TERMS AND CONDITIONS
- APPLICATION These conditions apply to all suppliers of goods and services by the Supplier to any customer (“the Customer”) and shall prevail over and apply to the exclusions of any terms or conditions contained or related to in the Customer’s order or in correspondence or elsewhere or Implied by trade custom practice or course of dealing unless specifically agreed to in writing by a director or other authorised representative of the Supplier and any purported provisions to the contrary are hereby excluded or extinguished/
- ACCEPTANCE OF ORDER – (a} This order shall be deemed as accepted only ln the Registered offices of Adamley Textiles or Biddle Sawyer Silks (Medaax Ltd), which is located at River Mills, Langley, Macclesfield, Cheshire, SK11 OER, England. (b}The Supplier’s acceptance of the Customer’s order shall be effective only when such acceptance is made on the Supplier’s printed Order Acceptance form duly countersigned by an authorised representative of the Supplier.
- QUOTATIONS – a quotation by the Supplier does not constitute an offer and may be withdrawn at any time prior to the Supplier’s acceptance of the Customer’s order.
- PRICE- (a) All orders are accepted at the price stated on the Supplier’s Confirmation of Order. The Supplier shall have the right at any time to withdraw any discount from its normal prices and/or to revise prices to take Into account increases In costs Including (without limitation) costs of any goods, materials, carriage, labour or overheads the Increase or Imposition of any tax duty or other levy and any variation in exchange rates. (b) Unless otherwise specified, VAT and any other tax or duties payable by the Customer shall be added to the price.
- TERMS OF PAYMENT – (a) Payment shall, unless otherwise agreed in writing, be made in full without any deduction or sell-off in accordance with the terms stated on the Confirmation of Order. Payment at the date specified on the Confirmation of Order is a condition precedent to all subsequent deliveries. Time of payment Is of the essence of this contract. (b) Interest shall be payable on overdue accounts at the rate of 3 per cent above the Bank of England base rate from time to time from the due date for payment thereof until the receipt by the Supplier of the full amount, whether or not after judgement. (c) Payments exceeding agreed terms as shown on Invoices, will be passed onto a designated collection agency/agencies. All final rates of interest plus charges will be paid by the client.
- DELIVERY – Delivery dates mentioned in the Confirmation of Order are approximate only and not of any contractual effect and the Supplier shall not be under any liability to the Customer In respect of any failure to delivery on any particular date or dates.
- LIEN – If the Customer refuses or falls to take delivery of goods in accordance with the Contract, the Supplier shall be entitled to Immediate payment, In full for the work carried out. The Supplier shall be entitled to retain and store, at the risk of the Customer, any goods of which the Customer refuses or falls to take delivery and the Customer shall, in addition to the purchase price, pay all costs of such storage and any additional costs Incurred as a result of such refusal or failure. The Supplier shall be entitled, after the expiration of 3 months from the date upon which the price became payable, to dispose of the goods in such a manner as the Supplier may determine. For the purpose of this Agreement Section 12 and Schedule 1 of the Terms {Interference of Goods Act 1979) shall not apply.
- RISK – Except as otherwise expressively provided herein, risk shall pass to the Customer on delivery.
- TITLE –
(a)”Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cleared funds) for the Goods and any other Goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums” (b)”Until title to the Goods has passed to the Customer, the Customer shall:
- store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- notify the Supplier immediately if it becomes subject to any of the events listed in Clause 15;
- give the Supplier such information as the Supplier may reasonably require from time to time relating to the Goods and the ongoing financial position of the Customer.”
- VARIATIONS – Whilst the Supplier will endeavour to deliver approximately the length ordered, its ls understood that the Customer shall accept delivery of lengths with a tolerance of 10% above or below that actually ordered.
- ARTWORK AND SAMPLING – (a) The Supplier reserves the right to charge the Customer for artwork and sampling costs carried out at the Customer’s request. (b) The Customer shall indemnify the Supplier against any and all liabilities, claims and costs Incurred by or made against the Supplier as a direct or indirect result of the carrying out of any work required to be done on or to the goods ln accordance with the requirements or specifications of the Customer involving any infringements or alleged infringement of any rights of any third party. (c) The Supplier shall have no liability to the Customer in the event of the goods infringing or being alleged to infringe the rights of the third party. In the event that the goods are or maybe the subject of patent copyright registered design trademark or other rights of any third party the Supplier shall be obliged to transfer to the Customer only such title as the Supplier may have. (d) This design Is the property of Adamley Textiles (Medaax Ltd) and may not be copied or reproduced by third parties.
- FORCE MAJEURE – The Supplier shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the supply of goods by the Supplier being prevented, hindered or delayed or rendered uneconomic by reason of circumstances of events beyond the Suppliers reasonable control, Including but not limited to Acts of God, war riot, strike, lock-out, trade union dispute or labour disturbance against breakdown of plant or machinery, fire, flood storm, difficulty or Increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of the goods or of raw materials thereof by the Supplier’s normal source of supply or the delivery of the goods by the Supplier’s normal route or means of delivery.
- SPECIFICATIONS – Unless expressly agreed in writing by the Supplier of all drawings, designs, specifications and particulars of weights and dimensions submitted by the Supplier are approximate only and the Supplier shall have no liability in respect of any deviation therefrom. The Supplier accepts no responsibility for any errors, omissions, or other defects ln any drawings, designs or specifications not prepared by the Supplier and the Supplier shall be indemnified by the Customer against any and all liabilities and expenses Incurred by the Supplier arising therefrom.
- LIABILITY – (a) The Supplier shall use reasonable care and skill in carrying out services for the Customer, subject thereto, the Supplier shall not be liable to the customer: –
- For any damage arising from a process carried out to goods supplied by the Customer prior to delivery to Supplier.
- For any defect in the quality of the goods delivered to the Customer unless the Customer notifies the Supplier in writing of any claim within 14 days of receipt of the goods.
- Unless and until the Supplier’s representatives provided with an opportunity of examining the goods and a written agreement has been reached as to any allowance.
- For damage to the goods or as regards any defects or quality of the goods once cut.
- If goods are cut or processed in any way by the customer or officer/manufacturer of the customer.
- The Suppliers aggregate liability to the Customer, whether for negligence, breach of contract, misrepresentation or otherwise, shall in no circumstances exceed the costs of the defective, damaged or undelivered goods determined by net price Invoiced to the customer ln respect of any occurrence or series of occurrences.
© Subject to the foregoing, all conditions, warranties and representations expressed or Implied by Statute Common Law or otherwise in relation to the goods are hereby excluded and the Supplier shall be under no liability to the Customer for any loss, damage or injury direct or indirect resulting from defective materials, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Supplier, its employees or agents SAVE THAT the Supplier.
(d) These terms and conditions do not in any way affect or prejudice the statutory rights of the Consumer.
- INSOLVENCY AND DEFAULT – If the Customer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order Is made against him or if (being a Company) an order is made or a resolution ls passed for the winding up of the Customer (otherwise than for the purposes of amalgamation or reconstruction) or if a receiver is appointed of any of the Customer’s assets or undertaking or if circumstances arise which entitle the Court or a creditor to appoint a receiver or manager or which entitles the Court to make a winding-up order or ff the customer takes or suffers any similar of analogous action in consequence of debt or commits any breach of this or any other contract between the Supplier and the Customer, the Supplier may, without prejudice to any of its other rights cease any work on the goods agreed to be carried out under the Contract and/or determine the rights of the Customer under Condition 9 and/or by notice In writing to the Customer determines the Contract.
- WAIVER – Failure by the Supplier to exercise or enforce any rights hereunder not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
- NOTICES – Any notice hereunder shall be deemed to have been duly given if sent by prepaid first class post, e-mail or facsimile to the party concerned at its last known address. Notices sent by first class post shall be deemed to have been given seven days after despatch and notices sent by e-mail or facsimile shall be deemed to have been given on the date of despatch.
- CARRIAGE – Carriage will be charged on all deliveries.
- GOVERNING LAW – The contract shall be governed by and constructed in accordance with the Laws of England and the parties hereby submit to the jurisdiction of the English Courts.
- DIVISIBILITY CLAUSE – This contract ls divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any. The invoice for a delivery shall be payable in full in accordance with terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.