TERMS OF TRADE
1.
DEFINITIONS
1.1
'Buyer' means the person who buys or agrees to buy the Goods
from the Seller.
1.2
‘Conditions’ means the terms and conditions set out in this
document as amended from time to time in accordance with clause 2.6 together
with the Schedule.
1.3
‘Contract’ means the contract between the Seller and the
Buyer for the sale and purchase of the Goods in accordance with these
Conditions.
1.4
'Goods' means all goods and services, and unless expressly
excluded in these Conditions the Non Lighting Goods, which the Buyer agrees to buy from the Seller.
1.5
‘Non Lighting Goods’ means any non
lighting Goods, including (but not limited to) mirrors and furniture,
which the Buyer agrees to buy from the Seller.
1.6
‘Quality and Trading Conditions’ means the Seller’s quality
and trading conditions applicable to online and offline retailers as applicable
and as set out in the Schedule.
1.7
'Seller' means Dar Lighting Limited (trading as där
lighting), a company registered in England
and Wales with company
number 05270864 and registered address at Wildmere Road Oxfordshire , OX16 3JZ
2.
BASIS OF CONTRACT
2.1
No order made by the Buyer shall be deemed to be accepted by
the Seller until the Seller has acknowledged the order in writing (‘Order
Acknowledgement’), at which point a Contract shall come into existence. No
order thereafter shall be cancelled either in whole or in part without the
Seller’s written consent.
2.2
Orders are only accepted subject to these Conditions and the
Seller shall not be bound by any other terms, written, verbal or implied, or
which are implied by trade, custom, practice or course of dealings, whether or
not they are contained in the Buyer's order form.
2.3
A quotation given by the Seller to the Buyer shall not
constitute an offer. Any purported acceptance by the Customer of a quotation
shall be treated as an offer which the Seller may accept in accordance with
clause 2.1.
2.4
These Conditions and the Order Acknowledgement shall
represent the terms of the entire agreement between the Buyer and the Seller
and shall not be changed or varied by any other agreements between the two
parties unless specifically agreed in writing by a director of the Seller
including any terms or conditions communicated by the Buyer accompanying, or
attached to, an order or other correspondence.
2.5
In entering into the Contract the Buyer acknowledges that it
has not relied on any statement, promise or representation made or given by or
on behalf of the Seller (including as to the Goods’ suitability or fitness for
any particular purpose) which is not set out in the Contract. Any samples,
drawings, descriptive matter, or advertising issued by the Seller and any
descriptions or illustrations contained in the Seller's catalogues or brochures
are issued or published for the sole purpose of giving an approximate idea of
the Goods described in them. They shall not form part of the Contract or any
other contract between the Seller and the Buyer for the sale of the Goods.
2.6
The Seller reserves the right to vary the terms of these
Conditions by giving the Buyer 14 days’ written notice.
3.
PAYMENT TERMS
3.1
The Seller shall invoice the Buyer for the price of the
Goods plus the cost of any insurance, packaging, storage and carriage on or at
any time after despatch of the Goods and the Buyer shall pay the invoice in
full and cleared funds within 30 days following the date of the invoice (“Due
Date”).
3.2
Time of payment shall be of the essence.
3.3
If the Buyer fails to make any payment on the Due Date then,
without prejudice to any other right or remedy available to the Seller, the
Seller shall be entitled to:
3.3.1
charge interest at a rate of 4% per annum above Clydesdale plc base rate accruing on a daily basis from the Due Date
until the date of actual payment of the overdue amount, whether before or after
judgment, and compounding quarterly;
3.3.2
add to the price
of the Goods any fees incurred by the Seller in collecting any such outstanding
payments; and
3.3.3
suspend or
discontinue any further deliveries of the Goods under any Contract without
notice to the Buyer until payment has been received
and the Seller shall be entitled to discontinue any further
deliveries of the Goods under any Contract if the circumstances warrant such
discontinuance.
3.4
The Seller reserves the right:
3.4.1
in respect of
any new Buyer, to request that such Buyer supplies two trade references to the
Seller;
3.4.2
to raise a proforma invoice in respect of any order and the Buyer
acknowledges that such Goods will only be delivered when the Seller has
received payment in full and cleared funds;
3.4.3
to refuse
credit terms to a Buyer for any reason.
3.5
No order which has been accepted by the Seller may be
cancelled without the agreement of the Seller. Without prejudice to the
foregoing, the Seller reserves the right to charge a handling fee of 25% of the
order value for any order cancelled by the Buyer.
3.6
The Seller reserves the right, without limiting any other
right or remedy it may have, to set-off any amount due under the Contract
against any other monies owed under any other contract.
3.7
In respect of the Goods, excluding for these purposes the
Non Lighting Goods, the Seller shall be entitled to reject any order for Goods
for less than that set out in the current price list inclusive of carriage
charges. Non Lighting Goods are also subject to a minimum order value which is
set out in the där home price list. Price lists are available on request from
the Seller’s Sales Office.
4.
PRICES
4.1
The price of the Goods shall be the price set out in the
Seller's published price list in force as at the date of dispatch and shall
replace all previous prices quoted by the Seller.
4.2
Whilst every endeavour will be made to deliver at the prices
quoted, the Seller reserves the right by giving notice to the Buyer at any time
before dispatch to increase the price of the Goods to reflect any increase in
the cost of the Goods that is due to:
4.2.1
any factor beyond the Seller's control (including foreign
exchange fluctuations, increases in taxes and duties, and increases in labour,
materials and other manufacturing costs);
4.2.2
any request by
the Buyer to change the delivery date(s), quantities or types of Goods ordered;
or
4.2.3
any delay caused
by any instructions of the Buyer or failure of the Buyer to give the Seller
adequate or accurate information or instructions.
4.3
All prices are subject to VAT and any other applicable taxes
or levy which shall be charged in addition at the rate in force at the date of
invoice.
4.4
The price of Goods despatched to Northern
Ireland , Eire, Channel Islands and the Isle
of Man will be subject to an additional 5% surcharge, irrespective
of the order value.
4.5
The Buyer acknowledges and agrees that all Goods sold by the
Seller are sold as domestic products.
The Buyer assumes all responsibility for suitability or fitness for any
particular purpose of the Goods and any statement made by the Seller in this
respect is understood to be an opinion of the salesperson in question only, and
it is further understood that such salesperson has no understanding of the
environment into which the Goods will be installed and accordingly the Buyer
places no reliance upon the salesperson’s opinion. If the intended
country of use is not within the UK
5.
DELIVERY
5.1
Delivery of the Goods to the Buyer shall be completed when
the Seller makes them available to the Buyer (or any agent of the Buyer) at the
Seller’s premises or any other point of delivery agreed by the Seller.
5.2
The Buyer acknowledges and accepts that any dates quoted by
the Seller for delivery of the Goods are approximate only and the time of
delivery is not of the essence. The Seller shall not be liable to the Buyer for
compensation or damages for delayed delivery or any consequential loss of any
kind whatsoever for any delay in delivery of the Goods, howsoever caused.
5.3
If the Buyer fails to accept delivery for any reason
whatsoever, the Goods may be stored by the Seller at the Buyer’s risk and
expense until the Buyer accepts delivery. If 10 days after the Seller notified
the Buyer that the Goods were ready for delivery the Buyer has not accepted
delivery of them, the Seller may resell or otherwise dispose of part or all of
the Goods.
5.4
The Seller may deliver the Goods by separate instalments, which
shall be invoiced and paid for separately. Each separate instalment shall
constitute a separate Contract. Any delay in delivery or defect in an
instalment shall not entitle the Buyer to cancel any other instalment except as
agreed by the Seller. Failure of the Buyer to pay any invoice in respect of an
instalment shall entitle the Seller to the remedies set out at clause 3.3.
6.
CARRIAGE
6.1
The Seller operates a scale of charges for carriage
based on point of delivery. Different charges for carriage and different
minimum order values to avoid carriage charges apply to different delivery
locations and types of Goods. The Seller reserves the right to change these
charges and minimum order values from time to time. The schedule of charges is
available on request from the Seller's Sales Office and can be found in the
price lists.
6.2
The Seller reserves the right to charge an overnight fee per
carton in respect of any overnight orders for Goods for delivery on the next
working day provided always that the Buyer has confirmed the availability of
this service with the sales office before 12:00 noon. The Seller reserves the right to charge
additional carriage in the event that the Buyer requests delivery to an address
which is not the usual address registered for the Buyer for delivery.
6.3
The Buyer should be aware that separate carriage charges are
payable for Non Lighting Goods. This schedule of charges is available on
request from the Seller’s Sales Office, and detailed in the där home price
list.
7.
OBLIGATIONS OF THE BUYER
7.1
The Buyer warrants that it shall at all times comply with
the Quality and Trading Conditions and any such other conditions or standards
as may be required by the Seller from time to time and notified to the Buyer in
writing.
7.2
The Buyer shall indemnify the Seller against all
liabilities, costs, expenses, damages and losses (including any direct,
indirect or consequential losses, loss of profit, loss of reputation and all
interest, penalties and legal and other reasonable professional costs and
expenses) suffered or incurred by the Seller arising out of or in connection
with any breach of the warranty contained in clause 7.1 to the
extent that it is not caused by the Seller’s negligence or wilful misconduct.
8.
QUALITY
8.1
The Seller warrants that on delivery the Goods
shall:
8.1.1
conform in all
material respects with their description;
8.1.2
be free from
material defects.
8.2
Subject to clause 8.5, if the Buyer gives fully detailed notice in writing to the
Seller within 3 days of delivery that some or all of the Goods do not comply
with the warranty set out in clause 8.1 and the
Buyer (if asked to do so by the Seller) returns such Goods to the Seller's
place of business at the Buyer’s cost and in the original packaging quoting the
invoice number relating to these Goods
then the Seller shall, at its option, replace the defective Goods, or
refund the price of the defective Goods.
8.3
The Buyer accepts and acknowledges that the Seller shall
only replace [or refund] the price for defective Non Lighting Goods after a där
sales executive has inspected the Non Lighting Goods with the original
packaging.
8.4
If the Seller replaces any defective Goods, it reserves the
right to charge the Buyer the price of the replacement Goods in accordance with
these Conditions and issue a credit to the Buyer as soon as the defective Goods
are returned in the original packaging.
If title had transferred to the Buyer in respect of the defective Goods,
title to the defective Goods shall revert to the Seller with effect from the
date of dispatch of such defective Goods by the Buyer to the Seller.
8.5
The Seller shall not be liable for the Goods' failure to
comply with the warranty set out in clause 8.1 if:
8.5.1
the Buyer makes any further use of such Goods after giving
notice in accordance with clause 8.2; or
8.5.2
the defect arises because the Buyer or any third party
failed to follow the Seller's oral or written instructions as to the storage,
commissioning, installation, use and maintenance of the Goods or (if there are
none) good trade practice; or
8.5.3
the Buyer alters
or repairs such Goods without the written consent of the Seller; or
8.5.4
the defect
arises as a result of fair wear and tear, wilful damage, negligence, or
abnormal storage or working conditions.
8.6
The Buyer acknowledges and agrees that the packaging
accompanying Goods supplied by the Seller to the Buyer is designed strictly for
the purposes of delivery to the Buyer only. Accordingly, the Seller accepts no
liability for any breakages, defects or claims that either arise or can be
reasonably assumed to have arisen during any onward transit after delivery to
the Buyer. If
the Buyer does not notify the Seller of any defects within the claims period
set out at clause 8.2
above, then the Seller shall not be liable to the Buyer for any Goods. For the avoidance of doubt, the Seller will
not be responsible for any breakages, defects or claims that either arise or
can be reasonably assumed to have arisen during onward transit to a customer of
the Buyer.
8.7
Requests for and queries with delivery notes must be made
within 3 days of the date of delivery. Thereafter it is taken that all such
delivery notes are correct and will not delay payment.
8.8
The Seller will not accept returned Goods without prior
written agreement. Goods returned without such prior agreement will not be
credited by the Seller and the Seller will not be liable for the costs involved
or the Goods will be subject to a handling and testing fee of 25%. Goods purported to be good stock which a
Buyer wishes to return must be in perfect condition and in original
packaging. In the event that the Seller
reasonably believes that such purported good stock is not in perfect condition
and in original packaging on arrival to the Seller, the Seller may, at its sole
discretion , return such Goods to the Buyer and charge
any additional packaging, insurance and carriage costs to the Buyer.
8.9
These Conditions shall apply to any repaired or replacement
Goods supplied by the Seller.
8.10
Except as provided in this clause 8, the Seller
shall have no liability to the Buyer in respect of the Goods' failure to comply
with the warranty set out in clause 8.1.
8.11
Except as set out in these Conditions, all warranties,
conditions and other terms whether expressed or implied by statute, common law,
conduct custom or otherwise are, to the fullest extent permitted by law,
expressly excluded from the Contract.
9.
TITLE and RISK
9.1
The risk in the Goods shall pass to the Buyer on completion
of delivery.
9.2
Notwithstanding delivery and the passing of risk in the
Goods, title in the Goods shall not pass to the Buyer until the Seller has
received payment in full (in cash or cleared funds) for:
9.2.1
the Goods; and
9.2.2
any other goods or services that the Seller has supplied to the
Buyer under any other contract.
9.3
Until title to the Goods has passed to the Buyer, the Buyer
shall:
9.3.1
hold the Goods on
a fiduciary basis as the Seller's bailee;
9.3.2
store the Goods
separately from all other goods held by the Buyer so that they remain readily
identifiable as the Seller's property;
9.3.3
not remove,
deface or obscure any identifying mark or packaging on or relating to the
Goods;
9.3.4
maintain the Goods in
satisfactory condition and keep them insured against all risks for their full
price from the date of delivery; and
9.3.5
notify the Seller
immediately if it becomes subject to any of the events listed in clause 10.2
9.4
Notwithstanding the provisions of clause 9.3, the Buyer
has the right to dispose of the Goods in the ordinary course of business on a
bona fide sale without notice to its customer of the Seller's rights hereunder.
9.5
The entire proceeds of the disposal of the Goods under
clause 9.4 shall be
held in trust for the Seller until payment in full for the Goods is received by
the Seller.
9.6
If before title to the Goods passes to the Buyer the Buyer
becomes subject to any of the events listed in clause 10.2 or the
Seller reasonably believes that any such event is about to happen and notifies
the Buyer accordingly, then, provided that the Goods have not been resold, or
irrevocably incorporated into another product, and without limiting any other
right or remedy the Seller may have, the Seller may at any time require the
Buyer to deliver up the Goods and, if the Buyer fails to do so promptly, the
Buyer hereby grants the Seller an irrevocable licence for the Seller, its
agents and employees to enter any premises of the Buyer or of any third party
(so that the Seller will not commit a trespass when doing so) where the Goods
are stored in order to inspect, count and recover the Goods. For the avoidance
of doubt the Seller shall be entitled to enforce its rights under this clause
in any jurisdiction in which the Buyer and/or the Goods are located.
9.7
The Buyer shall assist the Seller, as applicable, in the
registration of any necessary charge over money or goods and shall take such
other steps as are necessary to give effect to this at the request of the
Seller and/or in order to perfect the Seller’s title and interest in the Goods.
9.8
The Buyer shall not be entitled to pledge or in any way
charge by way of security for any indebtedness any of the Goods which remain
the Seller’s property, but if the Buyer does so all monies owing by the Buyer
to the Seller shall (without prejudice to any other right or remedy of the
Seller) forthwith become due and payable.
10.
BREACH AND INSOLVENCY
10.1
If the Buyer:
10.1.1
is in breach of any of the terms of these Conditions; or
10.1.2
becomes subject to any of the events listed in clause 10.2, or the
Seller reasonably believes that the Buyer is about to become subject to any of
them and notifies the Buyer accordingly,
then, without limiting any other right or remedy available to
the Seller, the Seller shall be entitled to:
10.1.3
cancel or suspend
all further deliveries under the Contract or under any other contract between
the Buyer and the Seller without incurring any liability to the Buyer;
10.1.4
immediate payment of
all outstanding sums in respect of the Goods delivered to the Buyer
notwithstanding any earlier agreement between the parties; and
10.1.5
exercise any of its
rights pursuant to clause 9 above.
10.2
For the purposes of clause 10.1 the relevant
events are if the Buyer suspends, or threatens to suspend, payment of its debts
or substantially the whole of its business; goes into liquidation; becomes
insolvent; or has an administrator, receiver or similar officer appointed in
respect of all or part of its undertaking (or is the subject of a filing with
any court for the appointment of any such officer); or any event occurs, or
proceeding is taken, with respect to the Buyer in any jurisdiction to which it
is subject that has an effect equivalent or similar to any of the
aforementioned events.
11.
PRODUCT INFORMATION
11.1
Although the Seller shall use its reasonable endeavours to
ensure that the information contained in the Seller's catalogue is correct at
the time of going to press, the Seller shall have no liability to the Buyer or
any third parties for any damage, loss or expense resulting from any error or
omission contained in the Seller's catalogue. Goods supplied may vary in detail
from the illustrations, drawings and descriptions (which are approximate and
for guidance only) in the Seller's catalogue as a result of improvements or
modifications. Colour finishes will be maintained as accurately as possible,
but matching cannot be guaranteed.
11.2
The Seller’s policy is one of continuing development and
improvement. Consequently, the Seller reserves the right to change or amend
specifications to the Goods without prior notice. Notwithstanding that any
sample may have been produced or supplied by the Seller all sales shall be
sales by description only and not by sample.
12.
LIABILITY
12.1
Nothing in these Conditions shall limit or exclude the
Seller's liability for:
12.1.1
death or personal
injury caused by its negligence, or the negligence of its employees, agents or
subcontractors (as applicable);
12.1.2
fraud or
fraudulent misrepresentation;
12.1.3
breach of the terms
implied by section 12 of the Sale of Goods Act 1979; or
12.1.4
defective products
under the Consumer Protection Act 1987.
12.2
Subject to clause 12.1:
12.2.1
the Seller shall not be liable to the Buyer, whether in
contract, tort (including negligence), breach of statutory duty, or otherwise,
for any loss of profit, loss of business, loss of opportunity, loss of
goodwill, loss of contracts or any other special, indirect or consequential
loss howsoever arising under or in connection with the Contract; and
12.2.2
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 not exceed the price paid or payable for the Goods.
12.3
The Seller shall not be liable to the Buyer or be deemed to
be in breach of the Contract by reason of any delay in performing or any
failure to perform any of the Seller's obligations in relation to the Goods, if
the delay or failure was due to the Buyer’s failure to provide the Seller with
adequate delivery instructions or any other instructions that are relevant to
the supply of the Goods.
12.4
FORCE MAJEURE
The Seller shall not be liable to the Buyer as a result
of any delay or failure to perform its obligations under the Contract if and to
the extent such delay or failure is caused by an event or circumstance which is
beyond the reasonable control of the Seller which by its nature could not have
been foreseen by the Seller or, if it could have been foreseen, was
unavoidable. For the purposes of this clause this will include, but is not
limited to, an act of God, war, strikes, lockouts or other industrial action,
difficulties in obtaining labour or parts, government or other restrictions or
regulations or other event beyond the reasonable control of the Seller.
13.
SAMPLES
13.1
The Buyer acknowledges and agrees that the Buyer shall pay
for any samples provided by the Seller at the price set out in the Seller’s
published price list in force as at the date of dispatch.
13.2
A credit note for samples will only be issued if they are:
13.2.1
returned within 28
days of the date of dispatch in the same condition as when they were dispatched;
and
13.2.2
in the original
packaging,
provided always that the Buyer shall be
responsible for any carriage charges incurred in returning the samples to the
Seller.
13.3
The Buyer acknowledges and agrees that where a sample of the
Goods has been provided to the Buyer it shall not constitute a sale by sample.
14.
general
14.1
Severance. If any clause or sub-clause of the Contract is prohibited by
law or judged by a court to be unlawful, void or unenforceable, the clause or
sub-clause shall, to the extent required, be severed from the Contract and
rendered ineffective as far as possible without modifying the remaining
provisions of this Contract (or in the case of severance of a sub-clause,
without modifying the remaining provisions of the clause), and shall not in any
way affect any other circumstances of or the validity or enforcement of the
Contract (or in the case of severance of a sub-clause, the validity or
enforcement of the clause).
14.2
No Waiver. No failure or
delay by the Seller in exercising any right, power or privilege under these
Conditions shall impair the same or operate as a waiver of the same nor shall
any single or partial exercise of any right, power or privilege preclude any
further exercise of the same or the exercise of any other right, power or
privilege. The rights and remedies provided in these Conditions are cumulative
and not exclusive of any rights and remedies provided by law.
14.3
Notices. All notices in connection with the Contract shall be in
writing, addressed to the recipient at its registered office (if it is a
company) or its principal 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, recorded delivery, fax or e-mail. Notices shall be deemed to have been
received: if delivered personally, when left at the address referred to above;
if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the
second working day after posting; or, if sent by fax or e-mail, one working day
after transmission. This clause 14.3 shall not
apply to the service of any proceedings or other documents in any legal action.
14.4
No Agency. Nothing in
these Conditions shall constitute or imply any partnership, joint venture,
agency, fiduciary relationship or other relationship between the Parties other
than the contractual relationship expressly provided for in the Contract or as
otherwise set out in these Conditions. Neither Party shall have, nor represent
that it has, any authority to make any commitments on the other Party's behalf.
14.5
Assignment. The Buyer shall not assign, transfer, charge, subcontract or
otherwise deal with all or any of its rights or obligations under the Contract
without the prior written consent of the Seller. The Seller may at any time
assign, transfer, charge, subcontract or deal in any other manner with all or
any of its rights under the Contract and may subcontract or delegate in any
manner any or all of its obligations under the Contract to any third party or
agent.
14.6
Rights
of Third Parties. For the purposes of the Contracts (Rights of Third Parties)
Act 1999 and notwithstanding any other provision of the Contract this Contract
is not intended to and does not give any person who is not a party to it any
right to enforce any of its provisions.
14.7
Law
and Jurisdiction. All disputes arising out of or in connection with the
Contract shall be governed by English law and the Buyer accepts the non exclusive jurisdiction of the courts of England and Wales
Schedule 1
QUALITY AND
TRADING CONDITIONS
A.
The Buyer shall at
all times ensure that it complies with all applicable laws and regulations
regarding the sale of Goods to customers, including but not limited to, any
requirements in relation to distance selling (as applicable), marketing and
advertising.
B.
In the case of Buyers
selling the Goods online, the Buyer shall only advertise, promote, market, sell
and otherwise make available the Goods using images supplied by the Seller
(“the Images”).
C.
The Buyer shall
not modify or issue the Images to any third party without the express consent
of the Seller in writing.
D.
The Buyer shall
use all reasonable endeavours to ensure that the use of the Images, or any
advertising or promotion carried out by the Buyer in relation to the Goods, does
not misrepresent or prejudice the image, reputation or good standing of the
Seller.
E.
The Buyer shall in
particular not combine the Images or brand name with advertising which in the
opinion of the Seller devalues the Seller’s brands and/or reputation or may be
seen as misleading as to the actual selling price of the item including without
limitation: suggestions of large price cuts, where such statements would be
misleading, “lowest offer” or selling by auction.
F.
The Buyer shall
ensure that it:
i.
provides a
facility for potential customers to raise questions (technical or otherwise)
relating to the Goods with the Buyer; and
ii.
is competent to answer any such questions raised by a customer
and give guidance as to the suitability of the Goods to the customer’s
requirements.
iii.
provides a manned telephone number for customer contact and a
full business postal address.
G.
Subject to prior approval
by the Seller in writing, the Buyer may advertise the Goods on its own website
which is hosted under its own domain name. The Buyer shall keep the Seller
informed of any material changes affecting the website or the hosting of the
website.
H.
At the sole
discretion of the Seller, the Buyer may be permitted to include an internet
link to the Seller's website.
I.
The Buyer shall
not advertise, promote, sell or otherwise make available the Goods on any third
party website without the prior written consent of the Seller.
J.
The Buyer shall
ensure that the Goods are advertised and marketed separately from any other
third party products. This can be achieved by advertising the Goods on a
separate website "page".
K.
The Buyer shall
not establish a link from any third party website to any website page
advertising the Goods unless specifically and previously agreed in writing by
the Seller.
L.
The copyright in
the Images shall at all times remain vested in the Seller. The Images may not
be posted to or used on any Seller’s website or posted to a third party website
in circumstances where this copyright cannot be protected in full or where the
Image may be shared with unauthorised Sellers without the express written
agreement of a director of the Seller.
M.
The Seller may, in
its absolute discretion and at any time update, amend, replace or withdraw any
permission granted for the use of the Images.