Terms & Conditions

1. GENERAL

This confirmation contains the entire bargain between the Seller and the Buyer and the Buyer’s conditions of purchase (if any) or any other terms and conditions shall not be recognised or deemed to form part of this Contract unless expressly accepted in writing signed by a Director of the Seller. No variation of the terms of these Conditions of Sale shall be binding upon the Seller unless made in writing by a Director of the Seller.

2. DELIVERY

Delivery dates are stated as exactly as can be at present ascertained but are not guaranteed.
All C and F and CIF contracts are based upon current rates of freight and insurance and are subject to increase in those rates. Such contracts are also subject to available shipping space.
The Seller will use its best endeavours to deliver on the date or dates specified but the time for delivery shall not unless expressly agreed be of the essence of the contract.
If the delivery date, terms of delivery, colour, design or any other particulars necessary for the making of the goods are not specified in the contract the Buyer shall give such particulars in reasonable time to allow the performance of the contract.
Where no specific delivery dates are stated in a contract particulars must be furnished by the Buyer so as to enable the whole contract to be completed within three months from the date of contract. If the Buyer does not furnish the necessary particulars in accordance with this clause the Seller shall be entitled without written notice to the Buyer to treat the contract as cancelled and claim damages from the Buyer.
Each delivery shall constitute a separate contract and the failure of any delivery shall not vitiate the contract as to other deliveries.

3. FORCE MAJEURE

Deliveries may be partially or totally suspended by the Seller during any period in which it may be prevented from manufacturing, supplying or delivering by normal route or means of delivery the goods covered by the contract through any circumstances falling within the ordinary meaning of force majeure including strikes, lock-outs or differences with workmen, civil disturbances, war, Queen’s enemies, Act of God, storm, flood, tempest, seizure, arrest or requisition of the goods or of the raw materials from which they are ordinarily made, Government requirements, quota or licence restrictions, shortage or delay in obtaining fuel, power, materials or labour. If the total or partial suspension of the contract shall exceed six months the contract may be cancelled by either party or written notice. The Seller shall not be under any liability arising out of its failure to deliver which is directly or indirectly attributable to such event.

4. PAYMENT

Normal terms of payment are nett cash before despatch of goods. Where different terms apply these will be notified in writing.
If the Buyer does not pay on the day when payment is due the Seller shall be entitled to interest from the date due until payment is made at the rate of 2% per month calculated on a day by day basis.
In addition to the Seller’s remedies under Clause 5.2 if any payments due to the Seller by the Buyer are not made on the due dates the Seller reserves the right to cancel or suspend the whole of this contract (or such goods not already delivered) and to cancel or suspend any other contract existing between the parties at the date of such default without being liable for consequential loss. The Seller shall also be entitled to require immediate payment for all goods delivered under any other contracts and/or suitable security for payment.
The Buyer shall not be entitled to withold payment of any amount payable under this contract to the Seller because of a disputed claim of any nature nor shall the Buyer be entitled to set off against any amount payable under this contract to the Seller.

5. PASSING OF PROPERTY AND RISK

The property in any goods delivered by the Seller to the Buyer shall remain in the Seller until such time as the Buyer has paid in full for those goods and for any other goods previously delivered by the Seller to the Buyer.
Notwithstanding this reservation of ownership, and subject to sub-clause 5.3;
1. the Buyer has the Seller’s consent to re-sell any goods which remain the property of the Seller in which event the Buyer shall remit the proceeds of such sale to the Seller up to the amount of any sums then owing under sub-clause 5.1 and until so doing shall hold such proceeds of sale on behalf of the Seller in such a way that they are kept separate and are readily identifiable;
2. the Buyer has the Seller’s consent to use any goods which remain the property of the Seller for manufacturing purposes, and if, as a result of such use, those goods cease to be in a state that is identifiable and separate then the Seller shall have and retain a share in the original ownership of any new goods resulting from such manufacturing use and of the proceeds of sale thereof. Such share in the ownership of the new goods or the proceeds of sale thereof shall be in an amount equal to the Buyer’s indebtedness to the Seller in respect of all goods belonging to the Seller and incorporated in or used to create such new goods. The property thus retained by the Seller in such new goods shall pass to the Buyer upon the discharge of that indebtedness.
If the Buyer
1. commits an act of bankruptcy; or
2. goes into liquidation whether voluntary or compulsory; or
3. makes an arrangement with the Buyer’s creditors; or
4. has a receiver or administrative receiver appointed over any of the Buyer’s assets; or
5. receives a written demand from the Seller to pay overdue sums owed to the Seller;
then the Buyer’s consent from the Seller to do the acts referred to in sub-clause 5.2 shall determine and be deemed to have determined forthwith and the Buyer shall not thereafter sell or use goods belonging to the Seller, save with the consent in writing of the Seller, until the Seller has been paid in full in accordance with sub-clause 5.1.
The Seller may recover and dispose of any goods in which the Seller has retained the property under sub-clause 5.1 and upon the happening of any of the events referred to in sub-clause 5.3 the Seller or persons authorised by the Seller may for that purpose enter upon any premises where such goods may be.
The Buyer agrees to store all goods that are the property of the Seller in such a way that they are readily identifiable as such and to make a note in its accounting records that the goods are the property of the Seller.
Notwithstanding the provisions in sub-clause 5.1 the goods shall be at the risk of the Buyer from the time when they are tendered for delivery at an agreed destination or are available for collection by the Buyer or cease to be in the possession of the Seller and in particular when they are delivered into the possession or custody of a carrier, forwarding agent, warehouseman or other bailee or agent for the purpose of transmission whether or not such person contracts with or is instructed by the Seller or the Buyer.

6. LIEN

Without prejudice to his rights under the Sale of Goods Act 1983 the Seller shall have a first and paramount lien on the goods sold for the purchase price and shall further have a first and paramount lien on the sold goods for any moneys other than the purchase price which might be owing to it by the Buyer or his estate and the Seller shall be entitled in exercise of any of the said liens to re-sell the goods if the Buyer makes default, without notification to the Buyer and upon such re-sale the Buyer shall continue to be liable to the Seller for all moneys owed by him including costs, charges and damages but less the proceeds received by the Seller on re-sale.

7. CLAIMS

All claims must be submitted in writing with full details and adequate samples. Opportunity for inspection must be afforded to the Seller’s representatives.
Claims for apparent defects must be notified within 3 days of receipt by the Buyer of the goods and will only be accepted by the Seller if the goods are still in their original state and have not been treated or processed.
Claims for latent defects must be notified within 3 days after receipt of goods or immediately after identification whichever shall be the earlier. Processing must be stopped immediately after identification of the latent defect unless an extension of the damage can be avoided or the Seller has expressly given its consent.
The Seller’s liability shall in no event exceed the invoice value of the goods in respect of which damages are claimed. No liability for loss of profit, indirect or consequential loss shall fall on the Seller.
The Seller shall have no liability for any damage or loss incurred by the Buyer in respect of any goods which have been made up or processed in any way after the same have been delivered by the Seller.
All further claims for damages howsoever arising are hereby expressly excluded.
All warranties or conditions, statutory or otherwise as to quality or the fitness of the goods for any particular purpose, whether known to the Seller or not, are excluded.

8. PROPER LAW

This contract and the construction thereof is to be governed by English Law.

9. ARBITRATION

Any dispute arising between the Seller and the Buyer on any aspect of this contract shall be determined under the rules of arbitration of the Arbitration Committee of the Leeds and Bradford Chamber of Commerce.