1.1 These Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
1.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
1.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
1.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.
2.1 Payment of the contract price (together with any additions as mentioned at (2.2) and incorporating any adjustments thereto as mentioned at (2.3)) shall be due in Manchester and payment shall be made direct to the Sellers.
2.2 If anti-dumping duty, new taxes, import duties, cess, duty or charge be imposed or increased by any government which affect the price of this Contract at any time during any relevant period of the Contract the amount thereof shall be added to the Contract price.
2.3 Prices of imported goods sold for forward delivery are based on the current rate of exchange and the sterling selling price shall be adjusted in the event of depreciation of sterling against the currency of the country from which the goods were imported.
2.4 Payment of the Price and VAT shall be due on the date or pursuant to the credit terms set out on the front of the contract and/or invoice, and time for payment shall be of the essence.
2.5 Interest on overdue invoices shall accrue at a rate of 2% per month or part thereof.
2.6 a. Save where expressly agreed to the contrary, the price at which the subject matter of this Sales Contract are sold to the Buyers shall exclude the cost of carriage. Carriage will be charged on all deliveries at the prevailing rate, details of which may be obtained from our sales office.
b. C.I.F. prices are based on current rates of freight and insurance and any increases thereof shall be paid by the Buyers.
2.7 If the Buyer fails to make any payment on the due date, then Without Prejudice to any of the Sellers other rights the Seller may
a. suspend or cancel deliveries of any articles due to the Buyer and/or
b. appropriate any payment made by the Buyer for such of the Goods or Goods supplied under any other Contract with the Buyer as the Seller may in his sole discretion think fit.
2.8 The Buyer shall not be entitled to delay or withhold payment, or make any claim or set off against any payment due in respect of any claim or complaint or for any other reason, unless the same is agreed in writing by the Seller.
2.9 Where the contract provides for payment by Bill of Exchange, such Bill must be completed and returned by the Buyer to the Seller within forty eight hours of delivery of goods. In default the Buyer is deemed to be in Breach of Contract. In the event of such breach the Seller shall be entitled to claim liquidated damages in the sum of the total price payable by the Buyer to the Seller without counterclaim or set off, which shall if claimed be the subject of separate proceedings, so as to place the Seller in the same position which it would have been in had the Bill of Exchange been provided in accordance with the Contract.
3.1 The Buyer acknowledges and confirms that this Contract has not been entered into on the basis of any representations unless set out in writing by the Seller.
3.2 No Warranty concerning the state, condition or quality of the goods bas been given by the Seller to the Buyer unless set out in writing by the Seller.
3.3 The Buyer shall not be entitled to assume that the Goods are intended for any specific market or purpose unless such has been set out in writing by the Seller.
3.4 Goods are sold by description set out in the written description of Goods, unless the Contract specifies that the sale is by sample.
3.5 The Goods are sold subject to the usual tolerances of 2% in relation to width, 4% in relation to construction and 5% in relation to yarn count.
3.6 Full delivery shall be deemed te have been made if the aggregate total delivered is within 10% of the aggregate total stated on or calculated from the Contract.
3.7 Where the goods are for delivery in lots or instalments, this contract shall be deemed and construed as a separate contract for each lot or instalment. Delay in delivery of or complaint about the first or any subsequent lot or instalment shall not entitle the Buyer to refuse delivery of or reject all or any following deliveries.
4.1 The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. The date of delivery of the Goods shall not be of the essence and Goods may be delivered in more than one consignment.
4.2 All deliveries must be taken up at the stated time of delivery and failure to do so shall entitle the Seller to charge the Buyer with any interest, insurance, carriage, storage or other charges or costs or to cancel the Contract, without prejudice to the Seller’s other rights.
4.3 The Seller shall use its best endeavours to deliver the goods by the dates specified in the order. In no circumstances will the Seller be liable for any loss or damage whatsoever caused directly or indirectly arising from late delivery, or non delivery, of the goods due to circumstances beyond the control of the Seller, including but not limited to: lock-outs, trade disputes, breakdown, accident, non- availablity of shipping space or other means of transport, compliance with governmental direction, quota or embargo. Deliveries may be wholly or partially suspended and the time of such suspension added to the original contract in the event of delays due to the circumstances beyond the control of the Seller. The Buyer undertakes irrespective of any such delay to accept the goods on delivery by the Seller.
4.4 If by reason of any circumstances whatsoever which are not directly within the Seller’s control, the Sellers are able to fulfil some but not all of the demand for their products they may allocate their available supplies amongst their customers, including parent, subsidiary or associated companies, in such manner as they in their absolute discretion consider to be fair.
5.1 The Buyer shall examine the Goods immediately upon receipt and in any event prior to any process, cut up, change, treatment, joining, re-sale or other dealing.
5.2 In the case of latent defects the Buyer will re-examine after bleaching and before further processing.
5.3 No claim of any kind whatsoever shall be made after the expiry of ten days from the date of delivery of the goods if the ground upon which it is based would be apparent on reasonable visual examination or reasonable testing of the goods delivered or on counting or weighing the quantity thereof.
5.4 The Buyer shall test a representative sample of the Goods immediately upon receipt and in the case of latent defects immediately after bleaching or other processing, to ensure that the goods satisfy the Buyer’s requirements in all respects. In the event that the Buyer fails to test, or in the event that the Buyer fails to rely upon test results then the Seller shall be under no liability to the Buyer in respect of any defect whatsoever in the goods, or any unsuitability for the Buyer’s purpose. No claims of any kind whatsoever shall be made after the expiry of 10 (ten) days after bleaching in the case of the latent defects.
5.5 Any complaint shall be made in writing and shall not be regarded as being given unless actually received by the Seller within the time stipulated.
5.6 If any Goods are proven defective for any reason, the Seller may at its own election repair or replace those Goods. If such repair or replacement proves impossible or the Seller elects not to repair or replace the Goods, the Buyer will be credited with the wholesale value of the defective Goods and the Seller shall have no further liability towards the Buyer in respect of the Goods whatsoever. Defects in quality or dimensions in any delivery shall not be a ground for cancellation of the remainder of the order or contract, or any other order or contract between the same parties.
5.7 Notwithstanding any other provisions of this contract the Seller’s liability for any and all direct loss or damage resulting to the Buyer from defective goods or from any other cause whatsoever shall be limited to the purchase price of the Goods in respect of or in relation to which such loss or damage is claimed. Save in respect of death or personal injury caused by the Seller’s negligence, no liability can be accepted by the Seller for any indirect or consequential loss (including loss of profit).
5.8 No claim for damage in transit or shortage in delivery will be entertained unless written notice is given within ten days of receipt of the Goods and the delivery documents have been so noted by the Buyer at the time of delivery.
5.9 Where Goods are sold f.o.b., the responsibility of the Seller shall cease immediately the Goods are placed on board ship.
5.10 Where the goods are for delivery in lots or installments, this contract shall be deemed and construed as a separate for each lot or installment. Delay in delivery of or complaint about the first or any subsequent lot or installment shall not entitle the Buyers to refuse delivery of or reject all or any following deliveries.
6.1 Risk shall pass on delivery of the Goods.
6.2 The legal and beneficial ownership of the Goods shall remain with the Seller and shall not pass to the Buyer until such time as the Buyer has paid to the Seller in full all amounts owing, whether immediately payable or not, by the Buyer to the Seller, both in respect of this Contract and any other contracts made prior to or subsequent to the Contract herein.
6.3 Until the Buyer has paid the Seller the Buyer shall hold the Goods, whether processed or not, and the proceeds of sale of those Goods in the event of an authorised sale, in a fiduciary capacity for the account and benefit of the Seller.
6.4 However the Contract is not one of sale or return.
6.5 The Buyer shall store the Goods in such a way as to make them easily identifiable as the property of the Seller and shall keep the Goods in good condition and properly insured.
6.6 No lien, whether specific or general, contractuel or implied by Law shall have precedence over the Seller having retained title to the Goods.
6.7 The Seller may by notice in writing suspend deliveries of goods under this or any other contract it may have with the Buyer (without prejudice to the Seller’s right subsequently to determine the contract),
where the Buyer:
i) Fails to accept delivery of any Goods or instalment thereof, or fails to pay any sum due to the Seller at the proper time (time being of essence in this respect).
ii) Fails to maintain sufficient credit worthiness appropriate to the level of his obligations to the Seller
The Seller reserves the right to resume deliveries only when the defaults in 6.7.i) and 6.7.ii) are remedied to the satisfaction of the Seller. Where delivery has been suspended and/or the contract determined, the Seller reserves the right to charge the Buyer for finance, storage, handling, insurance, administration and any other costs and losses of any kind incurred by the Seller during the relevant period.
6.8 If after the due date for delivery or collection of the Goods or any part the Buyer has not given adequate instructions for delivery or collection, the Seller shall be entitled to serve written notice on the Buyer to the effect that Goods are deemed to have been delivered to the place at which the Goods are situated at the date of such notice, whereupon (i) such Goods will be invoiced to the Buyer in accordance with the contact (ii) thereafter all warehousing charges are to be borne by the Buyer.
7.1 (a) If either:-
(i) The Seller becomes aware of:
(a) the Buyer being an individuel becoming insolvent or;
(b) becoming the Buyer being a partnership one or more of the individuel members, if any, insolvent, or any one or more of the corporate members, if any, being in the circumstances referred to in (iii) below, or;
(c) the Buyer being a Company a petition being presented for the winding up of the Buyer, or notice being issued to the members and creditors of the Buyer convening meetings of such members and creditors for the purpose of considering a resolution for or connected with the winding up of the Buyer (other than for the purposes of reconstruction or amalgamation), or;
(d) the Buyer making a composition or arrangements with its creditors or entering into a voluntary arrangement or an Administrator, Receiver, Administrative Receivers or Manager, being appointed thereto for any purpose whatsoever, or;
(e) the Buyer ceasing or threatening to cease carrying on business for any reason whatsoever, or;
(f) distress or execution being levied against any of the assets of the Buyer, or;
(g) any cheque or bill of exchange being issued by the Buyer not being met by the Bank or person on whom such cheque or bill of exchange is drawn, or;
(h) the Seller having good reason to believe that the Buyer is, or has, or is likely to become unable to pay its debts as they fall due, or refuses to give guarantees reasonably requested by the Seller of the Buyer’s obligations to the Seller,
(ii) Any payment due under this contract or any other contract shall become due and remain unpaid, or;
(iii) Goods forming the subject matter of this or any other contract between the parties remain undelivered as a result of default by the Buyer;
Then in any of the circumstances set out above the Seller shall be entitled at its entire discretion to suspend this contract or to treat this contract as wrongfully repudiated by the Buyer, and to treat this and any other contract between the Buyer and Seller as cancelled.
(b) If any of the events referred to in sub-clause a) above should take place then and in any such case the Seller shall be entitled forthwith, with or without employees, representatives or agents to enter peacefully upon the premises of the Buyer or if appropriate the consignee or any other appropriate party for the purpose of identifying, marking, retrieving and removing all or any of the goods or any other goods at the time supplied by the Seller to the Buyer and which in either case remain wholly or in part the property of the Seller by reason of clause 6.2 hereof or any similar clause in any other contract between the Seller and the Buyer and this contract shall constitute an irrevocable licence by the Buyer to the Seller for such purpose as aforesaid.
7.2 In the event of suspension or cancellation of this contract or any other action taken by the Seller pursuant to the terms of this contract or in relation to any other action taken by the Seller whatsoever, the Buyer shall reimburse and indemnify the Seller with and in respect of all expenses relative thereto including storage costs further interest charges, carriage and other legal charges and professional fees on a full indemnity basis and with any loss of profit which the Seller shall sustain in connection therewith.
This Contract is subject to the Laws of England and Wales and any disputes in relation to this Contract shall be submitted to the jurisdiction of the High Court of Justice, Manchester District Registry or the Manchester County Court.