Michael Roulston T/A Supplies for Industry Conditions of Sale
1. Parties and Application of Conditions
1.1 All and any business of whatsoever nature undertaken including delivery, advices, information or services provided whether gratuitously or not by Supplies for Industry, hereinafter referred to as the ‘Company’ is transacted subject to the conditions hereinafter appearing and each of these conditions set out shall be deemed to be incorporated in and to be a condition of any agreement between the Company and any person, agent, firm or company purchasing from Supplies for Industry. Such purchasers will hereinafter be referred to as the ‘customer’.
1.2 The ‘Contract’ means any contract between the Company and the Customer that incorporates these Conditions of Sale.
1.3 No agent or employee of the Company has the authority to alter these terms and conditions save that should any variation be agreed it must be approved by an authorised Manager of the Company and be in writing.
1.4 These terms and conditions shall at all times override any terms and conditions which the customer imposes or seeks to impose.
2.1 All prices and products quoted by the Company, either by letter, price list, verbally, email or by Sales Representative/Agent are subject to VAT and are subject to change or variation without prior notice.
3. Payment Terms
3.1 Payment shall become due 30 days from date of invoice, unless alternative credit terms have been agreed in writing by an authorised Manager of the Company.
3.2 The Company reserves the right to charge interest at 2% per month on all outstanding balances, and to recover any third party costs relating to overdue debts.
3.3 Customers will indemnify the Company for bank charges incurred in relation to re-presented or unpaid Customer cheques.
3.4 The Customer shall make all payments due under the Contract without deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
4. Passing of Property & Risk
4.1 Risk in the goods shall pass to the Customer on delivery to the Customer. However, legal title shall not pass to the Customer until the Company has received in cleared funds the full price payable for such goods and all other goods supplied by the Company to the Customer for which payment is then due.
4.2 Until legal title passes the Customer shall hold the goods on behalf of the Company and shall keep them properly protected, insured and stored separately from other goods. Until that time the Purchaser is entitled to resell or use the goods in the ordinary course of its business but shall account to the Company for the proceeds of sale and pending payment shall hold proceeds on trust for the Company absolutely.
4.3 The Customer’s right to resell or use the goods shall terminate automatically on the occurrence of any event set out in Condition 9 and/or if any sum owed to the Company by the Customer is not paid when due.
4.4 Until such time as legal title passes to the Customer, the Company may at any time require the Customer, its liquidator, receiver or administrator to return the goods and/or may repossess the goods by entering upon any premises of the Customer or any third party where the goods are reasonably believed to be stored.
4.5 In addition and without prejudice to any other right or remedy available to the Company, if the Customer is in breach of the payment terms or any of its obligations under this clause, the Company shall be entitled to:
a) cancel the Contract
b) suspend further deliveries; or
c) terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of this action.
4.6 The Company reserves the right at any time before title in the goods passes to the Customer to require the customer to deliver up the goods if any of the events in Condition 9 occurs.
5.1 All dates/times for delivery of goods given to the Customer shall be taken as an estimate, given by the Company in good faith. Every effort will be made by the Company to comply, but this will not be binding on the Company.
5.2 Goods will be deemed to have been received and accepted by the Customer in good condition and delivery is complete with an appropriate Customer signature confirming receipt.
5.3 The quantity of any consignment of goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence proving the contrary.
5.4 Claims for shortages or damaged goods must be reported to the Company within 3 days of receipt. Claims for non-delivery must be made within 10 days of despatch shown on invoice.
5.5 Our Returns Policy. We will allow you to return goods even if you change your mind. Please return the unused goods to us with the original invoice within 14 days and we will offer you a full refund, exchange or a credit note.We can arrange to uplift the goods for a fee of £15.00 + VAT. If goods are mis-delivered we will pick these up free of charge and arrange a full credit. Embroidered or Heat Sealed garments may not be returned unless faulty.
5.6 If for any reason the Customer does not accept delivery of the goods when they are ready for delivery then the goods shall be deemed to have been delivered, risk passing to the Customer.
6. Quality and Liability
6.1 Any description of goods sold is given by way of identification only and shall not constitute a contract of sale by description nor shall the production or exhibition of a sample prior to the placing of an order be taken to constitute a sale by sample.
6.2 The Company is in no way responsible or liable for any indirect or consequential loss or for any loss to the customer arising from third party claims due to errors, manufacturing or fabric faults; or any claims by the Customer arising out of any warranties, conditions, and guarantees in relation to the goods sold.
6.3 The Company does not give or imply any warranty that the goods sold do not infringe the patent rights of a third party. If goods are manufactured to the customer’s design or according to the customer’s instruction, the customer shall indemnify the Company in respect of all claims, damages, costs and expenses in respect of any alleged infringement and on discovery of such infringement the Company shall be at liberty to terminate the contract and receive payment for all goods supplied, manufactured or allocated to the Customer even if not actually delivered to or collected by the Customer.
7.1 Subject to condition 6 above, this condition sets out the entire liability of the Company (including liability for acts or omissions by its agent and employees) to the Customer in respect of:
a) any breach of the Conditions or the Contract; and
b) any representation, statement, delict act or omission including negligence arising under or in connection with the Contract;
7.2 The liability of the Company for any direct loss or damage arising out of or in connection with the Contract shall be limited to the Contract value.
7.3 The Company shall not be liable to the Customer for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever or loss or damage (contractual, delictual, breach of statutory duty or otherwise) which arises out of or in connection with the Contract, or for any liability incurred by the Customer to any other person for any economic loss, claim for damages or awards howsoever arising from the goods or otherwise.
7.4 Nothing in the Conditions excludes or limits the liability of the Company for death or personal injury caused by
the Company’s negligence.
8. Force Majeure
8.1 Every effort will be made to carry out the contract but its due performance is subject to cancellation by the Company or to such variation as it finds necessary as a result of any Act of God, war, strike, lockout or any other dispute, flood, fire, drought, legislation or other causes beyond the Company’s control. No responsibility is accepted by the Company for late deliveries.
9.1 The Company may, as it thinks fit, immediately suspend further performance of the Contract or cancel delivery of the goods or stop any goods in transit or by notice in writing to the Customer terminate the Contract without liability to the Company if:
a) the Customer commits a material breach of any of its obligations under the Contract which is incapable of remedy;
b) the Customer fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by the Company to remedy or desist from such breach within a period of 14 days;
c) any distress execution or diligence is levied upon any of the Customer’s goods or property and is not paid out within 7 days of it being levied;
d) the Customer (being a partnership) or the Customer’s partner offers to make any arrangements with or for the benefit of the creditors of the Customer or the Customer’s partner generally or there is presented in relation to the Customer or the Customer’s partner a petition of bankruptcy;
e) the Customer (being a limited company) is deemed to be unable to pay its debts within the meaning of relevant Debt Legislation or the Customer calls a meeting for the purpose of passing a resolution to wind up its company or such a resolution is passed or the Customer presents or has presented a petition to wind up or present or have presented a petition to appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the Customer’s business, undertaking, property or assets;
9.2 Notwithstanding any such termination or suspension in accordance with the above the Customer shall pay the Company at the Contract rate all payments subsisting at the time of termination.
10.1 The Customer shall not assign the Contract or any part of it without written consent from the Company.
10.2 The Company may assign the Contract or any part of it to any person, firm or company.
11.1 Each right or remedy of the Company under the Contract is without prejudice to any accrued rights under the Contract. All rights given to the Company under the Contract shall be in addition to, and not instead of, any other rights the Company may have in law.
11.2 If any provision of the Contract is held by a court or competent jurisdiction to be invalid or illegal its unenforceability will not prejudice the rest of the Contract or the remainder of any affected provision of the Contract.
11.3 The Contract will in all respects be governed by the Law of Scotland and the Scottish courts will have jurisdiction over the Contract.
Michael Roulston T/A Supplies for Industry Updated June 2010