1.1 For the purposes of these conditions, the Seller shall mean Peach Embroidery and the buyer shall mean the company, firm or individual placing the order for the goods.
1.2 There shall be no binding contract between the the Seller and the Buyer until the Buyer’s order has been accepted by the Seller.
1.3 These conditions shall apply to the exclusion of all other terms, including any standard terms of the Buyer, except as agreed in writing by the Seller.
1.4 The Seller reserves the right to change the design and specification of goods ordered by the Buyer without notice and to substitute comparable goods.
2.1 Unless otherwise agreed, the price of the goods will be that shown on the Seller’s price list at the date of dispatch. The Seller shall be entitled to amend its price list from time to time without notice.
2.2 Unless otherwise agreed, the prices quoted are exclusive of delivery to any destination in the United Kingdom.
3.1 Payment shall be made by Pro Forma Invoice for all initial orders and orders over the value of £250 unless terms otherwise agreed in advance.
3.2 The Seller reserves the right to charge interest of 2.5% monthly on accounts that are not settled within 30 days.-
3.3 Unless otherwise agreed, all accounts are net.
4. DELIVERY AND RISK
4.1 Any times quoted for delivery are estimates only and the Seller shall not be liable for failure to deliver within the time quoted.
4.2 Delivery of the goods to the stipulated place of delivery or to a carrier nominated by the Buyer, whichever is sooner, shall constitute delivery to the Buyer. All risk in the goods shall pass to the Buyer on such delivery.
4.3 Discrepancies and damage apparent at the time of delivery must be noted on the carriers’ receipt note and notified to the Seller in writing forthwith. Other discrepancies or damage in transit must be notified to the Seller by telephone and confirmed in writing with seven (7) days after receipt of the goods by the Buyer.
4.4 The Seller shall be entitled to make partial deliveries or deliveries by instalments and to invoice for such deliveries as made. These conditions shall apply to each such delivery.
5. TRANSFER OF PROPERTY
5.1 Property in the goods shall remain in the Seller until the Seller has received payment in full price and any additional sums due under the contract.
5.2 The Buyer shall store the goods in such a way that they can be identified as the Seller’s property. If the Buyer shall sell or otherwise dispose of or shall make any insurance claim in respect of the goods prior to making payment in full for them, he shall do so as principal and not as agent for the Seller and shall not give
any warranties or incur any liability on behalf of the Seller. The proceeds of any such sale or other disposition (or claim therefore) as well as the proceeds of any insurance claim made by the Buyer in respect of the goods shall belong to the Seller to the extent of all sums due to
the Seller in respect of the goods.
5.3 Failure by the Buyer to make all payments due shall give the Seller the right without prejudice to any remedy of the Seller, to possess the goods without prior notice and to enter any premises for the purpose of such repossession.
5.4 Nothing in this condition shall give the Buyer any right to return goods sold hereunder. The Seller may sue the Buyer for the price when due notwithstanding that property in the goods may not have passed to the Buyer.
5.5 Materials and parts delivered to the Seller by the Buyer for the purpose of work to be carried out to the Buyer’s design and specification will be at the Buyer’s own risk. Unless previously agreed in writing the Seller will not accept responsibility for:
(a) Counting and checking the quantity and quality of material and parts received.
(b) Maintaining stock records of the materials and parts
(c) Shortages of materials and parts due to wastage during production.
6. GUARANTEE AND LIMITATION OF LIABILITY
6.1 The Seller guarantees that the goods will be free from defects caused by faulty materials or poor workmanship upon delivery. Under this guarantee the Seller will at its discretion either repair, replace or give credit to the Buyer for any goods found to be so defective provided that:
(a) The Seller is notified in writing within ten days of discovery of the defect.
(b) The defective goods are returned to the Seller carriage prepaid by the Buyer.
(c) Examination of the goods by the Seller reveals to its satisfaction that such defect exists and has not been caused by misuse, neglect, accident, improper storage or handling or by repair or alteration not effected by the Seller.
6.2 Save as expressly set out above the Seller shall be under no liability whatsoever whether in respect of negligence or otherwise in connection with the goods or this contract. All conditions, warranties or other items, whether expressed or implied, statutory or otherwise are hereby excluded, provided that nothing in this paragraph shall restrict any liability of the Seller for negligently caused death or personal injury.
7. FORCE MAJEURE
Without prejudice to any other of these conditions, the Seller shall be under no liability for delay or non performance of any obligations hereunder due to any circumstances whatsoever beyond the control of the Seller.
8. BUYER’S BREACH AND FINANCIAL SITUATION
If the Buyer shall be in breach of any of its obligations hereunder or under contract with the Seller or if at any time the Buyer’s financial condition does not in the Seller’s unfettered judgement justify continuance of this contract on the terms of payment agreed, the Seller may, without prejudice to any other rights and without any liability whatsoever to the Buyer, cancel any outstanding part of the contract and suspend any deliveries until such time as the Buyer shall provide security satisfactory to the Seller for the performance of its obligations to the Seller.
The Seller may sub-contract or assign its obligations under this contract.
This contract shall be governed by and construed in accordance with English law and the Courts of England shall have jurisdiction to hear all disputes arising in connection therewith.