1. GENERAL

The following terms are the standard Terms of Contract of the company.

 

a) The company concludes contracts for the supply of goods and services only subject to these terms and any person (hereinafter ‘the customer’) seeking to be supplied with goods or services by the company accepts that these terms shall govern relations between himself and the company to the exclusion of any other terms including conditions warranties or representations written or oral expressed or implied even if contained in any of the customer’s documents which purports to provide that the customer’s own terms shall prevail.

 

b) No variation of these terms or of any quotation or of any contract shall be valid unless agreed to in writing and signed by a Director the Secretary or a duly appointed senior executive of the company. Further and without prejudice to the generality of the foregoing, the company shall not be bound by any oral condition, warranty or representation made or given on its behalf unless the same if confirmed in writing in the manner set out in this sub-clause (1b).

 

2. ACCEPTANCE

Any order or other purported acceptance of the company’s quotation made by the customer shall be deemed to be an unqualified acceptance that these terms shall apply to any contract concluded between the company and the customer for the supply of goods and services and by despatching the same the customer waives his own terms and the company’s terms apply.

 

3. REFUSAL OF ORDER

The company reserves the right at its sole discretion to accept or refuse any order placed by the customer on the basis of quotations issued and in the event of a refusal no damages or expenses of any kind whatsoever shall be payable by the company to the customer.

 

4. DETAILS

a) All drawings and illustrations accompanying the tender of the company or contained in its catalogue, brochures or shown on any video or literature produced by the company are to be regarded as approximate representations only and are not binding in detail unless specifically stated to the contrary by the company in its tender.

 

b) Any information, designs, drawings, samples produced by the company or on its behalf in connection with its tender or the customer’s order/contracts shall belong to and be retained by the company together with any copyright or exclusive right therein and shall not be passed in whole or in part to a third party without the express written permission of the company.

 

5. PRICE

a) The price contained in the company’s quotation is based upon:

 

i) The cost to the company of labour, materials and transport at the date of such quotation and in the event of an increase in such cost caused by any reason the company shall be entitled to vary its prices accordingly whether or not such increase was foreseeable by the company.

 

ii) The customer being responsible for and having obtained all necessary statutory or regulatory consents as may be required. In the event that the customer fails to obtain all such necessary consents and as a result any claim is thereby made against the company by any third party whereby the company suffers any loss of damage or has any penalty imposed upon in then the customer agrees to indemnify the company in full in respect of any such loss damage or penalty. Such indemnity to include payment of any legal costs or expenses the company may incur in defending any claim or resisting imposition of any penalty.

 

6. PAYMENTS

a) Unless otherwise stated in the company’s quotation all prices are strictly net and payment shall be made no later than 30 days from the date of the company’s invoice or invoices without any discount or other reduction and without deferment on account of disputes or cross claims.

 

b) The company may at its sole discretion require at any time by invoice that all or part of the price shall be paid in advance or on account and sums so invoiced shall be immediately payable any balance remaining payable as otherwise provided herein.

 

c) Should the customer default in payment for whatever reason on the due date of any sum without any prejudice to any other right which the company may have the company shall be entitled to be paid interest on such sum accruing from the due date at the rate of 2% per month from the due date for payment to the date of final settlement as well after as before any judgement.

 

7. RESCISSION

The company shall have the option without prejudice to any of its other rights against the customer by notice in writing to the customer to rescind any contract between the company and the customer or to suspend delivery in the following events:

 

Should any sum owing to the company by the customer be overdue whether under the same or any other contract.

 

Should the customer be in breach of any term of the same or any other contract with the company.

 

Should the customer be or become insolvent within the meaning of the Insolvency Act 1986.

 

8. SPECIFICATION

When goods are supplied by the company in accordance with the customer’s specification and requirements the customer shall indemnify the company against all costs claims and expenses incurred by the company in respect of the infringement or alleged infringement by such goods of any patents registered designs or other rights belonging to third parties.

 

9. TIME FOR DELIVERY

a) Any time stated or agreed by the company for delivery dispatch or completion either in its quotation or by any other means is not of the essence of any contract either as to supply. Such times are given by way of general information only and in the event that delivery dispatch or completion is not made for any reason whatsoever at the time so stated the company shall not be liable for any loss or damage whatsoever sustained by the customer.

 

b) In the event that the customer does not take delivery of the goods forthwith upon being notified by the company that shipping has been completed the company shall be entitled to charge and recover reasonable storage rates which shall be added to the price stated in the company’s quotation and shall be paid in accordance with clause 6 of these Terms.

 

10. DELIVERY AND RISK

a) Unless otherwise stated in the company’s quotation the cost of delivery from the company’s works to the place for delivery is charged at £15.00 + VAT. It shall be the responsibility of the customer entirely at his own cost and at his own risk to unload. Subject to what is said above in this sub-clause 10a) all risks in the goods shall pass to the customer upon completion of unloading.

 

b) The company’s liability to the customer for missing or damaged goods shall be limited to any sums recoverable under a policy of insurance in respect of such risks which may at the company’s discretion be maintained by the company. If no such sums are recoverable or if no such policy is maintained there shall be no liability whatsoever on the company in respect of such goods.

 

c) In any event and without prejudice to the foregoing any claims relating to missing or damaged goods shall be notified in writing to the company and to the carrier involved within three days of the receipt of any of the goods or part thereof by the customer his servant or agents stating any matter or thing by reason of which it is alleged the goods are not in accordance with the contract and in default of such notification any such claims shall be absolutely barred and the customer shall be bound to accept and pay for the goods in accordance with the terms of the contract.

 

d) Risk in any of the goods rejected by the customer shall continue to remain with the customer until such time as the company or its duly authorised agent takes possession thereof.

 

11. PROPERTY

a) The legal and beneficial ownership of the goods shall remain with the company until full payment of the price (including any interest charged hereunder) has been received from the buyer each order being considered as a whole provided if the goods or part thereof are resold be the customer before he has made full payment to the company as aforesaid the customer shall forthwith hold upon trust for the company such sum as shall be equal to the amount then owing to the company in respect of the goods whether or not the proceeds of such resale should have been received by the customer provided that nothing herein contained shall affect the company’s right against the customer.

 

b) Should the goods become constituents of or be converted into other products whilst subject to the company’s legal and beneficial ownership the company shall have the beneficial ownership in such other products as if they were solely and simply the goods and accordingly sub-clause a) shall as far as appropriate apply to such other products provided that if the company shall sell such other products or any part thereof without being under any duty to obtain the best price therefore the company shall give the customer credit for any sum received by the company in excess of the price of such goods. Nothing herein shall give the customer any right to return the goods to the company.

 

12. QUALITY AND CONDITION OF GOODS

a) The company warrants that goods parts or materials supplied by them shall be of good materials and workmanship.

 

b) In the event that goods supplied and installation of the same effected in accordance with the customer’s specification and requirement are found to be in breach of or not to comply with any statute statutory rule order or other instrument having the force of law which may be in force at the date of contract and as a result any claim is made against the company by any third party or penalty imposed upon the company then the customer shall indemnify the company in full against any loss or damage that the company may thereby suffer including for the avoidance of doubt the payment of any penalty which may be imposed on the company and payment of any legal costs or expenses the company may incur in defending any claim or resisting imposition of any penalty.

 

c) The Customer must notify the seller in writing of any shortage or non-delivery within seven days.

 

d) The customer must inspect the goods upon receipt and make all necessary tests to establish the existence of any defects. Should any of the goods delivered under the order be alleged to be defective, the purchaser undertakes to give immediate notice to the seller and not subject the goods to any further process. The Company cannot be held liable for goods that have been processed in any way. The Customer must check that the correct fabric has been received as the Seller cannot take responsibility for picking errors once the fabric has been cut.

 

e) Materials are supplied in line with samples and description, subject to normal commercial tolerance.

 

f) The decision as to a material’s suitability for a particular end use must lie with the customer and be considered fair and reasonable.

 

g) Amendments to specifications and care instructions may change without written notification. Full details can be found at www.sileatheruk.co.uk

 

13. LIABILITY

Except in those cases where the absolute prohibitions against exclusion or restriction of a liability contained in Sections 2(1) 6(1) And 6(2) of the Unfair Contract Terms Act 1977 apply the company shall not be under any liability whatsoever or howsoever arising including without prejudice to the foregoing liability whether founded in contract common law or statute arising from the negligence of the company or any person for whom the company is vicariously liable in respect of or in connection with:

 

i) Anything done or omitted to be done by the company its servants or agents at the site nominated by the customer.

 

ii) Any claim under or in connection with this contract to the extent that it relates to loss or damage, which is not directly or immediately consequent upon the matter, complained of.

 

iii) Any claims whatsoever to the extent that the total amount thereof exceeds the total price of the goods and services under this contract.

 

14. IMPOSSIBILITY OF PERFORMANCE

The company shall be entitled by written notice to the customer to cancel any contract concluded between the company and the customer should the company be hindered or prevented by any cause beyond its reasonable control from performing the same including a cause which renders performance commercially difficult or expensive.

 

15. SUB-CONTRACTING

The company shall be entitled to sub-contract or assign without consent all or any of its obligations hereunder.

 

16. FRESH INSTRUCTIONS

The customer may:

 

a) Prior to any manufacture of the goods or any part thereof from the company’s works but in good time to enable the company to withhold such dispatch give notice in writing to the company requesting that the goods shall be altered to meet the customer’s requirements or that other or new arrangements be made as to the place of delivery of the goods.

 

b) Following dispatch of the goods from the company’s works, the customer may not request that the goods shall be altered in any way without accepting liability for additional charges.

 

The company shall use its best endeavours to comply with any such reasonable request in respect of the matters set out in a) and b) above provided always that in complying with any such request the company shall be entitled to vary delivery times and to vary the price accordingly as well as to impose such other conditions as the company at its sole discretion may require.

 

17. TERMINATION

The company may without incurring further liability terminate the contract by written notice if in its reasonable opinion the purchaser is unable to make payment in accordance with the terms hereof.

 

18. FURTHER SERVICE

The terms hereof shall apply in regard to any further services after completion of the contract which the company may at its discretion perform.

 

19. NOTICE

Any communications or notices hereunder may be given or made by sending the same by ordinary pre-paid First Class Post in the case of the customer to his last known address and in the case of the company to the address shown at the top of its quotation or upon its letter heading and if so sent shall be deemed to have been given or made on the date when posted.

 

20. RETURNS

Returns are subject to agreement and the company reserves the right to levy a handling charge. Any returned goods must be in original packaging and condition

 

21. INTERPRETATION

This contract is made and shall be governed as to its validity construction and performance according to the Laws of England and the parties shall submit to the exclusive jurisdiction of the English Courts in respect of any dispute arising out of the contract.