Terms & Conditions of Sale

2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.  

2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

3.1 The Price shall be the price quoted on the Seller’s confirmation of order.

4.1 Payment should be made upon receipt of the order and the buyer’s acceptance of the lead time. Payments can be made by credit/debit card or bank transfer.

4.2 We accept no liability if a delivery is delayed because you did not give us the correct payment details.

4.3 If it is not possible to obtain full payment for the goods from you, then we can refuse to process your order and/or suspend any further deliveries to you. This does not affect any other rights we may have.

4.4 Customers with established terms of payment by purchase order with Replica Ltd:

4.4.1 Payment of the Price and VAT shall be due within 30 days of the date of the Seller’s invoice.

4.4.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 5% per annum above the Bank of England base rate from time to time in force.  Such interest shall accrue after as well as before any judgment.

4.4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.

5.1 We have taken care in the preparation of the content of this website, in particular to ensure that prices quoted are correct at the time of publishing and that all goods have been described accurately. However, orders will only be processed if there are no material errors in the description of the goods or their prices as advertised on this website. Any weights, dimensions and capacities given about the goods are approximate only.

6.1 The Goods are described on the Sales order and website, see also ‘Accuracy of content’  section 5

6.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.

6.3 In the case of standard food packs shown on the website, every effort is made to ensure that each pack type or set is supplied as listed. However, the Seller reserves the right to substitute similar items where stock is unavailable.

6.4 Where the Buyer requests bespoke or customisation of items, the Buyer will be asked to provide as much information as possible including but not limited to, sizes, photographs, intention of use. The Seller will work closely with the Buyer to ensure they have the information required to undertake the work, however this is a creative process and an artistic commission. Bespoke items must be paid for in full on the understanding that our products are custom made in small batches by hand and as such are subject to variation and creative licence. Bespoke items are subject to a no refund policy unless defective.

7.1 All orders are subject to acceptance and availability of stock. If the Goods ordered are not available from stock, we will contact the Buyer by e-mail or phone (if you have given us details). The Buyer will have the option either to wait until the item is available from stock or to cancel the order.

8.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery.

8.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so.  Time of delivery shall not be of the essence of the contract.

8.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods.  If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.

8.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

9.1 The Buyer shall be deemed to have accepted the Goods 2 days after delivery to the Buyer. 

9.2 The Buyer shall thoroughly inspect the Goods within 2 days and give written notice to the Seller if any Goods do not comply with the agreed term.

9.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods, the Buyer shall not be entitled to reject Goods which are not in accordance with the contract unless the goods are defective or the contract has been breached by the Seller. 

9.4 Right to Reject: The Buyer has the right to reject goods if the Seller breaches agreed terms with Buyer.

10.1 The Seller operates a strict no returns policy, except in cases where Goods are damaged upon delivery or without doubt faulty. We endeavour to provide accurate information about all products on our website, however, many items are handmade in small batches so my differ form photographs or previous orders. To ensure the items you are ordering are suitable for use, please contact our sales team before placing an order.

10.2 In the first instance, if damaged Goods are received and reported, within the specified time frame of 2 days (see section 9), the Seller shall offer the Buyer a prompt exchange. The Seller shall request the report of damage in writing with some evidence such a photograph.

10.3 Where an exchange is not practicable due to time sensitive nature of the goods, it may be possible to refund the item if the Seller accepts the Goods were damaged prior to receipt by the Seller.

10.4 Where exchange or refunds are deemed appropriate the Seller has the right to request return of the damaged Goods.

11.1 Risk passes upon delivery of the Goods to the Buyer’s address, or collection of the Goods from the Sellers address by the Buyer or their nominated Representative. If the Buyer chooses to use their own courier then the risk passes to the Buyer as soon as the Goods are handed to your courier. The Buyer will only own the Goods once they have been successfully delivered.

11.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

11.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.

11.4 The Seller may at any time before title passes and without any liability to the Buyer:

11.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and

11.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.

11.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

12.1 Carriage will be chargeable on all sales.

12.2 Carriage charges are outlined at the checkout on the website but on occasion may vary due to the volume or content of the order. The Buyer will be notified and the cost will be at the agreed rate in the sales order confirmation.

13.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:

13.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

13.1.2 fraud or fraudulent misrepresentation;

13.1.3 Breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

13.1.4 defective products under the Consumer Protection Act 1987; or

13.1.5 any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

13.2 Subject to clause 13.1:

13.2.1 The Seller shall under no circumstances be liable for any consequential or indirect loss (including, but not limited to, loss of profit, revenue, business opportunity, or reputation), whether in contract, tort (including negligence), or breach of statutory duty, unless the loss or damage arises directly from the Seller’s negligence or breach.

13.2.2 the Seller’s total liability to the Buyer 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 £1,000,000.

13.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

13.4 This clause 13 shall survive termination of the Contract.

14.1 In the event the a Buyer requires Goods to be delivered outside of the United Kingdom:

14.1.1 Goods Must be paid for in full prior to export, without exception, including any bank fees that may arise, failure to do so may delay your order being exported.

14.1.2 The Seller has no knowledge or responsibility for the laws outside of the United Kingdom. The Buyer is responsible for ensuring that Goods purchased are lawfully allowed to be imported.

14.1.3 For goods being exported to the EU, the Buyer must provide a valid EORI Number prior to the goods being shipped. The Seller holds no responsibility for late shipments if the Buyer fails to provide valid EORI number.

14.1.4 The Seller can arrange shipment with international courier such as FedEX or DHL. The Buyer is responsible for payments of all taxes and duty on arrival.

14.1.5 The Seller can advise on the approximate shipping costs on exports but these fluctuate on a daily basis and are based on the volume of the shipments. A final quote will be provided via email when the goods are ready to export. This is non negotiable and must be paid immediately to the Seller. Failure to do so will result in delay of dispatch and possible further costs.

14.1.6 The Buyer is responsible for providing correct contact information/ broker information that the Seller may pass to the courier to arrange payment of tax and customs.

14.1.7 The Seller is not responsible for the duration of the customs process and can not advise on the time frames or procedures involved.

15.1 Ownership of Intellectual Property: All intellectual property rights, including design rights, trademarks, and copyrights, associated with the Goods purchased from the Seller, remain the exclusive property of the Seller. The Buyer acknowledges that the purchase of Goods does not transfer any intellectual property rights to the Buyer.

15.2 Restrictions on Reproduction: The Buyer agrees that items purchased from the Seller may not be used to produce duplicates, reproductions, or derivative works of the Goods. The Goods may not be copied, reproduced, or modified in any manner, either wholly or in part, for resale or commercial use, without the express written consent of the Seller.

15.3 Bespoke Items: Notwithstanding clauses 15.1 and 15.2, for bespoke or custom items commissioned by the Buyer, the Buyer will own the final product, subject to full payment and these Conditions. However, any materials or moulds used to manufacture the bespoke items will remain the sole property of the Seller.

16.1 Expert Advice and Assistance: Our team at Replica Ltd (the Seller) is highly knowledgeable about our products and is available to assist with any questions or additional information required. Whether you need further details on the materials used, size specifications, or any other aspect of the goods, we are happy to provide guidance to help you before you make your purchase.

16.2 Contacting Customer Support: If you require assistance from the Seller, please feel free to contact our customer support team via email sals@replica.co.uk or phone 0208 5233523 Monday -Friday and we will respond to your enquiries promptly. We aim to ensure that you have all the information you need to be satisfied with your purchase.

16.3 Product Information: We strive to provide accurate and comprehensive product information, but if you need further clarification or details about any item, we encourage you to reach out to us before placing your order. Our team is available to answer any questions you may have about the goods or services we offer.

17.1 The Seller makes no representations or warranties regarding the goods’ quality, condition, or fitness for a particular purpose, unless specifically agreed in writing at the time of sale. The goods supplied will conform to the specifications agreed with the purchaser at the time of sale. However, to the fullest extent permitted by law, all implied warranties, conditions, and representations relating to the quality, suitability, or lifespan of the goods, whether express or implied by statute, usage, trade, or custom, are excluded. This exclusion is in accordance with The Unfair Contract Terms Act 1977.

18.1 The goods manufactured by the Seller are intended solely for display purposes and should not be considered as toys, playthings, or for any other misuse. the Seller shall not be held responsible for any harm or injury caused by the ingestion, chewing, or any other improper use of the goods. The Buyer must ensure the safe use and handling of the goods at all times. Any attempt to misuse the goods may result in injury or harm, and Replica Ltd accepts no responsibility for any accidents resulting from improper use.

19.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office 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, or sent by pre-paid first class post or other next working day delivery service, commercial courier, or e-mail.

19.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; 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 e-mail, one Business Day after transmission.

19.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

20.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;

20.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:

20.2.1 Strikes, lockouts or other industrial action;

20.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;

20.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;

20.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

20.2.5 Political interference with normal operations, including but not limited to changes in laws or regulations; and

20.2.6 Illness of a contagious nature that affects the majority of staff members

20.2.7 Any other event or circumstance beyond the reasonable control of the affected party that prevents or delays performance under this Agreement.

20.3 The affected party shall promptly notify the other party in writing of the occurrence of a force majeure event and its anticipated duration. The party affected by force majeure shall use commercially reasonable efforts to mitigate the impact of the event on the performance of its obligations.

21.1 This agreement 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.

21.2 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 or negligent misstatement based on any statement in this agreement.

22.1 The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

23.1 If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.

24.1 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.  No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.

25.1 No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

25.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

26.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

26.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Business to Business – Terms and Conditions for Sale of Goods

Version 1.0, Approved by the Director’s January 2025.