1. In these Conditions, the following expressions have the following meanings.
“the Seller” means Malmic Lace Limited.
“the Buyer” means the person, firm, company, organisation or public authority specified in the buyer’s order.
“the Goods” means the lace, lace trimmings, elastic and rigid braid manufactured or any other goods materials or other things sold by the Seller pursuant to this Contract.
“the Business” means the business of manufacturing and/or selling the Goods.
2. All and any Business undertaken by the Seller is transacted subject to these Conditions. All other terms and conditions are hereby excluded. Should the Buyer wish to transact with the Seller other than on the terms of these Conditions special arrangements should be made and such arrangements shall only apply and be binding on the Seller if in writing and signed by a director of the Seller. Should any of these Conditions conflict with any conditions stated in the Buyer’s order then these Conditions shall prevail.
3. The Seller shall not be liable in respect of any claim for damage in transit or loss through damage in transit unless the carriers and the Sellers is notified in writing within three days of the arrival of the damaged consignment or any claim for short or non-delivery unless the Seller is notified of non-arrival within 21 days of the date of invoice.
4. The time named for delivery shall be adhered to as closely as possible but no guarantee is given as to such date and no responsibility whatsoever is accepted by the Seller for unforeseen delays.
The Seller shall not be liable to the Buyer or be deemed to be in breach of the contract 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 prejudice to the aforementioned the following shall be regarded as causes beyond the Seller’s reasonable control:
Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any government parliamentary or local authority; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
5. The Seller will maintain the quoted price but reserve the right to amend this if there are fluctuations in the price of any raw materials or the cost of labour.
6.All quotations made and all orders and contracts taken by travellers or agents of
the Sellers are not accepted until confirmation is sent by the Seller’s head office.
For the avoidance of doubt the Seller shall be deemed not to have entered into any contract to supply the Goods until the Buyer’s order is acknowledged in writing or the Goods shall have been despatched by the Seller or its agents to the Buyer or any carrier.
7. It is the requirement of the Buyer to test and satisfy themselves of the suitability of the goods for the purpose intended.
8. Every endeavour will be made to deliver the quantity ordered but special dyes are conditional on a margin of 10% overmake or shortage being allowed for, with any overmake being delivered and charged.
9. Goods returned without the consent of the Seller cannot be accepted for credit and any complaints or Goods not approved to be reported within 14 days after receipt.
10. Any claim relating to Goods delivered under this contract must be notified within 14 days from the date on which Goods are received by the Buyer or his agent. No claim will be entertained by the Seller after the expiration of this period. Under no circumstances can the Sellers accept a claim or faulty Goods or shortages when the Goods are not available for inspection in their original state. Claims in respect of alleged faulty goods shall not be a ground for withholding payment of accounts and shall not give the Buyer any right to set-off payments due to the Seller.
11. Where any valid claim in respect of the Goods which is based on any defects in the quality or condition of the Goods is notified to the Seller in accordance with these Conditions. The Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the Sellers sole discretion refund to the Buyer the price of the Goods, but the Seller shall have no further liability to the Buyer.
12. Should any default be made by the Buyer in paying any sum due under any order, as and when it becomes due, the Seller has the right (without prejudice to any claim for damages that the Seller might have against the Buyer) either to suspend all further deliveries until the default be made good or to cancel the order so far as any further Goods remain to be delivered. On balances outstanding interest may be charged calculated at 5% above the base rate for the time being of the National Westminster Bank PLC calculated from the date payment should have been made to the date of actual payment.
13. Any conditions which appear in any quotation made to the Buyer in respect of the order referred to are hereby declared and agreed to be incorporated in these conditions of sale.
14. The price quoted is for the quality shown and is not necessarily the price applicable to other qualities. All prices quoted are exclusive of Vat and in addition to the price payable the Buyer shall pay VAT at the rate prevailing from time to time.
15 Deliveries may be subject to a carriage surcharge.
16. Unless otherwise agreed, all sums due to the Seller are payable by the Buyer immediately on delivery of the Goods. Payment shall be made without deduction and shall not be withheld or deferred on account of any claim, counterclaim or set-off.
17. The Seller shall have the right after notice to suspend deliveries under this and any other contract (even though the Buyer is not in arrears with any payment) where the Seller considers the amount outstanding in the Buyer’s account (whether actually due for payment or not) is the limit to which the Seller is prepared to allow credit.
18. If the Buyer defaults in taking delivery or giving instructions as to delivery of any goods after the Seller has given notice in writing requiring him to do so the Seller shall be entitled to either, store the goods themselves making a reasonable charge to the Buyer for such storage or to store the goods with the third parties charging the cost of such storage to the Buyer and in either event to charge the Buyer with all costs of insurance handling and other expenses incurred.
19. Notwithstanding delivery and the passing of risk in the Goods, the property and title in the Goods supplied by the Seller shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is due.
If such payment is overdue in whole or in part the Seller may (without prejudice to any of their rights) recover or resell the Goods or any of them and may, as the Buyer hereby authorises the Seller to, enter upon any of the Buyer’s premises for that purpose.
20. 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 or any implied warranty, condition or other term or any duty at common law or under the express terms of the contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses whatsoever and whether caused by the negligence of the Seller its employees or agents or otherwise which arise out of or in connection with the supply of the Goods or the use or resale of the goods by the Buyer, except and to the extent only as provided for in these Conditions.
21. The Contract shall be governed and construed by the Laws of England.