Trade Terms and Conditions
BUSTER AND PUNCH LIMITED
BUSINESS TO BUSINESS: TERMS AND CONDITIONS OF SALE
Your attention is particularly drawn to the provisions of clause 16 (Limitation of liability). Please note that these terms apply to all orders for Products you place with us unless advised by us in writing.
These conditions relate to all businesses. If you are a consumer, please refer to our consumer terms and conditions.
1. About us
1.1 BUSTER AND PUNCH LIMITED, is a company registered in England and Wales with Company Number 08297110, whose registered office is at Sand Martin House Bittern Way Peterborough PE2 8TY. Our VAT number is 152507528. We operate the website www.busterandpunch.com.
1.2 To contact us telephone our customer service team on +44 (0) 207 407 0888 or by writing to us at our registered office Sand Martin House Bittern Way Peterborough PE2 8TY or e-mail us at [email protected].
2. Interpretation
2.1 The following definitions shall have the following meanings:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business;
Brand Guidelines: the brand guidelines as may be issued by Buster + Punch from time to time to give guidance as to merchandising and display of Products;
Buster + Punch IPR: all IPR owned or licensed to Buster + Punch now or in the future, including but not limited to all IPR in and to; (a) the Products; (b) Buster + Punch’s website (including the rights subsisting therein); (c) any photographs or images produced by Buster + Punch; (d) any specifications for the Products; (e) packaging; (f) Buster + Punch’s trading styles name and logos; (g) Brand Guidelines; (h) Lookbooks (i) any marketing or promotion material authored by or on behalf of Buster + Punch; (j) the formulations, compositions and manufacturing processes of the Products (if applicable); (k) and designs owned by Buster + Punch;
Conditions: the terms and conditions set out in this document as amended from time to time;
Contract: the contract between Buster + Punch and the Customer for the sale and purchase of the Products in accordance with these Conditions;
Customer: the business which purchases the Products from Buster + Punch;
Data Protection Legislation: unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and the Data Protection Act 2018, as amended or updated from time to time, in the UK.
Data Subject: has the meaning in the GDPR.
Delivery Note: a document produced by the appointed carrier of the relevant Products to the Customer at the Delivery Location;
Force Majeure Event: an event or circumstance beyond a party’s reasonable control including, without limitation: (a) acts of God, flood, drought, earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e)any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;(f) collapse of buildings, fire, explosion or accident; (g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); (h) non-performance by suppliers or subcontractors; and (i) interruption or failure of utility service;
IPR means all copyright, database rights, topography rights, design rights, rights in software, trademarks, trade names, trade dress and rights in get up, rights to sue for passing off, utility models, patents, domain names and any other intellectual property rights of a similar nature (whether or not registered) subsisting anywhere in the world;
List Price: the prices for the Products, being the recommended price guide as notified by Buster + Punch from time to time;
Lookbooks: Buster + Punch’s catalogues or brochures which demonstrate how Products may look;
Order: an order for Products submitted by the Customer;
Order Confirmation: a document or notification sent by Buster + Punch, to the Customer, agreeing to fulfil the Order and identifying the relevant Order by its Order Reference;
Order Reference: the reference applied to an Order by Buster + Punch, on receipt of the Order;
Personal Data: has the meaning set out in the Data Protection Legislation.
Personal Data Breach: has the meaning set out in the Data Protection Legislation.
Processing: has the meaning set out in the Data Protection Legislation (and Processing and Processed when used in relation to the Processing of Personal Data shall be construed accordingly).
Processor: has the meaning set out in the Data Protection Legislation.
Products: Products offered for sale by Buster + Punch from time to time;
Product Range: the range of Products offered for sale by Buster + Punch from time to time;
Security Requirements: the requirements regarding security of Personal Data, as set out in the Data Protection Legislation.
Specification: any specification for the Products notified to the Customer by Buster + Punch by email or on Buster + Punch’s website.
Warranty: the warranty given in clause 8.1 of these Conditions.
2.2 Interpretation:
(a) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c) a reference to writing or written includes emails.
3. Our contract with the Customer
3.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing unless otherwise expressly agreed in writing by Buster + Punch.
3.2 The Contract is the entire agreement between the Customer and Buster + Punch in relation to its subject matter. The Customer acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3.3 Buster + Punch reserve the right to amend these Terms and Conditions at any time by posting updated versions on its website. The Customer is responsible for reviewing these terms periodically. Continued access to or use of the website following such updates constitutes acceptance of the revised Terms and Conditions. Such changes shall not apply to Orders already accepted by Buster + Punch.
3.4 Buster + Punch sell Products all over the world. We do not make any statements or representation that the Products we supply will be compliant with the laws of the relevant country where they are delivered to or the country where the Products are installed and utilised. It is the Customer’s responsibility to ensure that they can bring the Products into the Customer’s country and the country of installation and use, and that the Products will comply with all applicable laws including compliance with local electrical, safety, labelling and regulatory requirements.
3.5 Buster + Punch recommend that all Products are installed, fitted and checked by a suitably qualified and certified tradesperson. Buster + Punch shall not be liable for any loss, damage or defect arising from installation, fitting or use of the Products.
3.6 In performing its obligations under the Contract, the Customer shall comply with all applicable laws, statutes, regulations in force from time to time. Buster + Punch may terminate the Contract with immediate effect by notice if the Customer commits a breach.
4. How to place an Order with us
4.1. Where possible all Orders are to be made online at BusterandPunch.com. In circumstances where this is not possible, in cases where product is not in stock, an order may be emailed to [email protected].
4.2 An Order for Products is accepted and a contract is formed between Buster + Punch and the Customer only when Buster + Punch despatches the Products ordered by the Customer (and not before). A contract is not formed when payment is taken from the Customer, nor when the Customer receives an Order Confirmation from Buster + Punch. Until the Products are despatched, the Order may not be accepted by Buster + Punch. Orders cannot be cancelled by the Customer after an Order Confirmation has been issued by Buster + Punch. Title to the Products shall pass in accordance with clause 10. Where Buster + Punch has agreed to provide a Customer with trade credit facilities, transactions on the Customer’s Buster + Punch trade account will be charged the day the Products are despatched.
4.3 Buster + Punch reserve the right to undertake such credit checks as it sees fit.
5. Our Products
5.1 Products may vary slightly from their pictures, samples and descriptions provided that such variations do not materially affect their quality or performance. The images of the Products on our website or in our sales literature (including our Brand Guidelines and Lookbooks), are for illustrative purposes only and do not form part of Buster + Punch’s agreement with the Customer. Although Buster + Punch make every effort to be as accurate as possible, all sizes, weight, capacities, dimensions and measurements indicated on our website have a 5% tolerance.
5.2 The packaging of the Products may vary from that shown in images on our website or in our other sales literature.
5.3 It is the Customer’s responsibility to ensure that the measurements it takes are accurate and that the Products ordered are suitable and fit for purpose.
5.4 If the Customer intends to resell our Products the Customer must notify us in advance of the Order Confirmation being issued. Buster + Punch may impose additional conditions where Products are intended for resale.
5.5 If the Customer is the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Products from the market (Recall Notice) it shall immediately notify Buster + Punch in writing enclosing a copy of the Recall Notice. Unless required by law, the Customer may not undertake any recall or withdrawal without the written permission of Buster + Punch and only then in strict compliance with Buster + Punch instructions about the process of implementing the withdrawal.
6. Our rights to make changes
6.1 Buster + Punch may make minor changes to the Products to reflect changes in relevant laws and regulatory requirements in the UK.
6.2 Buster + Punch may make more significant changes to the Products or the Order, but if so, it will notify the Customer and the Customer may accept the changes or contact Buster + Punch within 5 Business Days of such notification in order to end the Contract and receive a refund for any Products paid for but not received. Such changes may include the following:
(a) the Products being no longer available due to levels of stock, technical and/or quality issues;
(b) changes to the Product Range;
(c) no longer being able to manufacture or distribute the Products;
(d) recall of the Products due to regulatory or other compliance issues;
(e) it being no longer practicable, commercially viable or reasonable to offer the Products for sale.
6.3 If Buster + Punch is unable to supply the Products to the Customer, it may offer the Customer an alternative. The Customer is not obliged to accept any alternative offered and if the Customer chooses not to do so, the Contract will come to an end and Buster + Punch will refund the monies that the Customer has paid in full. Notwithstanding any other term of these Conditions, Buster + Punch shall have no further liability to the Customer.
7. Delivery
7.1 Each delivery will be accompanied by a delivery note dispatched with the Order or sent electronically that shows the Order Reference.
7.2 Products will be delivered to the location specified in the Order or as otherwise agreed in writing (Delivery Location). Delivery will occur after Buster + Punch notifies the Customer that the Products are ready. The Customer must ensure that an authorised person is available to accept delivery. If not, Buster + Punch may charge any reasonable additional costs incurred. Delivery is complete upon unloading at the Delivery Location. Where the Customer collects the Products, delivery is complete upon collection.
7.3 Delivery of the Products shall be made as agreed between the parties and as specified in the Order Confirmation.
Unless otherwise expressly agreed in writing:
(a) where Buster + Punch arranges carriage of the Products to the Delivery Location, Buster + Punch shall arrange transport to that location, but the Customer shall be responsible for all import duties, taxes, (including VAT, GST or similar), customs clearance costs, and compliance with all applicable laws and regulations relating to the importation, delivery and use of the Products in the destination country; and
(b) in all other cases, the Customer shall be responsible for arranging and paying for transport of the Products from Buster + Punch’s nominated warehouse and shall bear all risk and cost associated with such transport.
If Buster + Punch is required to pay any duties, taxes or charges on behalf of the Customer, the Customer must reimburse Buster + Punch on demand for all such amounts.
For the avoidance of doubt, the inclusion of delivery charges in an Order does not, of itself, determine the allocation of risk, responsibility or cost under this clause
7.4. Buster + Punch may deliver in instalments. Each instalment is treated as a separate contract. Instalment deliveries requested by the Customer may incur additional charges.
7.5 Delivery dates are estimates only, and time of delivery is not of the essence. Buster + Punch is not liable for delays caused by Force Majeure Events, carriers, customs clearance processes (including where the Customer appoints its own broker), or any other circumstances outside Buster + Punch’s reasonable control, or the Customer’s failure to provide adequate instructions.
7.6 If the Customer fails to accept delivery within three Business Days of notification that the Products are ready:
(i) delivery will be deemed to have taken place on the third Business Day; and
(ii) Buster + Punch may store the Products and charge the Customer for all associated costs.
If delivery is not accepted within ten Business Days, Buster + Punch may resell or dispose of the Products and charge the Customer for any shortfall or refund any surplus after costs.
7.7 Buster + Punch may deliver up to 5% more or less than the quantity of any individual Product ordered, and the Customer shall pay for such quantities delivered pro rata, provided that such variation does not materially affect the overall Order or its intended use and such variation shall not constitute a breach of clause 8.1(a).
7.8 The Customer must inspect the Products promptly following delivery and notify Buster + Punch in writing or by email to [email protected]
(a) of any shortage, mispick, incorrect Products or other delivery error within 10 Business Days of delivery; and
(b) of any defects in the Products within 30 days of delivery (Warranty Notice), including supporting images where applicable.
7.9 If no Warranty Notice is received within this period, the Products will be deemed accepted, and the Customer shall not be entitled to reject the Products or claim for breach of the Warranty, except for defects not reasonably discoverable on inspection.
7.10 Upon request, defective Products must be returned (unaltered) within 10 Business Days of the Warranty Notice at the Customer’s risk and expense, provided that Buster + Punch shall reimburse reasonable return costs where the Products are confirmed to be defective.
7.11 Buster + Punch will determine whether the Products comply with the Warranty and, if not, may at its discretion:
(i) replace the Products; or
(ii) issue a refund of the net price paid.
These remedies are the Customer’s sole and exclusive remedies.
7.12 Products may be returned within 30 days of delivery if unused, in their original packaging, and accompanied by proof of purchase. The Customer is responsible for all return shipping costs.
Buster + Punch is not liable for lost or damaged returns or returns received after this period. Returns outside this period may be accepted at Buster + Punch’s discretion and may be subject to restocking or repackaging fees. Any applicable restocking fees shall be applied in accordance with Buster + Punch’s returns policy.
Products that are custom-made, bespoke, made-to-order, or otherwise produced to the Customer’s specifications are non-returnable and non-refundable, except where such Products are defective or do not comply with the Warranty.
8. Quality and Specification of the Products
8.1 Buster + Punch warrants that, on delivery, the Products shall:
(a) conform in all material respects with their description and any applicable Specification; and
(b) be of satisfactory quality (the Warranty).
8.2 Buster + Punch shall not be liable for any failure of the Products to comply with the Warranty where:
(a) the Customer continues to use the Products after giving a Warranty Notice in accordance with clause 7.7;
(b) the defect arises due to the Customer’s failure to follow Buster + Punch’s oral or written instructions relating to storage, installation, or use, or good trade practice;
(c) the defect arises as a result of the Customer’s act or omission;
(d) the Products have been altered or repaired by the Customer;
(e) the defect results from fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Products differ from their description or Specification due to changes made to comply with applicable statutory or regulatory requirements.
8.3 Except as provided in this clause 8, Buster + Punch shall have no liability to the Customer for any failure of the Products to comply with the Warranty.
8.4 To the fullest extent permitted by law, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded from the Contract.
8.5 These Conditions shall apply to any replacement Products supplied by Buster + Punch.
9. Data
9.1 Buster + Punch shall only process the Customer employees’ personal data to the extent necessary for the performance of the Contract.
9.2 The information provided by the Customer to Buster + Punch will be used by Buster + Punch primarily to accept Orders and provide Products to the Customer. This will include updating and enhancing customer records, analysis to help Buster + Punch manage their business, statutory returns and legal and regulatory compliance.
9.3 Buster + Punch may make a search of a credit reference agency and keep a record of that search. Buster + Punch may also make enquiries about the Customer’s principal directors.
9.4 Buster + Punch may monitor and record information relating to the Customer’s trade credit performance and such records may be made available to credit reference agencies and other organisations who will share that information with other businesses to assess applications for credit.
9.5 The Customer’s information will be kept confidential and secure. Buster + Punch’s use of this information is subject to the Data Protection Legislation (under which Buster + Punch is a Data Controller).
9.6 Notwithstanding the provisions of clause 9.1, both parties will comply with all applicable requirements of the Data Protection Legislation and put and maintain all appropriate measures in place to protect Personal Data security, including but not limited to: firewalls, network-based security and password authentication. This clause 9 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
9.7 Each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data or its accidental loss, destruction or damage.
9.8 Buster + Punch may occasionally like to send the Customer information about additional products they offer. If the Customer no longer wishes to receive such information and be removed from the Buster + Punch mailing list, then the Customer should write to Buster + Punch’s Data Protection Officer at 29 St. Peters Street Stamford Lincolnshire PE9 2PF.
9.9 Buster + Punch may, at any time, revise this clause 9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).
9.10 For further information as to how Buster + Punch protects and respects the Customer’s privacy and ensures the security of their personal data, the Customer should read Buster + Punch’s Privacy Notice as published on their website at www.busterandpunch.com
10. Title and risk
10.1 The title in the Products shall pass to the Customer on receipt by Buster + Punch of payment in full. Risk in the Products shall pass to the Customer on completion of delivery or collection. Import duties and taxes may be payable on arrival and are the responsibility of the Customer.
10.2 Until title passes to the Customer, the Customer shall hold the Products as bailee for Buster + Punch. Notwithstanding that the Customer may sell the Products in its ordinary course of business (as principal and not as Buster + Punch’s agent with title to those Products passing to the Customer immediately before the time at which resale by the Customer occurs), any proceeds of sale shall be held on trust for Buster + Punch in a separately designated bank account. In addition, Buster + Punch may at any time: (a) require the Customer to deliver up all Products in its possession that have not been resold, or irrevocably incorporated into another product; and (b) if the Customer fails to do so promptly, enter any premises of the Customer or any third party where the Products are stored in order to recover them.
11. Price and Payment
11.1 The price of the Products shall be in accordance with the List Price. In addition, the price of the Products:
(a) excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Buster + Punch at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b) excludes the costs and charges of packaging, insurance and transport of the Products, which shall be invoiced to the Customer.
11.2 Payment terms will be as advised by Buster + Punch. Time for payment is of the essence.
11.3 If the Customer fails to make any payment due to Buster + Punch under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 3% per annum above Buster + Punch’s banker’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Customer shall pay the interest together with the overdue amount.
11.4 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Buster + Punch may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Buster + Punch to the Customer.
12. Advertising, Marketing and PR
12.1 The Customer shall not:
(a) carry out any public relations, e-commerce or advertising activity relating to the Products or Buster + Punch brand except as permitted under clause 12.2; or
(b) run any “pay per click” campaigns using Buster + Punch’s website; or
(c) purchase the words “Buster + Punch” or any other trading style brand owned or licensed exclusively to Buster + Punch or words similar to that of Buster + Punch or any Products, sold, promoted or advertised by Buster + Punch as a key word (including but not limited to Google Ads, Yahoo, Bing network and 7 search).
12.2 Subject to clause 12.1, the Customer shall and shall procure that third parties within its control shall, promote the Products and Buster + Punch name and brand and:
(a) shall only use the trading style “Buster + Punch” as directed and no other variation or representation thereof; and
(b) shall use its own store advertising, social media accounts, website and customer newsletter; and
(c) shall not make any written statement as to the quality or manufacture of the Products without the prior written approval of Buster + Punch; and
(d) shall not distribute nor resell any Products on third party marketplaces (e.g. eBay), without Buster + Punch’s express written consent; and
(e) shall comply with all reasonable instructions issued by Buster + Punch from time to time as to the marketing, promotion and sale of the Products; and
(f) shall only use any images or marketing material issued by Buster + Punch or on its behalf, in compliance with its obligations under the Contract and in particular, and without limitation, this clause 12.2 and clause 13 (such materials being collectively referred to as Customer Marketing)
12.3 Buster + Punch is hereby granted a royalty free, non-exclusive, perpetual and irrevocable licence to use the Customer Marketing for its own purposes (including marketing, promotion and publicity).
13. Intellectual Property Rights
13.1 All Buster + Punch IPR shall on creation vest in Buster + Punch.
13.2 The Customer is hereby granted a non-exclusive, non-transferable licence to use Buster + Punch’s IPR as directed by Buster + Punch solely for the purpose of the Customer performing its obligations in accordance with this Agreement. Save as set out in this clause 13.2, nothing in this Agreement shall be construed as conferring any further licence or granting any further rights in favour of the Customer in relation to Buster + Punch IPR.
13.3 Buster + Punch may immediately withdraw or terminate the Customer’s right to use the Buster + Punch IPR (including without limitation any images or marketing material it may licence for use by the Customer), if the Customer is in breach of any of its obligations under the Contract and/or fails to comply with Buster + Punch’s reasonable instructions.
13.4 The Customer shall not repackage Products and/or remove any copyright notices, confidential or proprietary legends or identification from Products without Buster + Punch’s prior written consent.
13.5 The Customer shall not use, other than pursuant to these Conditions, or seek to register, anywhere in the world, any trade mark or trade name, including any company name, which is identical to, confusingly similar to or incorporates any trade mark or trade name which Buster + Punch owns or claims rights in anywhere in the world.
13.6 If at any time it is alleged, or in Buster + Punch’s reasonable opinion it is likely to be alleged that the Products infringe any third party’s rights, Buster + Punch may at its option and its own cost: (i) modify or replace the Products to avoid the infringement; (ii) procure for the Customer the right to continue using the Products; or (iii) repurchase the offending Products at the price paid by the Customer.
13.7 The Customer shall promptly notify Buster + Punch of: (i) any actual, threatened or suspected infringement of any IPR which comes to the Customer’s notice; and (ii) any claim by any third party that comes to the Customer’s notice that the sale or advertisement of Products infringes the rights of any person.
13.8 The Customer agrees (at Buster + Punch’s request and expense) to do all such things as may be reasonably required to assist Buster + Punch in taking or resisting any proceedings in relation to any infringement or claim referred to in clause 13.7.
13.9 In the event of any claim, proceeding or suit by a third party against the Customer alleging an infringement of any IPR connected with Products, Buster + Punch shall defend the Customer at Buster + Punch’s expense PROVIDED ALWAYS THAT the Customer has acted in accordance with the terms of these Conditions and, subject to: (i) the Customer promptly notifying Buster + Punch in writing of any such claim, proceeding or suit; and (ii) Buster + Punch being given sole control of the defence of the claim, proceeding or suit.
13.10 Buster + Punch shall reimburse the Customer for any costs, expenses or legal fees (subject to any assessment) reasonably and properly incurred at Buster + Punch’s written request or authorisation pursuant to this clause 13 and shall indemnify the Customer against any liability assessed against it to the extent arising from Buster + Punch’s breach of this clause 13.
14. Confidentiality
14.1 Each party undertakes to the other to keep confidential all information (written or oral) concerning the business and affairs of the other which it has obtained or received as a result of discussions leading up to entry into the Contract, or which it has obtained during the course of the Contract, except any information that is: (i) subject to an obligation to disclose under law, or that is required to be disclosed by any competent regulatory authority, by notice or otherwise; or (ii) already in its possession or the public domain other than as a result of a breach of this clause 14.
14.2 Each party undertakes to the other to take all steps that are necessary from time to time to ensure compliance with the provisions of this clause 14 by its employees, agents and subcontractors.
15. Termination
15.1 Without limiting its other rights or remedies, Buster + Punch may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates to such an extent that in Buster + Punch’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
15.2 Without limiting its other rights or remedies, Buster + Punch may suspend provision of the Products under the Contract or any other contract between the Customer and Buster + Punch if the Customer becomes subject to any of the events listed in clause 15.1(a) to clause 15.1(d), or Buster + Punch reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under the Contract on the due date for payment.
15.3 Without limiting its other rights or remedies, Buster + Punch may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
15.4 On termination of the Contract for any reason, the Customer shall immediately pay to Buster + Punch all of Buster + Punch’s outstanding unpaid invoices and interest (if any).
15.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
15.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
16. Limitation of liability
16.1 Nothing in these Conditions shall limit or exclude Buster + Punch’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
(b) fraud or fraudulent misrepresentation; or
(c) any matter in respect of which it would be unlawful for Buster + Punch to exclude or restrict liability.
16.2 Subject to clause 16.1:
(a) Buster + Punch shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of sales or business, loss of or damage to goodwill, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) Buster + Punch’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price the Customer paid for the Products (net of any discounts).
17. Force majeure
Buster + Punch shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event and the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for four weeks, either party may terminate the Contract by giving the other four weeks written notice.
18. Disputes
18.1 All disputes, differences or questions arising out of or in relation to this Agreement should be referred in the first instance to the customer service team at Buster + Punch. The representative from the Customer and the Buster + Punch representative shall meet or discuss the issues in good faith in an attempt to resolve them.
18.2 If the parties fail to resolve the matter within 28 days following the discussion between the parties (or the Customer’s representative fails to agree to meet) then either party may refer the matter to a mediator appointed by the Centre for Effective Dispute Resolution (CEDR). The mediation should be conducted by a single mediator. Costs shall be borne as the mediator directs.
19. General
19.1 Assignment and other dealings.
(a) Buster + Punch may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Buster + Punch.
19.2 Entire agreement
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
19.3 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
19.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
19.6 Notices.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, or email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 19.6(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
19.7 Third party rights. No one other than a party to the Contract has any right to enforce any of its terms.
19.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
20. Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
(V2 30.04.2026)