Terms and Conditions
1.1 In these Terms:
"Seller" means L and S Paretnership registered in England under number 906 1382 41;
"Buyer" means the person, company or other entity whose Written order for the Goods is accepted by the Seller;
"Contract" means the contract for the sale and purchase of the Goods;
"Goods" means the goods (including any instalment of the goods) which the Seller is to supply to the Buyer in accordance with these Terms;
"Order" means an order of Goods made by the Buyer;
"Price" means the price of an Order;
"Specification" means the specification agreed between the Buyer and the Seller for the production of the Goods;
"Terms" means the standard terms of sale set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Buyer and the Seller;
"Unit(s)" means the individual pieces comprising the Goods;
"Writing"/"Written" and any similar expression, includes facsimile transmission, electronic mail and comparable means of communication.
1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.
2 BASIS OF SALE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with the Sellers Written quotation (if accepted by the Buyer), or the Buyer's Written order (if accepted by the Seller).
2.2 No variation to these Terms shall be binding unless agreed in Writing between the Buyer and the Seller.
2.3 Any error or omission in any sales literature, quotation, order confirmation, invoice or other documents or information issued by the Seller shall be subject to correction without liability on the part of the Seller.
3 ORDERS AND SPECIFICATIONS
3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the Specification.
3.2 No order which has been accepted by the Seller may be cancelled by the Buyer.
3.3 The Buyer accepts that there will be variations in the size, colour, print and weave of the Units due to the use of natural fibres and manual processes in the manufacture of the Goods. Any such variations, deviations or discrepancies will be accepted by the Buyer unless the Goods do not substantially resemble the Buyer's Specification.
3.4 Unless agreed in writing to the contrary, the Units shall have a label affixed containing the Seller’s name and details.
3.5 The Buyer shall fully and effectually keep the Seller indemnified against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with any claim or infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights which results from the Seller's supply of Goods in accordance with the Buyer’s instructions.
3.6 The Seller reserves the right to deliver against any Order up to 5% in excess or deficiency of the number of Units of such Order. The quantity so delivered shall be deemed to be the quantity in the Order.
4 PRICE OF THE GOODS
4.1 The Price of the Goods shall be the price quoted by the Seller in Writing to the Buyer.
4.2 The Seller reserves the right, by giving Written notice to the Buyer at any time, to increase the Price to reflect:
4.2.1 any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture, shipment or delivery of the Goods);
4.2.2 any change in delivery dates, delivery methods, packing requirements, labelling, quantities or Specification for the Goods which are requested by the Buyer;
4.2.3 the refusal or inability of the Buyer to receive the Goods delivered at an agreed place or date;
4.2.4 any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 The Price is exclusive of, and the Buyer shall be additionally liable to pay:
4.3.1 outside the EU: any applicable customs charges, local levies or excise fees
4.3.2 within the EU: Value Added Tax at the locally applicable rate.
5 TERMS OF PAYMENT
5.1 The Price and all other sums due to the Seller hereunder are due and payable 30 days after delivery of the Goods or invoice date or on such other date as may be agreed in Writing and shall be paid without deduction or set off.
5.2 If the Buyer fails to make full payment on the due date then without limiting any other right or remedy available to the Seller, the Seller may:
5.3.1 cancel the Contract or suspend any further deliveries to the Buyer; and
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
6.1 Unless otherwise agreed in Writing by the Seller, delivery of the Goods shall be made by the Seller delivering the Goods to the Buyer's premises or such other place nominated by the Buyer in Writing.
6.2 Any dates quoted by the Seller for delivery of the Goods are approximate and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 The Seller will not be liable to the buyer for failure to deliver the Goods (or any instalment) for any reason whatsoever.
6.5 If the Buyer fails or refuses to take delivery of the Goods then, without limiting any other right or remedy available to the Seller, the Seller may:
6.5.1 charge the Buyer for the reasonable costs (including insurance) of storage;
6.5.2 sell the Goods at the best price readily obtainable and charge the Buyer for any shortfall below the price under the Contract;
6.5.3 dispose of the Goods and charge the Buyer for the full Price under the Contract and all reasonable storage, delivery and disposal expenses
7 RISK AND PROPERTY
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of despatch from the Seller's premises or warehouse.
7.2 The property in the Goods shall not pass to the Buyer until the Seller has received payment in full of the Price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer.
8 WARRANTIES AND LIABILITY
8.1 All warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.2 Any claim by the Buyer based on quality or condition of the Goods or their failure to correspond with Specification shall be notified to the Seller within fourteen days from the date of delivery. If the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure and the Buyer shall be bound to pay the Price.
8.3 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet the Specification is notified to the Seller in accordance with clause 8.2, the Seller may replace the Goods (or the part in question) free of charge, or at the Seller's sole discretion, refund to the Buyer the price of the Goods (or the appropriate proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.
8.4 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation, implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees, agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms.
8.5 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contact by reason of any delay in performing, or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
8.5.1 Act of God, explosion, flood, tempest, fire or accident;
8.5.2 war or threat of war, sabotage, terrorism, insurrection, civil disturbance or requisition;
8.5.3 acts, restrictions, regulations, prohibitions or measures of any kind on the part of any governmental authority, including delays, prohibitions or other acts by customs;
8.5.4 import or export regulations or embargoes;
8.5.5 strikes, lock outs or other industrial actions or trade disputes;
8.5.6 difficulties in obtaining raw materials or labour;
8.5.7 losses or delays caused by shipping.
9 BANKRUPTCY, INSOLVENCY AND RECEIVERSHIP
9.1 This clause 9 applies if:
9.1.1 The Buyer makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly
9.2 If this clause applies then, without limiting any other right or remedy available to the Seller, the Seller may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 A notice required or permitted to be given by either party to the other party under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving it the notice.
10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.3 If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
10.4 The contract shall be governed by the Laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.