In these Conditions, the following definitions apply:
“the Buyer” means the person or firm who purchases the Goods from the Seller.
“the Conditions” means the terms and conditions set out in this document.
“the Contract” means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
“the Goods” means the goods (or any part of them) ordered by the Buyer.
“the Seller” means Globaltex Limited.
(a) These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
(b) The Contract constitutes the entire agreement between the parties. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract.
(c) Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
a) All orders are accepted subject to approval of credit and the opening of a credit account in the name of Buyer by the Seller. Nothing in these Conditions shall oblige the Seller to open a credit account in the name of or grant credit to the Buyer.
b) The Seller reserves the right at any time and without prior notice to:
i) amend the specification of the Goods.
ii) withdraw any products from sale.
iii) reduce credit facilities.
iv) close a Buyer account or refuse to open a new Buyer account without giving a reason.
c) The Seller reserves the right if the Buyer is in breach of its obligations to the Seller to:
i) suspend or cancel all existing orders and undelivered instalments of any orders.
ii) withdraw credit facilities.
iii) demand full payment of the total balance due by the Buyer.
2) PRICE & PAYMENT
a) The price of the Goods shall be the price set out in the Seller’s published price list in force as at the tax point date.
b) The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Buyer shall, on receipt of a valid VAT invoice from the Seller, pay to the Seller such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
c) The Seller may invoice the Buyer for the Goods on or at any time after the completion of delivery.
d) The Buyer shall pay the invoice in full and in cleared funds within 30 days nett monthly. Payment shall be made to the bank account nominated in writing by the Seller. Time of payment is of the essence.
e) If the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment then:
i) the Buyer shall pay interest on the overdue amount at the rate of 8% per annum above the Seller’s bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount, and
ii) the Buyer hereby indemnifies the Seller against all reasonable debt recovery costs including but not limited to collection fees, collection commissions, legal fees, disbursements, costs and expenses which shall for the avoidance of doubt include any unrecoverable costs in litigation allocated to the small claims track. The Buyer shall pay all such amounts with the overdue amount, and
iii) in the event the provisions of clauses e(i) and (ii) are invalid, void or unenforceable for any reason the Buyer shall pay statutory compensation and interest pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 and The Late Payment of Commercial Debts Regulations together with reasonable costs of recovery.
f) The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
a) Any delivery dates quoted are genuine forecasts but they shall not be legally binding to the Seller.
b) Time of delivery shall not be the essence of any contract.
c) The Buyer will take delivery of all products ordered, orally or in writing, as soon as they become available.
d) In the event of the Seller being unable to supply goods subsequent to receiving an order from the Buyer, the Seller shall not be held liable for any incidental or consequential loss howsoever arising.
e) Goods will not be sold to the Buyer on a sale or return basis under any circumstance.
f) It is the Buyer’s responsibility, regardless of delivery address, to ensure the goods are as ordered and are of satisfactory quality. The Buyer must:
i) check correct description and quality of goods on delivery note and product labels;
ii) check goods physically correspond with the sample from which the order was placed, i.e. correct colour, design and appearance;
iii) ensure that the goods are of an acceptable quality;
iv) check that the quantity of received goods is correct;
v) ensure correct identification of face and reverse of fabric.
vi) In the event of any discrepancy whatsoever, the Buyer must notify the Seller within 5 days of arrival of the consignment and before the goods are processed in any way. Otherwise, no responsibility can be accepted for any claims.
g) Upon acceptance of deliveries the Buyer must sign the Carrier’s delivery note. Should examination at the time of delivery not be possible, the delivery note must be signed “unexamined” in order for any subsequent claim to be acceptable for damage in transit. Claims for loss or damage must be made within 5 days of arrival of the consignment, informing the Seller and the Carrier of the loss or damage involved. Damaged items and packaging must be retained for inspection. The Seller shall not be held liable otherwise.
h) Non-arrival of goods within 10 days from the date of our Invoice must be notified to the Seller. Claims for non-arrival must be made within 5 days of notification to the Seller.
4) CANCELLATIONS, ALTERATIONS AND REFUSED DELIVERIES
a) The Seller has a procedure for dealing with cancellations/alterations which must be adhered to by the Buyer. Should the Seller agree to cancellation or alteration, or a delivery is refused by the Buyer, the Seller reserves the right to charge the greater of:
i) all costs incurred and loss of profit; AND
ii) 20% of the goods value; AND
a) Should the Buyer wish to return goods please contact Customer Services. On authorisation, Customer Services will send a Returns Note detailing the goods and the terms of return with the Carrier’s details. Labels addressed to the Seller will be provided subject to the following conditions:
i) the Seller reserves the right of discretion at all times to accept or refuse the return of any goods supplied;
ii) fabric will not be returnable for credit, if the fabric has been cut (when it cannot be returned for credit under any circumstances) or the piece in question is under 5 metres in length;
iii) a standard handling charge of 25% or a minimum handling charge of £20 will be made for rolls of fabric, or 50% for any cut lengths, subject to a minimum length of 5m unless otherwise stated by the Seller’s Customer Services Department;
iv) pattern books/sample hangers may only be returned if in new and unmarked condition and within three months of the date of Invoice. A handling charge of 25% will be applied subject to normal conditions;
v) goods will only be accepted back for credit if they are accompanied by a returns note;
vi) it is the Buyer’s responsibility to ensure that all goods returned are properly packed and returned in good condition. Packaging is available upon request for returns. Goods damaged in return transit will not be accepted for credit;
vii) if upon receipt and examination of returned goods the Seller finds that there is a discrepancy in the stated reason or quantities by the Buyer for returning the goods, the Seller reserves the right to refuse credit;
viii) a charge of £10 for UK customers and £20 for Eire customers (worldwide TBA) will be added to the returns charge to cover carriage and administration costs.
6) RISK AND TITLE
a) Risk in the goods shall pass to the Buyer on delivery but goods shall remain the sole and absolute property of the Seller as legal equitable owner until the Buyer has paid to the Seller the agreed price together with the full price of any other goods supplied by the Seller to the Buyer.
b) Until the Buyer becomes the owner of the goods:-
i) the Buyer shall hold the goods as fiduciary bailee and store them on his premises separately from his own goods or those of any other person and in such a way that they are readily identifiable as the goods of the Seller;
ii) the Buyer shall not sell or part with possession of the goods;
iii) the Seller may for the purpose of recovery of its goods enter upon any premises they were stored or where they are reasonably thought to be stored and repossess them.
7) LAW AND JURISDICTION
a) The Seller and the Buyer agree to the application of English law and to submit to the non-exclusive jurisdiction of the courts.
a) In all events, the limit of liability for any fault or defect in the product shall be to a sum not exceeding the purchase price of all the particular goods, and the Seller shall not be held liable for any incidental or consequential loss howsoever arising.
9) MATCHING OF FABRICS/COLOUR MATCH
a) Whilst every effort is made to obtain an exact match to the samples displayed in the pattern books/sample hangers, the Seller cannot guarantee an exact match. Should a close match be required, the Buyer must request a stock sample for approval prior to ordering. In the case of repeat orders, the Buyer must provide a cutting of the fabric to be matched and the Seller’s original Invoice number, dye batch and piece number.
10) FABRIC FOR SWATCHING OR PATTERN BOOKS
a) It is the Buyer’s responsibility to advise the Seller if the order is to be used for the Buyer’s own pattern book or swatches.
a) Although the Seller may make recommendations on usage, it is the responsibility of the Buyer to ascertain suitability of the goods for any particular purpose. The Buyer must not rely on the Seller’s skill or judgement. The Seller will not, in addition, accept any liability arising in respect of any loss or damage or deterioration in condition to any goods sold, caused by usage, shrinkage, cleaning processes, atmospheric conditions or assembly, make-up and installation or general application. The Seller’s liabilities shall not exceed the value of the goods sold.
12) AFTER TREATMENTS
a) The Buyer is warned that after treatments may alter the fabrics in respect of resistance to abrasion; tear strength; seam slippage; colour; light fastness and resistance to rubbing.
b) The Seller cannot accept responsibility for the performance, durability or finish of fabrics which are given any sort of treatment subsequent to purchase from the Seller.
c) The entire responsibility is that of the Buyer for ensuring that after such processing the fabric remains a satisfactory quality for its intended purpose.
a) Our minimum length is 1 metre; we cut to the nearest 10 centimetre.
14) PRO-FORMA ACCOUNTS
a) All ‘Pro-Forma’ accounts are strictly net cash/cheque against ‘Pro-Forma’ Invoice.
15) RE-SALE BY EU BUYERS
a) This clause applies only to Buyers whose principal place of business is within the EU.
b) The Seller’s goods purchased by the Buyer shall not be re-sold by the Buyer to customers outside the EU.
c) Any advertisements placed by the Buyer on the world wide web or other internet-based media shall contain a clear statement that the Seller’s goods will not be supplied outside the EU.
a) If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
b) If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.