TERMS AND CONDITIONS OF BUSINESS

The following shall have the following meanings for the purposes of these terms and conditions (“Conditions”)

1.1.1 ‘the Customer’, ‘you’, ‘your’ means you, the Customer who buys the Products or Services from the Provider.

1.1.2 ‘the Provider’, ‘our’, ‘we’ means Tonic.

1.1.3 ‘The Products’ means the Products supplied by the Provider.

1.1.4 ‘The Services’ means the Services supplied by the Provider to the Customer.

2.1 These Conditions shall apply to all orders and contracts for the supply of the Products or Services by the Provider to the Customer. All orders for the Products or Services shall be deemed to be an offer by the Customer to purchase the Products or Services in accordance with these Conditions.

2.2 The acceptance of orders for the Products or Services shall be at the entire discretion of the Provider. Our acceptance of an order occurs when you receive an order confirmation of your order at which point your contract with the Provider is made up, until this point, we may decline to provide you with the Products or Services without giving any reason.

2.3 An order confirmation will be sent to you within 3 working days of your order request being received subject to clause 2.2 above.

2.4 The Customer agrees that, in the event of conflict, written information about the Products or Services supplied by the Provider shall prevail over any oral statements made by us or by our employees or agents (although we shall be responsible for any fraudulent misstatements). The Provider shall use all reasonable efforts to ensure that its written information about the Products or Services is accurate.

3.1 All orders must be placed in writing. Preferably this will be a signed copy of our Proposal or a Purchase Order which is then sent to us using one of the following methods, to be agreed in advance between the parties:
3.1.1 By post to
Tonic RLM Limited, (Registered Office) 1 Knights Way, Shrewsbury, Shropshire, SY1 3GA
3.1.2 By hand to an employee or agent of Tonic RLM (including sales agents).
3.1.3 By E-mail to hello@choosetonic.co.uk

3.2 It is your responsibility to check that your order is accurate and to give us all the information we need within sufficient time to enable us to perform the contract in accordance with these Conditions.

3.3 The minimum order requirements are set out in the Proposal, Contract, Portfolio, Brochure or Website.

3.4 No order submitted by the Customer shall be deemed to be accepted by us unless and until confirmed in writing in accordance with condition 2.3.

3.6 If the Products or Services are to be manufactured, managed, pre-arranged, or any process is to be applied to the Products or Services by the Provider in accordance with a specification submitted by the Customer, the Customer shall indemnify the Provider against all loss, damages, costs and expenses awarded against or incurred by the Provider in connection with, or paid or agreed to be paid by the Provider in settlement of any claim for infringement of, any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Provider’s use of the Customer’s specification.

4.1 Should you wish to cancel of amend your order please do so by telephoning us on 0333 444 7 365 or 07977 100 772 writing to us at Correspondence address: The Beeches, 206 Seabridge Lane Newcastle Under Lyme ST5 3LS. Orders can be cancelled 14 working days prior to the date of despatch or commencement of Services shown on the order confirmation If cancelled less than 14 working days of the date of despatch or commencement of services, the order will be charged in full. If you do not receive a confirmation receipt of your cancellation it will be deemed as not transmitted by you, and we will take no responsibility for failure to cancel your order.

4.2 Any amendments to your order will be treated as a variation to your original agreement and any price charged will be the price for the amended order.

5.1 The price of the Products or Services and any delivery costs will be those applicable, in pounds sterling or any currency previously agreed, at the time of completion of your order request and will be confirmed in your order confirmation. Postage and packaging will be charged at the rate quoted in the Contract, Portfolio, Brochure or Website.

5.2 The price of the Products or Services will be as quoted in the Contract, Portfolio, Brochure or Website as at the time you place your order.

5.3 Subject to our obligation to supply Products or Services at the price quoted in the Contract, Portfolio, Brochure or Website as at the time you place your order, we reserve the right to increase the list prices of the Products or Services at any time, such increase to be agreed between the parties in writing.

6.1 Subject to any special terms agreed in writing between the parties, the Provider shall be entitled to invoice the Customer for the price of the Products or Services on the delivery of the Products or Services unless the Customer wrongfully fails to take delivery of the Products or Services in which event the Provider shall be entitled to invoice the Customer for the price of the Products or Services at any time after the Provider has tendered delivery of the Products or Services.

6.2 The Customer shall pay the price of the Products or Services within 30 days of the date of the Provider’s invoice notwithstanding that delivery may not have taken place and the property in the Products or Services has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract.

6.3The Customer shall pay all money due to the Provider without any discount, deduction, set-off or counterclaim regardless of any claim or dispute which the Customer has or alleges it has against the Provider.

7.1 If the Customer fails to make payment on the due date of payment, the Customer shall pay interest on them at the rate of 5% per year plus the base rate from time to time of the Bank of England calculated on a day-to-day basis.

7.2 Failure by the Customer to make payment within 30 days of the due date shall constitute sufficient cause for the Provider to suspend or terminate this Agreement until all outstanding payments due and interest on them have been paid in full.

8.1 Unless otherwise agreed in writing, delivery of the Products or Services shall be made to the address entered by the Customer on the Order Form. The Customer shall make all arrangements to take delivery of the Products or Services whenever they are tendered for delivery.

8.2 Any date quoted for delivery of the Products or Services are approximate only and the Provider shall not be liable for any delay in delivery. Time for delivery shall not be of the essence unless agreed by the Customer in writing. The Products or Services may be delivered by the Provider in advance of the quoted delivery date upon giving reasonable notice to the Customer.

8.3 If any Products are damaged in transit, or a quantity less than ordered is delivered, the Customer shall notify the Provider in writing within three days of receipt of the Products.

8.4 Where the Products or Services are to be delivered in instalments each delivery shall constitute a separate contract and failure by the Provider to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as repudiated.

8.5 If the Provider fails to deliver the Products or Services for any reason other than any cause beyond the Provider’s reasonable control or the Customer’s fault and the Provider is accordingly liable to the Customer, the Provider’s liability shall be limited to the excess (if any) of the cost to the Customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Products / Services.

8.6 If the Customer fails to take delivery of the Products or Services or fails to give the Provider adequate delivery instructions (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of the Provider’s fault) then without prejudice to any other right or remedy available to the Provider the Provider may:
8.6.1 Store the Products until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
8.6.2 Sell the Products at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.

8.7 Products are subject to availability. If your Products or Services are not available, we will contact you to tell you that your ordered products or Services are not available and to ask you if you would like to order something else. This may affect the price you pay.

9.1 Risk of damage to, or loss of the Products shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the Products or Services, at the time when the Provider has tendered delivery of the products or Services.

9.2 Notwithstanding delivery and the passing of risk in the Products or Services or any other provision of these Conditions, the property of the Products or Services shall not pass to the Customer until the Provider has received payment in full of the price of the Products or Services.

9.3 The Customer acknowledges that all intellectual property rights in the Products or Services do and shall continue to belong to the Provider and the Customer agrees that it will not infringe any of the Provider’s intellectual property rights.

If you need to contact us, please e-mail hello@choosetonic.co.uk or call on 0333 444 7 365 or 07977 100 772 write to us at Correspondence address: The Beeches, 206 Seabridge Lane Newcastle Under Lyme ST5 3LS.

11.1 To the fullest extent permitted by law, the Provider excludes all liability arising out of its supply of the Products or Services and in particular shall not be responsible for any loss or damage, arising directly or indirectly out of or in connection with delay beyond the estimated time or date of delivery; any circumstances over which the Provider has no control of the consequences and which we could not avoid by the exercise of reasonable care, or any indirect or unforeseeable loss suffered or incurred by the Customer or others.

11.2 In any event, the Provider’s liability to the Customer will not exceed the total price charged for the relevant items.

11.3 Nothing in these Terms and Conditions shall affect the Statutory Rights of the Customer.

Either party may terminate this agreement without prior notice if the other:

12.1 makes any assignment of its business for the benefit of creditors;

12.2 has a receiver, administrative receiver or similar officer appointed of all or part of its property;

12.3 becomes bankrupt or goes into liquidation (except with the other’s consent) for the purpose of amalgamation or reconstruction; or

12.4 commits a breach of this agreement and fails to remedy it within 30 days after written notice requiring it to be remedied.

In the event of this agreement being determined by the Provider in accordance with Condition 12.4:

13.1 The Customer shall immediately pay to the Provider:
13.1.1 all arrears of payments and any other sums due under the terms of this agreement; and
13.1.2 all further sums which would but for the determination of this agreement have fallen due at the end of the Term.

14.1 Save for the Customer’s obligation of payment under clause 6, neither party shall be liable for any default due to any act of God, was, civil disturbance, malicious damage, strike, lockout, industrial action, fire, flood, drought, extreme weather conditions, compliance with any law or governmental order, rule, regulation, direction or other circumstance beyond the reasonable control of either party (‘Force Majeure Event’).

14.2 Each party shall give notice forthwith to the other upon becoming aware of a Force Majeure Event, the notice to specify details of the circumstances giving rise to the Force Majeure Event.

15.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or such other address may be at the relevant time have been notified pursuant to this provision giving the notice.

15.2 Each and every contract is personal to the Customer and the Customer may not transfer all or any of its rights or obligations under any Contract without our prior written consent.

15.3No waiver by the Provider of any breach of the contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any provisions.

15.4 The headings in these Conditions are for convenience only and shall not affect their interpretation.

15.5 Any contract to which these Terms and Conditions apply (and these ‘Conditions’) shall be governed by English law and the Provider and the Customer consent to the exclusive jurisdiction of the English courts in all matters regarding it.

15.6 If it becomes necessary for a court to enforce these Conditions and any one of these Conditions is found to be invalid or unenforceable this will not affect the remainder of the agreement between us.