIFTS a) This section shall apply to all Orders subject to a personalisation process (including without limitation to engraving, printing and imprinting). Whilst every effort is made to match colours, size and fonts to your requirements, due to the variety of both materials, material colours and personalisation methods used in our products, we are unable to guarantee that this will always be possible so personalisation might be slightly different from Order specifications or what we have demonstrated to you before. Understandably, all personalised gifts may be supplied within a margin of up to +/-5% of the number of items ordered. In case of a shortage we shall give you a pro-rata credit of the Price in case of excess you shall return the excess items to us. b) Art work for personalisation may be supplied as hard copy in black and white or in the following formats; .jpg, .gif, .bmp, by e-mail, floppy disc or CD. Where artwork is sent by e-mail, a confirmation will be required by you after receipt by Pitango. The actual personalisation size may vary depending on the limitations of the product being personalised. All personalised orders are final. A proof will be issued and must be confirmed before any personalisation commences. c) All designs, patterns, computer programs or other tooling supplied prepared or obtained by Pitango shall be and remain the property of Pitango. d) The customer shall be responsible for obtaining the consent of any design, copyright, patent right holder where the customer requires the design or logo to be reproduced on goods manufactured or provided by Pitango covered by such rights, and the payment for any such right shall be the responsibility of the Buyer. 11. GOVERNING LAW AND JURISDICTION The Contract shall in all respects be construed and operate in conformity with English law and is subject to the jurisdiction of the English Courts.
Pitango (UK) Ltd Contact address: 52 Wayside Avenue, Bushey Heath, Hertfordshite. WD23 4SQ United Kingdom These Terms & Conditions may be varied by Pitango (UK) Ltd without prior notice.