1.1 The price quoted excludes delivery (unless otherwise stated).
2.1 All delivery times are estimates only.
2.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract, however:
2.2.1 you may not cancel if we receive your notice after the goods have been despatched; and
2.2.2 if you cancel the contract, you have no further claim against us under that contract
2.2.3 if you accept the delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss)
2.4 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
3. Delivery and safety
3.1 We may decline the delivery if:
3.1.1. we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or the
3.1.2 premises (or the access to them) are unsuitable for a vehicle.
4.1 The good are at your risk from the time of delivery.
4.2 Delivery takes place either:
4.2.1 at our premises (if you are collecting them or arranging carriage); or
4.2.2 at your premises (if we are arranging carriage).
4.3 You must inspect the goods on delivery. If any goods are damaged (or not delivered) you must tell us orally by the next working day after delivery (or the expected delivery time) and confirm in writing within ten working days. You must give us (and any carrier) a fair chance to inspect the damaged goods.
5. Payment Terms
5.1 You are to pay us in cash or otherwise in cleared funds on delivery, unless you have an approved credit account.
5.2 If you have an approved credit account, payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing.
5.3 If you fail to pay us in full on the due date:
5.3.1 We may suspend or cancel future deliveries.
5.3.2 we may cancel any discounts offered to you.
5.3.3 you must pay us interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998 calculated (on a daily basis) from the date of our invoice until payment compounded on the first day of each month; and before and after any judgement (unless a court orders otherwise):
5.3.4 we may claim fixed sum compensation from you under s.5A of that Act to cover our credit control costs; and
5.3.5 we may recover (under clause 5.7) the cost of taking legal action to make you pay.
5.4 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
5.5 you do not have the right to set off any money you may claim from us against anything you may owe us.
5.6 While you owe the money to us, we have a lien on any of your property in our possession.
5.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including d=financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.
6.1 Until you pay all debts you may owe us;
6.1.1 all goods supplied by us remain our property:
6.1.2 you must store them so that they are clearly identifiable as our property:
6.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
6.1.4 you may use those goods and sell them in the ordinary course of your business, but not if; we revoke that right (by informing you in writing); or you become insolvent.
6.2 you must inform us (in writing) immediately if you become insolvent.
6.3 If your right to use and sell goods ends you must allow us to remove the goods.
6.4 We have your permission to enter any premises where the goods may be stored.
6.4.1 at any time to inspect them; and
6.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary
6.5 Despite our retention of title to the goods, we have the right to take legal proceedings, to recover the price of goods supplied to you not paid for by the due date.
6.6 You are not our agent. You have no authority to make any contract on behalf or in our name.
7.1 I comply with their description on our acknowledgment of order form; and
7.1.2 and free from material defect at the time of delivery (as long as you comply with clause 7.3)
7.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods which are defective in materials or workmanship, you must:
7.3.1 inform us (in writing) with full details, as soon as possible, and
7.3.2 allow us to investigate (we may need access to your premises and product samples)
7.4 If the goods are found to be defective in material or workmanship (following our investigations, and you have complied with those conditions (in clause 7.3) in full, we will (at our opinion) replace the goods or refund the price.
7.5 We are not liable for any other loss or damage, (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising rom the contact or supply of goods of their use, even if we are negligent.
7.6 Out total loyalty to you (from one single cause) for damage to property caused by our negligence is limited to £5,000,000,00.
7.7 For all other liabilities not referred to elsewhere in these terms our liability is damages to the price of the goods.
7.8 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
8.1 If we prepare our goods in accordance with your specifications or instructions:
8.1.1 you must ensure that the specification or instructions are accurate;
8.1.2 you must ensure that goods prepared in accordance with those specifications or instructions will be fit for purpose for which you intent to use them; and
8.1.3 you must ensure that your specifications or instructions will not result in the infringement of any rights of any third party or in the breach of any applicable law or regulation.
8.2 We reserve the right to make any changes in the specifications of our goods which are necessary to ensure they confirm with any applicable safety or statutory requirements.
8.3 We also reserve the right to make without notice any minor modifications in our specification we think necessary or desirable.
8.4 If you have any intellectual property rights over the goods, you agree hat you will not enforce those rights in respect of goods you order from us (even if the order is cancelled).
8.5 We are not liable for defects discovered in worn or washed garments.
9. Return of goods
9.1 We will accept the return of goods from you only;
9.1.1 by prior arrangement (confirmed in writing)
9.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and
9.1.3 where the goods are as fit for sale on their return as they were on delivery
10. Export terms
10.1 When the goods are supplied by us to you by way of export from the United Kingdom Clause 10 of these terms applies (except to the extent that it is inconsistent with any written agreement between us).
10.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
10.3 Unless otherwise agreed, the goods are supplied ex works Manchester.
10.4 Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
10.5 You are responsible for arranging testing and inspection of goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
10.6 We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (with the meaning of s.26 (3) (b). Unfair Contract Terms Act 1977)
11.1 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.
11.2 We may suspend or cancel the order, by written notice if:
11.2.1 you fail to pay us in any money when due (under the order or otherwise);
11.2.2 you become insolvent;
11.2.3 you fail to honour your obligations under these terms
11.3 You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 11.1 then apply)
12. Waiver and variations
12.1 Any waiver or variations of these terms is binding in honour only unless:
12.1.1 made (or recorded) in writing:
12.1.2 Signed on behalf of each party; and
12.1.3 expressly stating an intention to vary these terms
12.2 All orders that are you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to extent that they are inconsistent with our terms.
13. Force majeure
13.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel any of our obligations to you without liability.
13.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies
14.1 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
14.2 If you are more than one person. Each of you has joint and several obligations under these terms.
14.3 If any of these are unenforceable as drafted
14.3.1 It will not affect the enforceability of any other of these terms; and
14.3.2 It would be enforceable if amended, it will be treated as amended
14.4 We may treat you as insolvent if:
14.4.1 you are unable to pay your debts as they fall due to; or
14.4.2 you (or any item of your property) become the subject of: any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy); any application or proposal for any formal insolvency procedure; or any application, procedure or proposal overseas with similar effect or purpose.
14.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not reply on them in entering into any contract with us.
14.6 Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivery it to (by first class post) the other’s registered office or principal place of business. All such notice must be signed.
14.7 No contract will create any enforceable (by virtue of the Contracts (Rights or Third Parties) Act 1999) by any person not identified as the buyer or seller.
14.8 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is unauthorised representative and either;
14.8.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
14.8.2 which expressly state that you may reply on them when entering into the contact.
14.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
5 Hornbeam Square South
Hornbeam Business Park
Harrogate HG2 8NB