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This contract contains the entire bargain between
us and in the case of any inconsistency between
these terms and the terms of any other contract
documents sent by you to us (whatever their respective
dates) in respect to the goods, these terms shall
prevail. These conditions shall apply except as
may be expressly agreed by us in writing. Any
concession or waiver made by us at any time shall
not prejudice the exercise of our rights hereunder.
2. We warrant
that, save as otherwise herein specifically
provided, the goods will accord with our contract
specification and will be of sound materials
and workmanship. Reasonable variations in thread
counts, strength, weight, width, shrinkage,
shade, colour fastness and fluidity shall be
allowed. Unless stated on the contract, we shall
be deemed not to be aware of any special purpose
for which the goods or any product made there
from is required. If any special characteristics
are required in the goods they must be stated
on the contract. Any samples supplied by us
to you are so furnished only to give an indication
as to the quality of the goods. We do not warrant
that the samples will accord with the contract
specification or that the goods supplied will
accord with the sample.
3. a) Delivery date(s)
means date(s) upon which the goods are ready
for despatch to the point of delivery specified.
b) All deliveries must be taken up by the final
delivery date stated in the contract. c) The
promised delivery date specified is a genuine
forecast in the light of the current conditions,
but it is given without legal commitment and
we accept no liability if in the event we are
unable to meet it.
4. We will endeavour
to supply the exact quantities of goods ordered
but, unless otherwise specifically agreed: a)
The total quantity shall be subject to a tolerance
either way of 10% and you will pay for the actual
quantities of the goods delivered. b) The indicated
piece lengths are given as a general indication
but without legal commitment.
5. a) In the event of our costs increasing between
the hereof and the actual date of the delivery
owing to wars, Queen's enemies, defence measures,
imposition of new customs, excise or other duties
or taxes, or increase of customs, excise or
other duties or taxes, increase in the cost
of raw materials or labour, scarcity of labour
or any other cause whatsoever, the price at
which your order is booked may be increased
in respect of that portion of the Order which
is undelivered on the day when written notice
of such increase in the costs shall be given
by us to you. b) In the event that you fail
to take delivery of any part of the goods in
accordance with Condition 5(a) above, we shall
be entitled by notice in writing to you to increase
the price of the goods remaining undelivered
to our standard price or prices ruling on the
actual date of delivery.
6. a) If events beyond
our reasonable control prevent us from delivering
any goods by the appropriate date, such date
shall be postponed for a reasonable period.
Beyond such period we may without liability
cancel this contract as regards such goods,
or we may without liability cancel this contract
as regards such goods unless the products either
have been, or are in the course of being made,
or have been appropriated by us to this contact.
b) If, by reason of any such circumstances we
are prevented from supplying you with the full
quantity of the goods delivered under this contract
and also at the same time maintaining if full
our other business, then we shall be at liberty
to withhold, reduce, or suspend delivery to
you to such an extent as we shall consider reasonable
and equitable in all the circumstances. c) We
shall give as much advance notice as possible
of any proposed action by us under paragraph
(a) or (b) above to enable you to make alternative
arrangements for the purchase of the goods during
the period of reduced or suspended delivery,
and in this event you will be free to purchase
from other suppliers your requirements of the
goods to make good your anticipated or actual
deficiency but we shall not be bound to acquire
by purchase or otherwise additional quantities
of the goods from other suppliers.
7. a) Complaints on
quality are will only be considered provided
notice in writing is given to us within 28 days
after receipt of goods by you or your agents
and the defective goods are placed aside for
inspection by our representative. This shall
be a condition precedent to giving of any credit
allowance in respect of replacing the goods
alleged to be defective. b) Our liability in
respect of goods proved by you to be defective
is limited to giving you a reasonable credit
allowance in respect of (or at our option to
replacing at the point of delivery specified
overleaf) the goods, but in no circumstances
will our maximum liability here-under exceed
the invoice value of the defective goods. c)
In particular, we shall not be liable for -
(i) adverse effects resulting from the application
to the goods of any process, operation or treatment,
unless specifically recommended by us and we
have agreed to be so liable, nor (ii) for any
goods which have been cut or processed by you
in a way or damage after the risk in the goods
has passed to you (iii) any expenditure incurred
by you in respect of goods proved or alleged
to be defective, nor (iv) loss of profit not
for consequential loss of any kind to you however
caused. d) Claims for loss or damage in transit
of goods shipped at our risk will only be considered
if made so as to reach us within such period
as will enable a valid claims to be made against
the carrier. e) In the event of your failure
to give us notice as specified in paragraph
(a) or (d) above, your claim shall be deemed
to have been waived and shall be absolutely
barred. f) Where a complaint or a claim has
been made in respect of goods proved or alleged
to be defective we may suspend further deliveries
of goods under this contract until the validity
of such complaint or claim has been finally
determined and in such events the applicable
delivery date(s) shall be postponed accordingly.
g) If on or after delivery we make any allowance
to you in respect of any claim and such allowance
is accepted by you, no further claim may be
made by you in respect of that matter.
8. a) If you purport
to cancel this contract or refuse to accept
delivery of goods hereunder, you will be liable
to us for the full contract price. b) We shall
be entitled to charge interest at the rate of
1.5% per month on: (i) all overdue payments
(ii) the price of any goods of which you shall
have failed to take delivery until the date
they were actually delivered to you or otherwise
disposed of. c) We shall be entitled to suspend
or cancel further deliveries under this and
any other contract between you and us: (i) if
payment is overdue or (ii) if you shall have
failed to take delivery of any goods or (iii)
(after notice) if and to the extent of the goods
delivered would exceed, your credit limit whether
or not advised to you and whether or not payment
is overdue. d) For the purpose of this condition
time of our receipt of payment shall be of the
essence of this contract. e) You shall not be
entitled to withhold or set off payment for
goods delivered for any reason whatsoever.
9. a) The risk in the
goods shall pass to you when we deliver the
goods in accordance with the terms hereof to
you or to your agent or other person to whom
we have been authorised by you to deliver the
goods, and we shall have no responsibility in
respect of the safety of the goods thereafter
and accordingly you should insure the goods
thereafter against such risks (if any) as you
think appropriate. b) However, the ownership
of the goods shall remain with us and we reserve
the right to dispose of the goods until payment
in full for all the goods has been received
by us in accordance with the terms of the contract
or until such time as you sell the goods to
your customers by way of bona fide sale at full
market value.
10. All designs and
sketches are submitted by us in confidence and
unless otherwise agreed in writing they and
the copyright in them remain our property.
11. This contract contains
all the terms and conditions of purchase and
the sale relating to the supply of the goods
to which it relates. No further conditions will
be recognised by or binding on either you or
us apart from the actual quantities, prices
and delivery dates notwithstanding that such
conditions may be annexed to any documents exchanged
between us relating to this contract or the
supply of goods hereunder.
12. This contract shall
be interpreted exclusively according to the
laws of the United Kingdom (as it applies in
Northern Ireland) and you hereby accept the
jurisdiction of such courts, whether in the
United Kingdom or elsewhere, as we may nominate
for the purpose of trying any action arising
out of this court.
13. While we try and ensure that all prices
on our Web site are accurate, errors may occur.
If we discover an error in the price of goods
you have ordered we will inform you as soon
as possible and give you the option of reconfirming
your order at the correct price or cancelling
it. If we are unable to contact you we will
treat the order as cancelled. If you cancel
and you have already paid for the goods, you
will receive a full refund.
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