TERMS AND CONDITIONS – TRADE CUSTOMERS

If you have registered as a trade customer on our website or become a direct trade customer (”Trade Customer”) these terms and conditions will apply to orders (in any format including telephone sales, online sales or otherwise) you make with us for any of our products (“Products”) listed on our website www.Floato.com (“our site”) or otherwise. Please read these terms and conditions carefully before ordering any Products from us. You should understand that by ordering any of our Products, you agree to be bound by these terms and conditions. You should print a copy of these terms and conditions for future reference.

Information about us

www.Floato.com is a site operated by Magic International Limited (“we”). We are registered in England and Wales under company number 3688932 and with our registered office at Messrs Elliot, Woolfe & Rose Limited, Elizabeth House, 54-58 High Street, Edgware, Middlesex, HA8 7TT and our principal office for all communication is at 40, Lyttelton Road, London N2 0TW England UK. Our Central Warehouse is Magic International Limited (Storage Area S20) Big Yellow Business Storage Finchley East, 401 High Road Finchley N2 8HS. 020 8346 3305 Big Yellow Manager Tina Miles. Deliveries requiring forklift Mon - Fri 10am - 4pm.

Website Distribution is carried out by Original Element 01792 720420 m: 07824 513351

1. 1. We try and ensure that our site is available 24 hours per day but we will not be liable if for any reason our site is at any time unavailable. Access to our site may be suspended temporarily or permanently without notice.

How the contract is formed between you and us

1. 2. All orders are subject to acceptance by us. The contract between us (“Contract”) will only be formed when we have accepted your order.

Content

1. 3. You acknowledge that all text, photographs, graphics or other materials (“Content”) are your sole responsibility and you must ensure that your customers do not upload, post, email, transmit or otherwise use Content that:
      1. is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libellous, invasive of another privacy, hateful or racially, ethically or otherwise objectionable;
      2. you or your customer do not have a right to make available under any law or under contractual or other relationships (including confidential information); or
      3. infringes any right of a third party including intellectual property or proprietary rights.

Availability and delivery

1. 4. Your order will be fulfilled in accordance with delivery terms to be agreed between us or once the Trade website is available (if ordered on the website) our Delivery Guide [LINK TO TRADE DELIVERY TERMS].
   5. It is your responsibility to ensure the accuracy of any delivery address details or other information supplied with your Order. We will not be responsible for non-delivery if incorrect details are supplied to us.

Risk and title

1. 6. The Products will be at your risk from the time of delivery.
   7. Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.

Price and payment

1. 8. The price of any Products will be as agreed at time of Order.
   9. There may be a minimum quantity order and range of stock purchased requirements, which you must meet. These will be advised to you at the time of Order.
   10. The prices quoted exclude VAT where applicable and delivery costs.
   11. Prices are liable to change at any time, but changes will not affect orders in respect of which we have already accepted.
   12. Payment for all Products purchased on the site must be in accordance with our payment types [INSERT LINK] by credit card, debit card or PayPal.
   13. All Invoices must be paid by you in full strictly on a pro-forma basis unless otherwise agreed.
   14. Until title to the Goods has passed to the Purchaser, it shall
       (a) store the Goods separately from all other goods held so that they remain readily identifiable as Magic’s property;
       (b)     not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
       (c)     maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
       (d)     give the Supplier such information relating to the Goods as the Supplier may require from time to time.
       3.  The Purchaser may resell or use the Goods in the ordinary course of its business (but not otherwise) before Magic receives payment
       (a)   it does so as principal and not as Magic's agent; and
       (b)     title to the Goods shall pass from Magic to The Purchaser immediately before the time at which resale occurs.

Non-return policy

Due to the nature of our Products, Products are sold as delivered and on a strictly non-returnable basis unless delivered faulty. Strictly by prior arrangement at Magic’s discretion credit for faulty balloons (leakage, closing of balloons, print surface, foil, damaged) may be given for balloons returned periodically as proof. NB ONE surface ONLY can be printed

Products

The average time a helium balloon will float always varies according to the ambient temperature and the altitude. Normally a helium balloon will remain floating for at least 4-6 days but we give no guarantee of the time the balloon will float.

1. 15. The current Balloon size is 22.5” but this may vary.
   16. You understand and agree that the balloons will need to be fully inflated by yourselves or your customers. We take no responsibility whatsoever for balloons which burst through over inflation.
   17. If supplied by us you must supply all weights ribbon or labels with the Product when sold. The labels must be attached to the balloons in accordance with our instructions.
   18. If supplied by us all boxes must only be used for the supply of the Products
   19. We will use our reasonable endeavours for continuity of supply but we will have no liability in relation to nor will we assure continuity of supply; as Magic International Limited are a distributor not a manufacturer and rely on the American manufacturer for supply.
   20. You understand and agree that we may also carry on the retail sale of Products, and that we may sell such Products at any price at any time and in any manner. These sales may take place through our site or affiliate websites or retail shops or through any other means.
   21. You understand and agree that we take no responsibility for training or supplying software or hardware in the use of the Product.
   22. You agree and understand that all the balloons are delivered in a protective vacuum bag and undertake that balloons will be printed immediately after removal from the bag.
   23. You agree to make every effort to please and to supply the retail customer either directly or indirectly with Products of a merchantable quality and not to do or sell anything to bring the brand Floato™ or other brands owned by us into disrepute.
   24. You shall use and procure the use of the Products in accordance with any instructions and informational guidance issued from time to time by Us, the printer manufacturer and your distributor. This shall include without limitation the instructions (if any) appended to these terms and conditions.

Liability

1. 25. Our liability for losses you suffer as a result of us breaking this Contract including deliberate breaches is strictly limited to the purchase price of the Product you purchased.
   26. This does not include or limit in any way our liability:
       1. for death or personal injury caused by our negligence; or
       2. for any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
   27. We are not responsible for indirect losses which happen as a side effect of the main loss or damage including but not limited to:
       1. loss of income or revenue;
       2. loss caused by disappointment;
       3. loss of business;
       4. loss of profits or contracts;
       5. loss of anticipated savings; or
       6. loss of data or Content.
   28. You agree to indemnify us in full against any direct and indirect loss, liability, costs, claims or expenses incurred by us due to your breach of these terms and conditions.

Import duty

1. 29. If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes, which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these charges and cannot predict their amount. Please contact your local customs office for further information before placing your order.
   30. Please also note that you must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable for any breach by you of any such laws.

Notices

1. 31. All notices given by you to us must be given to Magic International Limited at 40, Lyttelton Road London N2 0TW England UK. We may give notice to you at either the e-mail or postal address you provide to us when placing an order. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

Transfer of rights and obligations

1. 32. The contract between you and us is binding on you and us and on our respective successors and assigns.
   33. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
   34. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

Events outside our control

1. 35. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (“Force Majeure Event”).
   36. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
       1. strikes or other industrial action (including strikes by Royal Mail or our couriers);
       2. delays to our couriers normal service for any reason;
       3. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
       4. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
       5. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
       6. impossibility of the use of public or private telecommunications networks;
       7. the acts, decrees, legislation, regulations or restrictions of any government.
   37. Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.

Waiver

1. 38. If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
   39. A waiver by us of any default shall not constitute a waiver of any subsequent default.
   40. No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

Severability

1. 41. If any of these terms and conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

Entire agreement

1. 42. These terms and conditions and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
   43. We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
   44. Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.

Our right to vary these terms and conditions

1. 45. We have the right to revise and amend these terms and conditions from time to time to reflect without limitation changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
   46. You will be subject to the policies and terms and conditions in force at the time that you order Products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you).

Law and jurisdiction

1. 47. Contracts for the purchase of Products through our site and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.

       Appendix

Important Additional Information for the Trade

These notes are a non-exhaustive summary of and are without prejudice to the instructions to be provided separately by Magic International Limited or your distributor and the printer manufacturer (“Instructions”) and should be read in conjunction with and in addition to the same. Instructions vary according to the model of printer that you are using. In the event of any conflict between the Instructions and this summary, the former shall prevail.

The vacuum bag must be opened immediately before printing. Premature removal of the balloons from the bag is likely to result in damage to both the balloon and printer. Ensure that you open the bag carefully with scissors and avoid cutting the balloon. Carefully and gently remove the contents from the bag.

Please request and follow the special instructions for printing on the Epson stylus Pro 3880 and the Epson stylus Pro 4900 and follow them in all respects. Failure to do so is likely to result in damage to the balloon and possibly the printer. No balloon returns will be accepted unless delivered faulty.

Before inflation the packaging (the two paper sheets) must be gently and slowly removed from contact with the balloon. All balloons must be suitably weighted if to be helium inflated.
These balloons are heavier than non-inkjet coated balloons and should be fully inflated according to the instructions you are given. No responsibility is however taken for balloons bursting due to over inflation. This item is purchased and used entirely at purchaser’s own risk.

Magic International Limited accordingly takes no responsibility whatsoever for any damage caused to either the balloon or the printer for any reason whatsoever.

Magic International will operate a zero returns policy unless goods are delivered faulty.
No responsibility whatsoever will be taken for mistakes and for failure to follow instructions.

SAFETY FIRST - Plastic bags can be dangerous. To avoid danger of suffocation keep plastic bags away from babies and children.

Although Magic International Limited has made every effort to insure that the above information is correct at the time of printing; Magic International Limited takes no responsibility whatsoever for any inaccuracies in the statements or facts contained.

Nothing herein limits Magic International Limited’s liability for death or personal injury caused by its negligence.