Standard terms and conditions of the sale of goods.
In these conditions:
“Buyer” means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
“Goods” mean the Goods (including any installment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
“Seller” means Royale Leisurewear, Brickyard Farm, Cliff Ash Lane, Idridgehay, Belper, Derbyshire, DE56 2SJ.
“Conditions” means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
“Contract” means a contract for the purchase and sale of the Goods.
“Writing” includes telex, cable, E-Mail, verbal and comparable means of communication.
2. Basis of Sale
2.1 The Seller shall sell and the buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any other written order of the Buyer which is accepted by the Seller.
2.2 Any advice or recommendations given by the seller or its employees or agents to the Buyer or its employees or agents as to storage, application, or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the seller shall not be liable for any such advise or recommendation which is so confirmed.
2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, acceptance of offer, invoice, or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and Specifications.
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any acceptable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.4 If any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses ordered against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of a claim or infringement of any patent, copyright, design, trademark or other industrial or intellectual property or rights of any other person which result from the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or E.U. requirement or where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all losses (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
3.7 Products may not always be in stock. In this event we will endeavour to provide an estimated delivery date or substitute with a garment of the same specification. Alternatively we can recommend an equivalent substitute. Representation of styles and colours are as accurate as web design allows. Shades may vary between styles, even those of the same brand.
3.8 Sizes detailed are given by the manufacturers and are approximate, for guidance only.
3.9 Telephone/verbal orders are made at customers own risk – any responsibility for errors will not be accepted by the Seller.
4. Decoration of Goods.
4.1 Goods will be decorated to the Buyers specification at the Buyers own risk as per agreement.
4.2 It is company policy that we can only embroider customers own garments if they are new and un-worn. Customers own garments are embroidered at customers own risk.
4.3 Copyright: It is taken as implicit in the acceptance of all embroidery and printing that the customer is either the copyright holder or authorised user licensed by the copyright holder and that the customer will indemnify Royale Leisurewear in full against any claims for infringement of copyright laws. In some cases, written consent from the person/organisation who owns the logo may be required.
4.4 The Seller is not at liberty to provide a sample for embroidery, however for new orders/designs, a sample of the embroidery may be requested by the Buyer for approval.
4.5 Design Origination: The design quality will reflect the quality of artwork supplied. Better results can be achieved from higher quality images and garments. All costs for design set up will be quoted for and agreed before the origination goes ahead. It is the Buyers responsibility to supply the correct artwork in Jpeg format. If the Buyer cancels the order after origination, the Buyer will be charged for the design.
5. The price of the Goods.
5.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price agreed at the date of acceptance of the order. All prices quoted are valid for thirty days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.
5.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery to increase the price of the Goods to reflect 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), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instructions of the Buyer or failure by the Buyer to give the Seller adequate information or instructions.
5.3 Except as otherwise stated under the terms of any quotation of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex-works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charge for transport, packaging and insurance.
5.4 The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay the Seller. Children’s sizes (up to 12-13 yrs/34″) are zero rated for VAT.
5.5 Samples of plain or embroidered garments will be charged at our standard rate plus the cost of carriage prior to despatch. Embroidered samples are non-returnable. Plain garments will be credited if returned in good condition and are subject to a 15% restocking charge.
6. Terms of Payment.
6.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
6.2 The Buyer shall pay the price of the goods less any discount to which the Buyer is entitled (but without any other deduction) by the stipulated date on the Seller’s invoice and the Seller shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the buyer. The time of payment of the price shall be of the essence of the contract. Receipt for payment will be issued only upon request.
6.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other rights or remedy available to the Seller the Seller shall be entitled to;
6.3.1 cancel the contract or suspend any further deliveries to the Buyer;
6.3.2 appropriate any payments made by the buyer to such of the Goods (or the Goods supplied under any contract between Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
6.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four per cent per annum above the average of the four major U.K. clearing banks base rate at the time, until payment in full is made apart of a month being treated as a full month for the purposes of calculating interest).
7.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
7.2 Any dates quoted for delivery of the Goods are approximate only and the seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
7.3 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 Conditions or any claim by the Buyer in respect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
7.4 If the Seller fails to deliver the Goods (or any installment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer and the Seller’s liability shall be limited to the excess (if any) .of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
7.5 If the Buyer fails to make delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the buyers reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may;
7.5.1 store the Goods until actual delivery and charge the buyer for the reasonable costs (including insurance) of storage; or
7.5.2 sell the Goods at the best price readily obtained and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
8. Risk and Property.
8.1 The risk of damage or loss of the Goods shall pass to the Buyer;
8.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
8.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
8.1.3 in the case of the Buyers own goods being on the premises for embroidery purposes.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision in these Conditions, the property in the Goods 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 then due.
8.3 Until such time as the property in the goods passes to the Buyer the Buyer shall hold the Goods at the Seller’s fiduciary agent and bailee and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the seller’s property but shall not be entitled to resell or use the Goods in the ordinary course of its business.
8.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the buyer or any third party where the goods are stored and repossess the Goods.
8.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
9. Warranties and Liabilities.
9.1 Subject to the conditions set out below the Seller warrants that the Goods correspond with their specifications at the time of delivery and will be free from defects in material and workmanship for a period of one month from the date of their initial use or three months from delivery, whichever is the first to expire.
9.2 The above warranty is given by the Seller subject to the following conditions;
9.2.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design, or specification supplied by the Buyer;
9.2.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, under normal working conditions failure to follow the Seller’s instructions (whether orally or in writing) misuse or alteration or repair of the Goods without the Seller’s approval;
9.2.3 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment,
9.2.4 The above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled for the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
9.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
9.4 Where the Goods are sold under a consumer transaction (defined by the Consumer Transaction (Restriction on Statements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
9.5 Any claim by the which is based on any defect in quality or condition of the Goods or failure or correspond with specification (whether or not delivery is refused by the Buyer) being notified to the Seller within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonably time after discovery of the defect or failure. If delivery is not refused, and 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 as if the goods have been delivered in accordance with the Contract.
9.6 Where any valid claim in respect of any Goods is based on any defect in quality or condition of the Goods or their failure to meet specifications 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 Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the buyer.
9.7 Except in respect of personal injury caused by the Seller’s negligence the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, under any express terms of the Contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), cost, expense or other claims for compensation whatsoever (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 Goods 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 Conditions.
9.8 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 generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
9.8.1 Act of God, explosion, flood, tempest, fire or accident;
9.8.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.8.3 Acts, restrictions, regulations bylaws, prohibitions or measures of any kind, on the part of any governmental parliamentary or local authority;
9.8.4 Import or export regulations or embargoes;
9.8.5 Strikes, lockouts or other industrial actions or trade disputes (whether involving any employees of the Seller or of a third party);
9.8.6 Difficulties in obtaining raw materials, labour, fuel, parts or machinery;
9.8.7 Power failure or breakdown in machinery.
10 Insolvency of the Buyer.
10.1 This clause applies if;
10.1.1 The Buyer makes any 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 liquidation (otherwise then for the purposes of amalgamation or reconstruction); or
10.1.2 An incumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 The Buyer seizes or threatens to seize, to carry on business; or
10.1.4 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.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to 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.
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that party at its registered office or principal place of business or such other address and may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.2 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.
11.3 If any provision of these Conditions is held to be by any competent authority to be invalid or unenforceable in the whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected.
11.4 Any dispute arising under or in connection with these Conditions or the sale of the Goods shall be referred to arbitration by a single arbiter appointed by agreement or (in default) nominated on the application of either party by the President for the time being of in accordance with the Rules of Law.
11.5 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.
E. & O.E. CONDITIONS OF SUPPLY AND SALE.
ALL GOODS SUPPLIED REMAIN THE PROPERTY OF ROYALE LEISUREWEAR UNTIL SUCH TIME AS THEY HAVE BEEN PAID FOR IN FULL. IF ON RECEIPT, THE GOODS SUPPLIED ARE FOUND TO BE DAMAGED OR TO CONTAIN A SHORTAGE, ROYALE LEISUREWEAR MUST BE ADVISED IN WRITING WITHIN 3 DAYS OF THE SAID DELIVERY OTHERWISE NO CLAIMS WILL BE ENTERTAINED. UNDER NO CIRCUMSTANCES WILL PRINTED OR EMBROIDERED GARMENTS BE ACCEPTED AS RETURNS.