Legal

Trade Terms and Conditions

Trade terms and conditions of sale for Sonia Hayes Art.

Trade Terms & Conditions of Sale

Sonia Hayes Art (United Kingdom)
Contact: sonia@soniahayesart.com

UK TRADE ORDERS

Prices & VAT: All prices are inclusive of VAT (UK) and exclusive of carriage.
Minimums: Minimum order value £150. Standard minimum quantities apply: 6 of any one item (or as otherwise stated on the line sheet); e.g. 4 × A4 prints and 2 note card sets.
Carriage-paid: Carriage paid on £350.00+ (UK mainland).
Opening orders: Pro-forma payment prior to shipping.
Credit terms (subject to approval): Strictly 30 days from invoice date.
Stockist approach: We prefer bricks-and-mortar retailers to accompany any e-commerce site. We take reasonable measures to avoid over-saturation in a given area, but cannot guarantee exclusivity.
Account activity: Trade accounts remain active where 3 or more orders (at least one every 120 days) are placed within any 12-month period, with a minimum annual spend of £1,000.
Duplication: For clarity, all prices include VAT and exclude carriage unless expressly stated otherwise.

EUROPEAN TRADE ORDERS

Customs & duties: From 1 January 2021, customs clearance may be included in carrier rates; local duties, VAT and any clearance fees are payable by the retailer on arrival.
Delivery term: DAP (Delivered At Place – duties and taxes unpaid) under Incoterms® 2020: the buyer pays any import VAT, duties, and clearance fees charged by the destination country.

INTERNATIONAL TRADE ORDERS (Non-EU)

Currency & charges: Invoiced in GBP (£). Orders are subject to carriage charges per order and any import duties/taxes levied by the destination country.
Minimums: £150 order minimum and standard minimum quantities (e.g. 6 of any one item; 4 × A4 prints and 2 note card sets).
Stockist approach: We prefer bricks-and-mortar retailers to accompany e-commerce sites. We work to reduce over-saturation but cannot guarantee exclusivity.
Payment: Pro-forma payment (including shipping) prior to dispatch. International payment instructions are provided on the invoice.

THIRD-PARTY PLATFORMS

We do not sell on and do not permit approved stockists to sell on third-party reseller sites such as Amazon, eBay, Etsy, Trouva, or similar marketplaces, unless we give prior written consent.

Note on regional distributors:
If you are served by an authorised distributor, your order may be fulfilled via that distributor, and local trade terms may apply. Please contact us to confirm distributor coverage in your territory.

Trade Contact:
Email: sonia@soniahayesart.com

1. INTRODUCTION

These Conditions apply to all contracts for the sale of goods by Sonia Hayes Art (“Seller”). By placing an order, the purchasing company (“Purchaser”) agrees to deal with the Seller on these Conditions to the exclusion of all other terms.

2. CONTRACTS

2.1 Each contract for the sale of goods is subject to these Conditions. A binding Contract arises when the Seller confirms in writing (including email/order acknowledgement) or, in the absence of such confirmation, on delivery of the goods (“Goods”). “Goods” means any products supplied by the Seller as specified in an order (“Order”).
2.2 No variation, addition or cancellation of any Order is effective without the Seller’s written agreement.
2.3 These Conditions override any terms or conditions of the Purchaser.
2.4 The Purchaser shall provide an Order setting out product type/quantity, delivery address, and any special requirements (e.g., bespoke commissions) (“Purchaser’s Specification”).
2.5 No representation by the Seller’s staff or agents is binding unless confirmed in writing by the Seller.
2.6 Any typographical/clerical errors in Seller documents may be corrected without liability.

3. SUPPLY OF GOODS

3.1 Goods are described in the Seller’s specifications/line sheets (“Specification”). Multi-packs (e.g., notecard sets, flat notes, notebooks, gift tags) are retailed as packaged sets and must not be split.
3.2 Where Goods are produced to the Purchaser’s Specification, the Seller will use reasonable endeavours to comply, but accepts no liability for suitability/fitness of the Purchaser’s Specification.
3.3 The Seller may change the Specification to comply with legal/safety requirements or non-material improvements without affecting quality or performance.

4. PRICE AND PAYMENT

4.1 The price is as per the Contract, Seller quotation, or current price list at the Contract date.
4.2 The Seller may vary prices to reflect increased costs (e.g., raw materials, labour, supplier/courier increases).
4.3 Time is of the essence for payment. Compliance with payment terms is a condition precedent to any claim.
4.4 Unless otherwise stated, prices are ex-works; the Purchaser pays carriage, packaging, insurance, and any additional expenses, licences or duties. If carriage terms are not stated, charges apply at the Seller’s prevailing rate at dispatch.
4.5 Prices are inclusive of VAT.
4.6 Invoices must be paid in full without set-off or deduction by the method, time, and currency stated.
4.7 If payment is late, the Seller may:
  4.7.1 Sue for the entire outstanding;
  4.7.2 charge interest at 4% over HSBC Bank plc base rate (or the maximum allowed by law);
  4.7.3 recover all costs/expenses of debt recovery on a full indemnity basis;
  4.7.4 suspend further deliveries;
  4.7.5 terminate the Contract by notice;
  4.7.6 require immediate return of Goods where title has not passed (see Condition 8).
4.8 The Purchaser shall reimburse the Seller’s costs of recovering such Goods on demand.

5. DELIVERY

5.1 Delivery is ex-works unless stated otherwise on the order acknowledgement/invoice.
5.2 The Seller may deliver in instalments, each a separate contract.
5.3 Delivery dates are approximate; the Seller is not liable for direct/indirect losses arising from delay.
5.4 Time lost due to force majeure (e.g., strikes, acts of God, terrorism, shortages, breakdowns, adverse weather, etc.) shall extend delivery time accordingly.
5.5 Failure to make one delivery does not vitiate the Contract as to subsequent deliveries.
5.6 If the Purchaser requests the Seller to hold Goods after they are ready, the Purchaser must pay in full and will be charged for storage; Goods are stored at the Purchaser’s risk.
5.7 The Purchaser shall not reject Goods where the Seller delivers up to ±10% variance in ordered quantities.
5.8 Returns of conforming Goods are at the Seller’s discretion: notify within 30 days of delivery; a 50% restocking fee applies plus VAT, packaging, outbound carriage; return carriage is at the Purchaser’s cost.

6. NOTIFICATION OF LOSS OR NON-DELIVERY

6.1 Purchaser must notify the Seller in writing:
6.1.1 for shortfall/partial loss/damage/defect visible on inspection-within 3 days of delivery;
6.1.2 for non-delivery of a whole consignment-within 14 days of dispatch.
6.2 On valid notice, the Seller may at its discretion, replace Goods meeting the Specification for those short/defective on inspection.
6.3 If no notice is received as above, the Goods are deemed accepted and no claim lies for such issues.

7. CANCELLATION

7.1 The Seller may cancel any Order before delivery without liability.
7.2 The Seller may cancel further deliveries if the Purchaser is in payment default, breaches these Conditions, or faces insolvency events (including analogous events in any jurisdiction).

8. OWNERSHIP AND RISK

8.1 Risk passes on the earliest of delivery, notified collection date, or attempted delivery.
8.2 Unless otherwise stated, the Purchaser is responsible for insurance once risk passes.
8.3 Title remains with the Seller until paid in full (including all sums due).
8.4 The Seller may cancel and repossess Goods if price is not paid as required and recover damages; any instalments paid may be retained against damages.
8.5 Until title passes, the Purchaser shall (a) hold Goods as fiduciary agent, store/insure/identify them separately; and (b) may resell in the ordinary course but must account for proceeds and keep them separate.
8.6 The Purchaser’s right to possession ends immediately on insolvency or material breach events.
8.7 The Seller may recover payment notwithstanding that title has not passed.
8.8 The Purchaser grants the Seller an irrevocable licence to enter premises to inspect/recover Goods.
8.9 If the Seller cannot identify unpaid Goods, they are deemed sold in invoice order.
8.10 On termination, the Seller’s rights in this Condition survive.

9. EXCLUSION OF LIABILITY

9.1 The Purchaser is responsible for determining the suitability/fitness of the Goods for its purposes. Except as in 9.2, all warranties/conditions are excluded to the fullest extent permitted by law.
9.2 The Seller warrants that on delivery Goods materially conform to Specification and are free from material defects in materials/workmanship for 30 days (or as otherwise stated), provided that:
  9.2.1 no liability arises from the Purchaser’s Specification;
  9.2.2 no liability for fair wear/tear, wilful damage, negligence, abnormal storage/display, failure to follow instructions, misuse/alteration/repair without approval;
  9.2.3 no liability if the total price is unpaid by the due date;
  9.2.4 defects must be notified promptly in writing once discovered.
9.3 For a valid claim, the Seller may repair/replace the Goods or refund the price (or proportion). The Seller is not liable for pure economic loss, loss of profit, loss of business, depletion of goodwill, or consequential loss.
9.4 Nothing limits liability for fraud, death/personal injury caused by negligence, or other non-excludable liabilities.

10. PURCHASER’S INDEMNITY

The Purchaser shall indemnify the Seller against any third-party claims that the Purchaser’s Specification infringes IP or other rights, including all damages, settlements, and legal/other expenses, provided the Seller notifies the Purchaser and receives reasonable security for costs.

11. ASSIGNMENT

11.1 The Purchaser may not assign the Contract without the Seller’s written consent.
11.2 The Seller may assign the Contract in whole or part.

12. FORCE MAJEURE

The Seller may defer delivery, cancel, or reduce orders without liability where performance is prevented or delayed by events beyond reasonable control (including but not limited to acts of God, government action, war, terrorism, riot, fire, flood, epidemic, labour disputes, courier restraints, or material shortages). If such an event continues 90+ consecutive days, the Purchaser may terminate by written notice.

13. GENERAL

13.1 Rights/remedies are cumulative and without prejudice to others.
13.2 If any provision is held illegal/invalid/unenforceable, the remainder remains in full force.
13.3 Failure/delay to enforce is not a waiver.
13.4 Purchaser must keep Seller’s confidential information secret and not disclose without consent.
13.5 No licence to use the Seller’s IP (trade marks, designs, etc.) is granted unless expressly agreed.
13.6 Any waiver of breach does not waive subsequent breaches.
13.7 The Contracts (Rights of Third Parties) Act 1999 does not apply-no third party may enforce these terms.
13.8 The Contract is governed by English law, and the parties submit to the exclusive jurisdiction of the English courts.

14. COMMUNICATIONS

14.1 Notices must be in writing and delivered by hand, pre-paid first-class post, or email to the addresses last notified by each party (email permitted for routine communications unless the law requires otherwise).
14.2 Deemed receipt:
  14.2.1 post: 2 business days after posting;
  14.2.2 hand: on delivery;
  14.2.3 email: at time of transmission if sent on a business day before 4:00 pm (otherwise next business day).
Seller contact for notices: sonia@soniahayesart.com