GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES
- Definitions and interpretation
- In these Conditions the following terms have the following meanings:
|the terms and conditions set out in this document;
|any agreement between the Supplier and the Customer for the sale and purchase of the Goods and Services incorporating these Conditions;
|the person who agrees to purchase the Goods and Services from the Supplier subject to these Conditions;
“Estimated Supply Date”
|the date on which the Supplier estimates that the Goods will be delivered to and/or the Services will be performed at the Supply Address;
|the Customer’s order;
|an estimate of the cost of supply of the Goods and/or Services by the Supplier;
|the services which the Supplier is to supply to the Customer as detailed on the Order or Quotation;
|Handbag Service Centre whose principal place of business is at 12 Stanhope Close, Wilmslow, Cheshire, SK9 2NN;
|the address for delivery of the Goods and/or performance of the Services which shall be the Customer’s principal place of business unless specified otherwise; and
|value added tax chargeable under English law for the time being and any similar additional tax.
- Basis of Contract
- These Conditions apply to all contracts for the supply of Goods and Services entered into by the Supplier. By placing an Order with the Supplier or accepting the Quotation, the Customer agrees to deal with the Supplier on these Conditions, subject to any terms specified in writing and to the exclusion of all other terms, conditions, warranties or representations (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, acceptance of Quotation, specification or any other document or implied by trade custom or course of dealing).
- No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract save where these Conditions (and where applicable the terms which are to be overridden) are specifically referred to in that document and the document is signed by both the Customer and the Supplier.
- No variation to these Conditions shall be binding unless made in accordance with clause 2 above or in writing specifying both which clause is to be varied and full details of such variation and signed on behalf of each of the Customer and the Supplier.
- The Supplier’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Supplier in writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed. The Customer irrevocably and unconditionally waives any right it may have to claim damages for and/or to rescind the Contract as a result of any misrepresentation whether or not contained in the Contract unless such misrepresentation was made fraudulently.
- Any advice or recommendation given by the Supplier or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods and/or Services which is not confirmed in writing by the Supplier is followed or acted upon entirely at the Customer’s own risk and accordingly the Supplier shall not be liable for any such advice or recommendation which is not so confirmed.
- Any typographical, clerical or other error or omission in any sales literature, Quotation, price list, acceptance of offer, invoice or other document or information issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.
- Sale and purchase
- The Supplier agrees to supply the Goods and Services to the Customer on the terms of these Conditions, in consideration of payment of the price by the Customer.
- Each Order or acceptance of a Quotation for Goods and/or Services by the Customer from the Supplier shall be deemed to be an offer by the Customer to purchase the Goods and/or Services subject to these Conditions and shall be binding on the Customer, but shall not bind the Supplier until the Supplier has accepted that Order in writing.
- The Customer shall ensure that the terms of its Order and any applicable specification are complete and accurate.
- Any Quotation is given on the basis that no Contract shall come into existence until the Supplier dispatches an acceptance of the Order to the Customer or (if earlier) the Supplier supplies the Goods and/or provides the Services to the Customer. Any Quotation is valid for a period of thirty days only from its date, provided that the Supplier has not previously withdrawn it.
- The Customer shall not be entitled to cancel in whole or in part any Order which the Supplier has accepted or any Quotation which the Customer has accepted in either case whether orally or in writing, except where such cancellation has been accepted by the Supplier subject to reasonable cancellation charges.
- You agree that Handbag Service Centre or any authorised third party may use images of the work carried out by the Supplier in perpetuity in any promotional, advertising or publicity material in any format whatsoever. You further agree that copyright and all other intellectual property rights in these materials rests with Handbag Service Centre or such authorised third party.
- The quantity and description of the Goods and/or Services shall be as set out in the Quotation or acceptance of Order.
- All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods and/or Services described in them. They shall not form part of the Contract and this is not a sale by sample.
- If the Goods are to be manufactured or any process is to be applied to them by the Supplier in accordance with the specifications submitted by the Customer, or if the Goods are to be marked with any trade mark at the request of the Customer, the Customer shall indemnify and hold the Supplier harmless against:
- all, damages, costs and expenses awarded against or incurred by the Supplier in connection with any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights;
- all, damages, costs and expenses paid or agreed to be paid by the Supplier in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights;
- all, damages, costs and expenses awarded against or incurred by the Supplier in connection with any claim for misuse of any confidential information of any other person;
- all, damages, costs and expenses paid or agreed to be paid by the Supplier in settlement of any claim for misuse of any confidential information of any other person;
- any other liability whatsoever which results from the Supplier’s use of the Customer’s specifications or the marking of the Goods or from the sale or supply of such Goods by the Supplier.
- The Supplier reserves the right to make any changes in the specifications of the Goods and/or Services which are required to conform with any applicable safety or other requirements or which do not materially affect their quality or performance.
- Performance of the Contract
- The Supplier shall use its reasonable efforts to commence the supply of the Goods and/or Services to the Customer at the Supply Address (provided there is a safe suitable route of access) on or around the Estimated Supply Date, but time of performance shall not be of the essence.
- The Customer shall inspect the Goods on delivery and if the Goods are damaged on delivery or less than the correct amount of the Goods is delivered then, unless the Customer notifies the Supplier and the carrier (otherwise than by a note on the delivery note) within two days of delivery no claim against the Supplier may be made in respect of damage to or short delivery of such Goods.
- Subject to clause 6.2 the Customer shall be deemed to accept the Goods on delivery notwithstanding any late delivery by the Supplier.
- Subject to the other provisions of these Conditions the Supplier shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the supply of the Goods and/or Services (even if caused by the Supplier’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 60 days.
- If the Customer fails to take delivery of the Goods or fails to give the Supplier adequate delivery instructions before the Estimated Supply Date, then, without prejudice to any other right or remedy available to the Supplier, the Supplier may:
- store the Goods until actual delivery is made and charge the Customer for the costs (including insurance) of storage; and/or
- sell or supply the Goods to a third party in any country at the best price readily obtainable and (after deducting all storage and selling expenses) charge the Customer for any shortfall below the price that the Supplier would have achieved under the Contract
and in either case shall be entitled to charge interest compounded monthly (both before and after any judgment) on the price payable for the Goods under the Contract at the statutory interest rate (as provided for in the Late Payment of Commercial Debts (Interest) Act 1998) from the Estimated Delivery Date to the date of actual delivery.
- If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or the Supplier is unable to deliver the Goods on time because the Customer has not provided appropriate instructions, documents, licences or authorisations:
- risk in the Goods shall pass to the Customer (including for loss or damage caused by the Supplier’s negligence);
- the Goods shall be deemed to have been delivered; and
- the Supplier may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
- Price and payment
- The price of the Goods and Services shall be the price set out or, if not specified, the price quoted by the Supplier or, if not specified and no price has been quoted (or a quoted price is no longer valid), the price listed in the Supplier’s published price list current at the date of supply of the Goods and/or Services.
- The Supplier reserves the right, by giving notice to the Customer at any time before supply, to increase the price of the Goods and/or Services to reflect any increase in the cost to the Supplier which is due to any factor beyond its control, any change in delivery dates, quantities or specifications for the Goods and Services which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate access information or instructions.
- The Supplier shall be entitled to invoice the Customer for all amounts due under the Contract on or at any time after supply of the Goods and/or Services unless the Customer wrongly fails to accept supply of them, in which case the Supplier shall be entitled to invoice the Customer at any time after the Supplier has tendered supply.
- The Customer shall make payment to the Supplier in respect of all invoices in full within 30 days of the date of the invoice.
- Time of payment shall be of the essence.
- No payment shall be deemed to have been received until the Supplier has received cleared funds.
- All payments payable to the Supplier under the Contract shall become due immediately on its termination despite any other provision.
- The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.
- All payments shall be applied to invoices and to Goods and/or Services listed in such invoices in the Order determined in its discretion by the Supplier.
- If full payment is not received by the Supplier by the due date then without prejudice to its rights the Supplier shall be entitled:
- to sue for the entire price; and/or
- to suspend the further provision of Goods and/or Services to the Customer without incurring any Liability; and/or
- to terminate the Contract without incurring any liability; and/or
- to charge statutory interest (both before and after any judgment) as provided for in the Late Payment of Commercial Debts (Interest) Act 1998 on the outstanding balance; and/or
- Warranty and liability
- The Supplier warrants that the Goods will correspond in all material respects with any specifications in the Supplier’s standard documentation at the time of delivery and will be free from major defects in material and workmanship for a period of six months from the date of delivery provided that:
- the Supplier shall be under no liability in respect of any defects in the Goods arising from any drawing, design or specifications supplied by or on behalf of the Customer;
- the Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage or negligence by the Customer or persons using the Goods, abnormal working conditions, failure to follow the Supplier’s instructions (whether oral or in writing), or misuse or alteration or repair of the Goods without the Supplier’s approval;
- the Supplier shall be under no liability if the total price of the Goods and Services has not been paid by the due date for payment;
- any such defect in or failure to meet any such specification by the Goods shall be notified to the Supplier in writing as soon as reasonably possible after the Customer discovers such defect or non-conformity; and
- the above warranty does not extend to parts, materials or equipment not manufactured by the Supplier, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Supplier and which the Supplier hereby assigns to the Customer so far as it is able.
- The Supplier warrants that the Services will be performed by appropriately qualified and experienced personnel with reasonable care and skill, in accordance with any relevant specifications provided by the Customer and the Services will be performed in accordance with all statutory requirement and regulations, provided that:
- the Supplier shall have no liability in respect of any defective workmanship arising from any specification supplied by the Customer; and
- the Supplier shall have no liability if the total price of the Goods and Services has not been paid by the due date for payment.
- In the event of any valid claim under clauses 1 and 7.2 above being made by the Customer, the Supplier shall be entitled to replace or repair the Goods (or the part in question) or re-perform the Services free of charge or, at the Supplier’s sole discretion, refund to the Customer the price of the Goods and/or Services (or a proportionate part of the price as appropriate) but the Supplier shall have no further liability to the Customer.
- All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
- The Supplier does not seek to exclude or limit its liability for fraudulent misrepresentation or death or personal injury resulting from negligence of the Supplier or its employees, or for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability.
- The Supplier shall be liable to the Customer for any direct physical damage (other than death or personal injury) to the extent that it results from the negligence of the Supplier or its employees up to a maximum of £2,000.
- Except pursuant to clause 5 above, the Supplier shall not in any event be liable for:
- any loss of profits;
- loss or depletion of goodwill;
- loss of anticipated savings, business opportunity or data; or
- for any indirect, special or consequential loss or damages;
howsoever arising in connection with or arising out of the provision, performing, furnishing, functioning or use of the Goods and/or Services, or any item or service provided whether in contract, strict liability, tort (including without limitation, negligence) and whether the Supplier knew or had reason to know of the same, and shall not be liable for any other damages except as provided in the Contract.
- Except pursuant to clause 5 above in no event shall the Supplier’s liability in respect of any of the Goods and/or Services where such a claim is for breach of contract, strict liability or tort (including without limitation, negligence) or otherwise exceed the price paid for those Goods and/or Services.
- Except pursuant to clause 5 above, no action, regardless of form, arising out of the transactions under the Contract may be brought by the Customer more than two years after the cause of action has accrued.
- The Supplier shall be entitled to terminate the Contract immediately by notice in writing to the Customer if:
- the Customer commits an irremediable breach of the Contract, persistently repeats a remediable breach or commits any remediable breach and fails to remedy it within 30 (thirty) days of receipt of notice of the breach requiring remedy of the same; or
- the Customer makes an arrangement with or enters into a compromise with its creditors, becomes the subject of a voluntary arrangement, receivership, administration, liquidation or winding up, is unable to pay its debts or otherwise becomes insolvent or suffers or is the subject of any distraint, execution, event of insolvency or event of bankruptcy or any other similar process or event, whether in the United Kingdom or elsewhere; or
- the Customer ceases or threatens to cease to carry on business; or
- if the Supplier reasonably apprehends that any of the events specified in clauses 1.2 are about to occur in relation to the Customer and notifies the Customer accordingly.
- In the event of termination by the Supplier pursuant to clause 1 above then, without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further supply under it without any liability to the Customer and, if the Goods and/or Services have already been supplied but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and the Customer shall be obliged to pay statutory interest as provided for in the Late Payment of Commercial Debts (Interest) Act 1998 from the time of such cancellation or suspension until the Supplier receives payment.
- Force majeure
The Supplier reserves the right to defer the date of supply of the Goods and/or Services or to cancel the Contract without incurring any Liability or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to the Supplier to terminate the Contract.
- The remedies available to the Supplier under the Contract shall be without prejudice to any other rights, either at common law or under statute, which it may have against the Customer.
- The failure or delay of the Supplier to enforce or to exercise, at any time, or for any period of time, any term of or any right, power or privilege arising pursuant to the Contract does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect either party’s right later to enforce or exercise it, nor shall any single or partial exercise of any remedy, right, power or privilege preclude any further exercise of the same or the exercise of any other remedy, right, power or privilege.
- The invalidity or unenforceability of any term of, or any right arising pursuant to the Contract shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist.
- Any notice or written communication required or permitted to be served on or given to either party under the Contract shall be delivered by hand or sent by recorded delivery mail to the other party at its address set out above or to such other address which it has been previously notified to the sending party and shall be deemed to have been given on the day of delivery.
- The Contract is personal to the Customer and the Customer may not assign, transfer, sub-contract or otherwise part with the Contract or any right or obligation under it without the prior written consent of the Supplier. The Supplier shall be entitled to assign, transfer, sub-contract or otherwise part with the whole or any part of the Contract or any right or obligation under it to any third party.
- Clause headings are purely for ease of reference and do not form part of or affect the interpretation of the Contract.
- The Contract contains all the terms agreed by the parties relating to the subject matter of the Contract and supersedes any prior agreements, understandings or arrangements between them, whether oral or in writing, and no representation (unless made fraudulently), undertaking or promise shall be taken to have been given or been implied from anything said or written in negotiations between the parties prior to the Contract except as set out in the Contract.
- No variation or amendment to the Contract shall be effective unless in writing signed by authorised representatives of the parties.
- The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
- Any reference in these Conditions to any statute, law, statutory instrument, enactment, Order, regulation or other similar instrument having the force of law shall be deemed to include any lawful amendment, re-enactment, extension, replacement, modification, consolidation and/or repeal thereof.
- The formation, existence, construction, validity and performance and all aspects of the Contract (including any associated non-contractual disputes or claims) are governed by the laws of England and the parties accept the exclusive jurisdiction of the English Courts.