TERMS & CONDITIONS OF SALE AND CARRIAGE CHARGES
1.1 Buyer -Means the person/Company who buys or agrees to buy the goods from the Seller
1.2 Seller- Means The Uniform & Leisurewear Company Limited of Borrowdale Business Park, Whitegate, White Lund,Morecambe, Lancashire LA3 3BS
1.3 Conditions – Means the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller
1.4 Delivery Date – Means the date specified by the Seller when the goods are to be delivered
1.5 Goods- Means the articles which the Buyer agrees to buy from theSeller
1.6 Price- Means the price of the goods excluding carriage, packaging,insurance and VAT
2. CONDITIONS APPLICABLE
2.1 These conditions apply in preference to and supersede any terms and conditions refereed to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the Seller and the Buyer with reference to the goods to which this contract relates. Without prejudice to the gererality of the foregoing, the Seller will not be bound by any standard or printed terms furnished by the Buyer in any of its documentation unless the Buyer Specifically states in writing separately from such terms that it intends such terms to apply and the Seller acknowledges and accepts such terms in writing.
2.2 All orders for goods shall be deemed to be an offer by the Buyer to purchase goods pursuant to these conditions.
2.3 Acceptance of delivery of the goods shall be deemed conclusive evidence of the Buyers acceptance of these conditions.
2.4 Any variation, waiver of or addition to these conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller
3. PRICE AND PAYMENT
3.1 The price shall be the price stipulated in the Sellers published price list. The price is exclusive of BAT which shall be due ate the rate ruling on the date of the Sellers invoice. Prices quoted in the Sellers price list are subject to change without notice. The price payable by the Buyers will be the price current at the date of despatch.
3.2 Unless otherwise specifically agreed in writing by the Seller payment for the Goods is due to the Seller within 30 days from the date of the invoice.
3.3 Interest on overdue invoices shall accrue from the date when payment becomes due until the date of actual payment at the rate of 2% above the National Westminster Bank Plc Base Rate from time to time in force and shall accrue at such a rate after as well as before any Judgement.
3.4 If payment of the price or any part thereof is not made by the due date then the Seller shall be entitled to:-
·Require payment in advance of delivery of undelivered goods.
·Refuse to make delivery of any undelivered goods whether ordered under the contractor not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery.
·Terminate the contract.
4.1 The Seller undertakes to use its best endeavours to dispatch the goods on the delivery date but does not guarantee to do so. Time of delivery shall not be of the essence of the contract unless expressly so stipulated in writing by the Seller.
4.2 The Seller shall not be liable for any loss or damage whatever due to the failure of the Seller to deliver the Goods (or any of them) promptly or at all
4.3 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly, the Buyer shall be bound to accept delivery and pay for the Goods in full provided that delivery shall be tendered at any time within [ ] months of the Delivery Date.
4.4 Delivery charges
·Carriage paid on orders of £ ( ) UK mainland
·£( ) plus VAT is charged on orders below £ ( ) UK mainland
·Express delivery is available at extra cost
·Carriage will not be refunded
5. ACCEPTANCE OF THE GOODS
5.1 The Buyer shall be deemed to have accepted the Goods on delivery. All Goods must be examined at the time of delivery. Deficiencies or shortages must be recorded on the delivery note prior to signature and notified to the Seller within 24 hours of delivery in default of which, the Seller does not accept any claim or responsibility for deficiencies or shortages.
5.2 Where the Buyer accepts or has been deemed to have accepted any goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods unless it relate to deficiencies or shortages on delivery providing the Buyer has complied with the time limits and procedure described in paragraph 5.1 above.
6. TITLE AND RISK
6.1 All risks shall pass to the Buyer upon delivery of the Goods.
6.2 In spite of delivery having been made, Title in the Goods shall not pass from the Seller until:
i.The Buyer shall have paid the price plus VAT in full and
ii.No other sums whatever shall be due from the Buyer to the Seller
6.3 Until the property in the goods passes to the Buyer in accordance with clause 6.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Sellers property
6.4 Notwithstanding that the Goods (or any of them) remain the propert of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Sellers property by the Buyer on the Buyers own behalf and the Buyer shall deal as principal when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with an other money or paid into any overdrawn bank account and shat be at all material time identified as the Seller’s money
6.5 The Seller shall be entitled to recover the Price (plusVAT) notwithstanding that the property in any of the Goods has not passed from the Seller
6.6 Until such time as the property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods. On the making of such request the rights of the Buyer under clause 6.4 shall cease.
6.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods, which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
6.8 The Buyer shall insure and keep insured the Goods to the full Price against “all risks” to the reasonable satisfaction of the Seller until the date that property in the Goods passes from the Seller and shall whenever requested by the Seller, produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Buyer fails to do so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable
6.9 The Buyer shall promptly deliver the prescribed particulars of this contract to the Registrar in accordance with the Companies Act 1985 Part XII as amended. Without prejudice to the other rights of the Seller shall forthwith become due and payable
6.10 On the appointment of an Administrative Receiver, Liquidator or Trustee in Bankruptcy and / or the Buyer enters into any arrangement with creditors, there is an automatic revocation of the Buyers right to use the Goods. The Buyer undertakes to notify the Seller forthwith of a pending bankruptcy/liquidation petition/order or administrative receivership. In such circumstances the Seller reserves the right to enter the Premises and repossess the goods in accordance with paragraph 6.6 above.
7. WARRANTIES AND LIABILITIES
The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller [Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms 1977 Section 12) all other warranties, conditions or terms relating to fitness for purpose, merchantability or condition of the Goods and whether implied by statute or common law or otherwise are excluded]
8.1 The quality and description of the Goods shall be set out in the Sellers quotation.
8.2 The Buyer is responsible for verifying the suitability and quality of the goods prior to use.
8.3 The Seller gives no guarantees as to the washing stability, colour fastness, durability or making up quality of the goods. Fabric composition is given as a guide only and the Seller reserves the right to change composition without prior notice.
The Buyer has no right to return goods without the prior written agreement of the Seller. Where Goods have been supplied in good faith as per the Buyers order, and subsequently accepted for return, a handling charge of not less than 10% will be made. Orders may be cancelled only with the prior written agreement of the Seller. Cancellation of orders for items that have been specifically sourced for the Buyer but not delivered will not be accepted.
Any samples requested will be invoiced to you on despatch and will be credited in full provided they are returned to us unused within thirty days of delivery otherwise the price, including any applicable post and packing and VAT becomes immediately payable.
11. FORCE MAJURE
If delivery is delayed by strike, lock-out, fire, accidents, defective materials, delays in receipt of raw materials or bought in goods or components or any other caused beyond the reasonable control of the Seller, a reasonable extension of time shall be granted and the Buyer shall pay such reasonable extra charges as shall have been occasioned by the delay.
The contract shall be deemed to have been made in England and the parties to the contract hereby submit to the jurisdiction of the English Court. English Law shall be the proper law of the contract.
If you need to contact us, please use the details below:
Tel: 01524 388355
Fax: 01524 388814
The Uniform and Leisurewear Company Limited
Borrowdale Business Park
Registered in England, Company Reg: 4107442