Terms & Conditions

 

  • Definitions

    The term ‘you’ refers to the entity that is accepting our terms and conditions and using our services accordingly.

    The terms 'Numskull', ‘us’, ‘we’ and ‘our’ refer to Rubber Road Ltd and numskulltrade.com. The terms ‘products’ and ‘services’ refer to any official product we provide, either offline or online.

    The term ‘consent’ refers to your agreement and acceptance of our terms and conditions in full.

    The term ‘linked website’ refers to any website that may be followed from our own website via web links but are not part of our company or officially endorsed by us.

    • General

       

      1. These conditions of sale by Rubber Road Ltd apply to its sale and distribution of its products and other items from time to time offered for sale “Goods” by Rubber Road Ltd “Rubber Road” and purchased by you (“Customer”).

       

      1. The Customer and Rubber Road shall be referenced as the “Parties” where a joint obligation exists.

       

      1. The following terms and conditions supersede any inconsistent or supplementary provisions contained in the Customer’s Order or any other communication. Rubber Road contracts with the Customer on condition that the Customer accepts these terms and conditions without modification or qualification and, without prejudice to this, the delivery of Goods or the acceptance of Goods or any other act or conduct of the Customer in confirmation of the supply of Goods shall constitute an unqualified acceptance by the Customer of these terms and conditions. No representations, warranties or guarantees other than those contained herein and no variation of these terms and conditions shall be binding on Rubber Road unless contained in a written document signed by a Director of Rubber Road. Any variation representation or guarantee made as aforesaid will apply only to the particular order concerned except where otherwise agreed.

       

      1. We retain the right to update these terms and conditions at our own discretion. You are responsible for checking this page before using our services.

       

      Retail Sales Conditions

      5.   The Customer shall at all times:

      • offer a high-quality sales and after-sales service to final end users of the Goods;
      • use reasonable endeavors to promote and sell the Goods and shall not to do anything which may hinder or interfere with such sales;
      • inform Rubber Road immediately of any changes in ownership of the Customer, and of any change in its organisation or method of doing business that might be expected to affect the performance of the Customer's duties in this agreement, and ensure that its sales outlets and working methods do not have a negative impact on the image of Rubber Road, its 'Numskull' ‘Quarter Arcades’ ‘Tubbz’ ‘Pin Kings’ ‘Countdown Characters’ ‘Power Idolz’ or any of its other brand(s) or its

       

      1. In some instances, Rubber Road may sell products which have restrictions in place to prevent the sale of goods to certain territories. Where a territory restriction is in place, products must not be sold outside of the permitted territories under any circumstance. A breach of this term will result in sanctions placed on product availability, future order cancellation and/or further legal action being taken.

       

      1. While we endeavor to make available all our items to all our customers, we may be required to block the sale of certain products in line with licensing regulations.

       

      Quality, Price and Payment

      1. The specific price to be paid by the Customer to Rubber Road for the Goods will be displayed on the website portal (Numskulltrade.com), and will be binding upon acceptance of the terms and conditions from the Customer.

       

      1. The Customer shall ensure cleared funds are available in full into Rubber Road's bank account by the due date as agreed in the account application or in writing between the Parties. Such payment shall be made by BACS or Credit/Debit Card.

       

      1. Rubber Road reserves the right to cancel or suspend any delivery without notice if amounts are not paid by the due date by the

       

      1. The Goods supplied to the Customer by Rubber Road under this agreement shall:

       

      1. be of satisfactory quality and fit for any purpose held out by Rubber Road; and
      2. comply with all applicable statutory and regulatory requirements.

       

      1. If agreed between the Parties, Rubber Road may at its sole discretion give the customer a credit limit (if it can be credit insured by a credit insurance company) which may be varied from time to time by Rubber Road if agreed by the credit insurer. In the event that the credit limit is reached, Rubber Road may cancel or suspend shipments until the Customers balance is reduced below the credit

                                                                                        

      1. If payment is not made on time, then Rubber Road may charge interest at 5% above Barclays Bank PLC base rate from the date the debt became due until the debt is paid with cleared funds.

       

      1. The Customer shall indemnify Rubber Road against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other professional costs and expenses) suffered or incurred by Rubber Road arising out of or in connection with any breach of the Customer’s obligations under this agreement.

       

      1. Title of goods supplied does not pass to the Customer until all monies outstanding and due to Rubber Road are

       

      1. Until title to the Goods has passed to the Customer, the Customer shall:

       

      1. store those Goods separately from all other goods held by the Customer so that they remain readily identifiable as Rubber Road's property;
      2. not remove, deface or obscure any identifying mark or packaging on or relating to those Goods; and
      3. maintain those Goods in satisfactory condition and keep them insured on Rubber Road’s behalf for their full price against all risks with an insurer that is reasonably acceptable to Rubber Road. The Customer shall obtain an endorsement of Rubber Road’s interest in the Goods on its insurance policy, subject to the insurer being willing to make the endorsement. The Customer shall allow Rubber Road to inspect those Goods and the insurance policy, upon request.

       

      Delivery

      1. Orders will be delivered to one central location at the actual cost the courier and warehouse charges Rubber

       

      1. Rubber Road recognizes the importance of supply chain standards and will continue to work with the Customer to achieve our mutual goals of timeliness and cost effectiveness. No claims for consequential damage or loss of profits can be accepted for late delivery.

       

      1. Shortages should be notified in writing to Rubber Road within (3) three working days of delivery, marked for the attention of help@numskulltrade.com. Any claims submitted after this timescale shall be rejected.

       

      Return of Goods

      1. “Mint Returns” shall be known as any product that is still in its original condition and in unopened packaging, that is available for immediate resale by Rubber Road if so returned by the customer.

       

      1. “Faulty Returns” shall be known as returns that a Customer has sold to an end user where a fault has occurred resulting in the return of the Goods for Rubber Road reserves the right to test Faulty Returns and to return any Goods which are not found to be faulty to the Customer at the Customer’s cost.

       

      1. “Damaged Returns” shall be known as returns that a Customer has not sold to an end user that is not resaleable by Rubber Road unless reworking is undertaken for things such as price stickers to be

       

      1. Any returns must be authorized by Rubber Road. In the event that returns are authorized in writing by Rubber Road, then Rubber Road shall supply the Customer with a Returns Authorization reference “RA” in respect of said returns.

       

      1. All returns shall be sent back at the cost and risk of the Customer and the Customer must refer to the RA reference in all correspondence with Rubber Road.

       

      Marketing, Third Party website and Marketplaces

      1. When selling via a third-party website, the Customer shall ensure that the Goods are marketed in a manner which, in Rubber Road’s reasonable opinion, maintains the high quality public image and reputation of the Goods; and the 'Numskull' ‘Quarter Arcades’ ‘Tubbz’ ‘Pin Kings’ ‘Countdown Characters’ ‘Power Idolz’ or any of its other brand(s) or its Goods, and shall ensure that such third-party website operates high standards of website design in respect of the Goods. Rubber Road has the right at any time, on reasonable notice to carry out spot checks on relevant websites with a view to ascertaining compliance with this clause.

       

      1. Under no circumstance is the customer permitted to alter any product name, product description, or intended product use. Rubber Road will not tolerate any misrepresentation of the ‘Rubber Road’, 'Numskull' ‘Quarter Arcades’ ‘Tubbz’ ‘Pin Kings’ ‘Countdown Characters’ ‘Power Idolz’ or any of its other brand(s) or its

       

      1. All designs, packaging, text, graphics, product descriptions, and all other material are copyright of Rubber Road. All rights reserved.

       

      Assignment and other dealings

      1. Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the other party.

       

      Limitation of liability

      1. This clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other for:

         i.            any breach of this agreement however arising;

        ii.            any use made or resale of the Goods by the Customer, or of any product incorporating any of the Goods; and

        iii.            any representation, statement or tortious act or omission (including negligence) arising under or in connection with this agreement.

      30.  Nothing in this agreement shall limit or exclude the liability of either party for:

         i.            death or personal injury resulting from negligence; or

        ii.            fraud or fraudulent misrepresentation;

       

      31.                  Neither party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any: loss of profit; loss of goodwill; loss of business; loss of business opportunity; loss of anticipated saving; loss or corruption of data or information; or special, indirect or consequential damage suffered by the other party that arises under or in connection with this agreement.

      1. Rubber Road's total liability arising under or in connection with this agreement, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to the total charges for that particular Order.

      Confidentiality

      1. Each party undertakes that it shall not at any time during this agreement and for a period of five years after termination disclose to any person any information of a confidential nature concerning the business, affairs, customers, clients or suppliers of the other party (“Confidential Information”)

       

      1. Each party may disclose the other party's Confidential Information:

       

      a)      to its employees, officers, agents, consultants or subcontractors (“Representatives”) who need to know this information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement, provided that the disclosing party takes all reasonable steps to ensure that its Representatives comply with the confidentiality obligations as though they were a party to this agreement. The disclosing party shall be responsible for its Representatives' compliance with the confidentiality obligations; and

       

      b)     as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

      1. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement. In particular, no license is hereby granted directly or indirectly under any patent, invention, discovery, copyright or other intellectual property right held, made, obtained or licensable by either party now or in the future.

       

      Proof of Delivery

      1. Proof of delivery requests will be accepted within one month of the invoice date.

       

      Risk, Property & Repossession

      1. Risk to the Goods shall pass to the Customer on delivery by Rubber Road to the Customer, if Customer chooses to collect from Rubber Road then such delivery shall be deemed to have occurred at the point that the Goods are loaded on Customer’s own transport.

       

      1. Absolute title in the goods shall remain with Rubber Road and shall not pass to the Customer until Rubber Road has received payment in full for all Goods delivered and any additional sums due under the contract under which the Goods are supplied. For these purposes Rubber Road has only received a payment when the amount of that payment is irrevocably credited to its bank

       

      1. Rubber Road shall retain title to the goods where the Goods had been attached to any other product not owned by Rubber Road provided the goods are readily identified or separate from the resulting composite or mixed product.

       

      1. The customer shall store any Goods owned by Rubber Road in such a way that they are clearly identifiable as Rubber Road’s property, shall maintain records of them identifying them as Rubber Road’s property, of the person to whom it sells or disposes of such property and of the payments made by such persons for such property. The Customer will allow Rubber Road to inspect these records and the Goods themselves upon request. In the event of any doubt as to ownership, any Goods in the Customers possession supplied by Rubber Road shall be deemed to belong to Rubber Road unless the Customer can prove otherwise. Rubber Road shall be free at any time when any payments from the Customer are outstanding to appropriate payments made by the Customer to any outstanding invoice not withstanding any express appropriation by the Customer at the time of payment.

       

      1. If the Customer sells or otherwise disposes of or makes any insurance claim in respect of the Goods prior to making payment in full for the Goods, it shall not give any warranties or incur any liability on behalf of Rubber Road, Rubber Road shall be entitled to trace the proceeds of sale and any insurance proceeds received in respect of the Goods. Such proceeds shall be paid into a separate bank account and shall be held by the Customer on trust for Rubber Road.

       

      1. If the customer fails to make any payment to Rubber Road when due, enters into bankruptcy or a composition with a creditor, has a receiver or Manager appointed over all or parts of its assets, or become insolvent, or if Rubber Road has reasonable cause to believe that any of these events is likely to occur, Rubber Road shall have the right, without prejudice to any other remedies, including but not limited to:

       

      1. to enter without prior notice or authorization any premises where Rubber Road Goods are stored by the Customer, and allow Rubber Road to remove Goods to the value of all sums owed to Rubber
      2. to require the customer not to resell or part with possession of property owned by Rubber Road until the Customer has paid in full all sums owned by it to Rubber Road.
      3. to withhold delivery of any undelivered Goods and to stop any Goods in transit.

       

      Severance

      1. If any provision or part-provision of this agreement 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 that 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 this agreement.

       

      1. If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend that provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

       

      1. Rubber Road shall not be liable for any loss or damage caused by the delay in the performance or by the non-performance of any of its obligations here under where the same is occasioned by any  cause  whatsoever which is beyond Rubber Road’s control including but not limited to  Acts  of   God,   hostilities,   civil disturbance,  requisitioning,  governmental  or  municipal restrictions prohibitions or enactment of any kind, lockout or trade disputes (whether involving its own employees or those of any  other  person) difficulties in obtaining workmen or materials, breakdown of machinery, fire or accident. Should any such event occur Rubber Road may cancel or suspend any order of Goods by the Customer without incurring any liability for any loss or damage thereby occasioned.

       

      Counterparts

      1. This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

       

      Third party rights

      1. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

       

      Governing Law and Jurisdiction

      1. These conditions shall be governed and construed by the laws of England and the English courts shall have exclusive jurisdiction in connection herewith.