1. 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 therefrom 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 Nortehrn
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.
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