APPLICATION
These Conditions apply (in addition to the Company's
General Terms and Conditions of Sale in force from time
to time) to all sales of Goods by the Company to the
Customer and shall apply in place of and prevail over
any terms or conditions contained or referred to in
the Customer's order or in correspondence or elsewhere
or implied by trade, custom, practice or course of dealing
unless specifically agreed to in Writing by a director
or other authorised representative of the Company and
any purported provisions to the contrary are hereby
excluded or extinguished. The Customer's acceptance
of any deliveries of Goods from the Company shall be
conclusive evidence of the application of the Contract
to such Goods.
Any typographical, clerical or other error or omission
in any sales literature, catalogue, website, quotation,
price list, acceptance or offer, invoice or other document
or information issued by the Company shall be subject
to correction without any liability on the part of the
Company. Any waiver or breach of these Conditions shall
not prejudice the Company's rights in respect of any
subsequent breach.
2. ORDERS
2.1 The publication of a price list or catalogue or
website by the Company constitutes an offer as a quotation
capable of acceptance by the Customer within such period
as may be specified by the Company in the quotation
or, if none is specified, within 48 Hours of the date
of the quotation and the Company reserves the right
to withdraw or revise any quotation at any time prior
to the Company's acceptance of the Customer's order.
2.2 The Company's acceptance of the Customer's order
shall be effective only where such acceptance is made
by an authorised representative of the Company. Where
the Company issues an Acknowledgement of Order, unless
the Customer notifies the Company in Writing within
48 hours after the date of its despatch that any of
the particulars given in it are incorrect, the Customer
shall be deemed to have accepted that the particulars
set out in it are complete and accurate.
2.3 If no quotation or Acknowledgement of Order is given
by the Company but the Company has received an order
from the Customer, then provided that the Customer shall
have had notice of these Conditions, the Goods are supplied
and all work is done on and subject to these Conditions
alone.
3. PRICES
3.1 The price of the Goods shall be the amount contained
in the Company's price list therefore current at the
date of invoice. The Company shall have the right at
any time before delivery to revise the price of the
Goods to take into account increases in costs including
(without limitation) costs of any goods, materials,
carriage, labour or overheads, the increase or imposition
of any tax, duty or other levy and any variation in
exchange rates.
3.2 As of Nov 2006 our Handling and Delivery charges
were: £25.00 Handling - free of charge (FOC) on
Orders over £100.00 (ex VAT). Standard Delivery
is 3 to 5 business days for the United Kingdom or as
stated. Please note: Unless otherwise stated we only
deliver to the United Kingdom. (Non UK Mainland enquiries
- please call Customer Services 0191 257 9577).
3.3 All pre-production work (including, without limitation,
development, drawings, creating patterns, design and
production of samples) which is carried out at the Customer's
request shall be charged for at the Company's current
rates, details of which are available on request.
4.TERMS OF PAYMENT
4.1 Subject to any special terms agreed in Writing between
the Customer and the Company, the Company shall be entitled
to invoice the Customer for the price of the Goods and
any other amounts payable by the Customer in relation
to the Goods on or at any time after delivery of the
Goods or if the Customer wrongfully fails to take delivery
of the Goods, in which event the Company shall be entitled
to invoice the Customer for the price of the Goods at
any time after the Company has notified the Customer
that the Goods are ready or (as the case may be) that
the Company has tendered delivery of the Goods.
4.7 Any Goods returned other than in accordance with
these Terms and Conditions shall still be paid for in
full by the Customer and the Customer will also pay
a handling charge of £5 per garment.
5. DELIVERY
5.1 Only UK Mainland delivery is offered and delivery
of the Goods shall be made by the Company delivering
or arranging for delivery of the Goods in one consignment
to one address specified by the Customer.
5.2 Delivery dates mentioned in any quotation, Acknowledgement
of Order or elsewhere are approximate only and not of
any contractual effect. The Company shall not be under
any liability to the Customer in respect of any failure
to deliver on any particular date or dates. The Goods
may be delivered by the Company in advance of the quoted
delivery date upon giving reasonable notice where possible
to the Customer.
5.3 If the Customer refuses or fails to take delivery
of Goods tendered or fails to take any action necessary
on its part for delivery and/or shipment of the Goods
the Company shall be entitled at its option:-
5.3.1 to store the Goods until actual delivery and charge
the Customer for the related costs (including insurance)
of storage; or
5.3.2 to terminate the Contract with immediate effect,
to dispose of the Goods as the Company may determine
and to recover from the Customer any loss and additional
costs incurred as a result of such refusal or failure.
5.4 Unless otherwise expressly agreed in Writing by
a duly authorised person on behalf of the Company, the
Company may affect delivery of the Goods in one or more
instalments .
5.5 The Company reserves the right to invoice the Customer
for the amounts charged to the Company by the carrier
where the Customer asks the Company to provide a documented
proof of delivery (“POD”). A separate charge
may be made for each POD.
5.6 All requests for POD's must be made in Writing and
within 10 days of the date of invoice.
6.TITLE AND RISK
6.1 Risk of or damage to or loss of the Goods shall
pass to the Customer at the time of delivery or, if
the Customer wrongfully fails to take delivery of the
Goods, at the time when the Company has tendered delivery
of the Goods.
6.2 6.2.1 The Goods shall remain the sole and absolute
property of the Company as legal and equitable owner
until such time as the Customer shall have paid to the
Company the agreed price together with the full price
of any goods the subject of any other contract with
the Company.
6.2.2 Until such payment the Customer shall be in possession
of the Goods solely as bailee for the Company and in
a fiduciary capacity and (i) shall maintain the Goods
in a satisfactory condition and keep them insured for
their full price against all risks; (ii) shall store
the Goods (at no cost to the Company) in such a way
as to enable them to be identified as the property of
the Company; and (iii) shall not destroy, obscure or
deface any identifying mark or packaging on or in relation
to the Goods.
6.2.3 The Customer shall be at liberty and may in the
ordinary course of its business sell and deliver the
Goods or any product produced with the Goods to any
third party as principal but holding the proceeds of
sale as the Company's bailee and in a fiduciary capacity.
6.2.4 The Company reserves the immediate right of repossession
of any Goods to which it has retained title as aforesaid
and thereafter to re-sell the same and for this purpose
the Customer hereby grants an irrevocable right and
licence to the Company's servants and agents to enter
upon all or any of its premises with or without vehicles
during normal business hours. This right shall continue
to subsist notwithstanding the termination of the Contract
for any reason and is without prejudice to any accrued
rights of the Company thereunder or otherwise.
8.THIRD PARTY RIGHTS
8.1 The Customer shall indemnify the Company against
any and all liabilities, claims and cost incurred by
or made against the Company as a direct or indirect
result of the carrying out of any work required to be
done on or to the Goods in accordance with the requirements
of any rights of any third party, in particular, but
without limitation, where the Customer produces a pattern,
sample or mock-up to the Company for production purposes
or where the Customer produces an outline, design or
concept to the Company and the Company produces and
the Customer accepts, a sample made from such outline,
design or concept.
8.2 The Company shall have no liability to the Customer
in the event the Goods infringing or being alleged to
infringe the rights of any third party. In the event
the Goods are or may be the subject of third party rights
the Company shall be obliged to transfer to the Customer
only such title as the Company may have.
8.3 The Customer shall notify the Company forthwith
of any claim made or action brought or threatened alleging
infringement of the rights of any third party. The Company
shall have control over and shall conduct any such proceedings
in such manner as it shall determine. The Customer shall
provide all such reasonable assistance in connection
therewith as the Company may request. The cost of any
such proceedings shall be borne in such proportions
as the parties shall determine.
8.4 The parties to this Contract do not intend that
any term of this Contract will be enforceable by virtue
of the Contracts (Rights of Third Parties) Act 1999
by any person that is not a party to it.
9. SPECIFICATIONS AND INFORMATION
9.1 Unless expressly agreed in Writing by the Company
all drawings, designs, specifications, samples, colours
and particulars of Goods, all materials used in and
weights and dimensions specified by the Company or submitted
by the Company are for giving an approximate idea only
and they will not form part of this Contract and it
will not be a sale by sample and the Company shall have
no liability in respect of any deviation therefrom.
The Company reserves the right to make any changes in
any of the foregoing for whatever reason.
9.2 All drawings, patterns, designs, specifications
and information submitted by the Company are confidential
and shall not be disclosed to any third party without
the Company's consent in Writing.
10. LIABILITY
10.1 The Company shall not be liable to the Customer:-
10.1.1 for shortages in quantity delivered unless the
Customer notifies the Company in writing of any claim
for short delivery within 48 hours of receipt of the
Goods;
10.1.2 for damage to the Goods or any part thereof in
transit (where the Goods are carried by the Company's
own transport or by carrier on behalf of the Company)
unless the Customer shall notify the Company in Writing
of any such claim within 48 hours of receipt of the
Goods;
10.1.3 for alleged non-delivery of the Goods unless
notice to that effect is given by the Customer to the
Company in Writing within 48 hours of receipt of the
Goods;
10.1.4 for defects in the Goods caused by fair wear
and tear, abnormal conditions of storage or abnormal
working conditions, wilful damage, negligence, failure
to follow the Company's instructions (whether oral or
in Writing), misuse or alteration or repair of the Goods
without the Company's prior written approval;
10.1.5 for other defects in the Goods unless notified
to the Company within 14 days of receipt of the Goods
by the Customer or where the defect would not be apparent
on reasonable inspection within 1 months of delivery.
10.2 10.2.1 Where liability is accepted by the Company
under Condition 10.1 the Company's only obligation shall
be at its option to make good any shortage or non-delivery
and/or as appropriate to replace or repair any of the
Goods found to be damaged or defective and/or to refund
the cost of any such Goods to the Customer.
10.2.2 The Company's aggregate liability to the Customer
whether for negligence, breach of contract, misrepresentation
or otherwise shall in no circumstances exceed the cost
of the defective, damaged or undelivered Goods which
gave rise to such liability as determined by the nett
price invoiced to the Customer in respect of any occurrence
or series of occurrences.
10.3 Except as expressly provided in these Conditions
and in relation to Contract with persons dealing as
consumers (within the meaning of the Unfair Contract
Terms Act 1977) all conditions, warranties and representations
expressed or implied by statute, common law or otherwise
in relation to the Goods are hereby excluded and the
Company shall be under no liability to the Customer
for any loss, damage or injury direct or indirect (including
without prejudice to the generality of the foregoing)
consequential loss or damage, whether for loss of profit
or otherwise resulting from defective material, faulty
workmanship or otherwise howsoever arising and whether
or not caused by the negligence of the Company its employees
or agents SAVE THAT nothing in these Conditions excludes
or limits the Company's liability for fraud or fraudulent
misrepresentation or any other matter where it would
be illegal to exclude or to attempt to exclude liabilities.
10.4 The Company's prices are determined on the basis
of the limits of liability set out in this Condition.
The Customer may make written notice to the Company
requesting the Company to agree a higher limit of liability
provided the insurance cover can be obtained therefore.
The Company shall effect insurance up to such limit
and the Customer shall pay upon demand the amount of
any and all premiums. The Customer shall disclose such
information as the insurers shall require. In no case
shall the Customer be entitled to recover from the Company
more than the amount received from the insurers.
10.5 The Company shall not be liable to the Customer
for any loss or damage which may be suffered by the
Customer as a direct or indirect result of the Supply
of the Goods by the Company being prevented, hindered,
delayed or rendered uneconomic by reason of circumstances
or events beyond the Company's reasonable control including
but not limited to act of God, war, riot, strike, lock-out,
trade dispute or labour disturbance, accident, break-down
of plant or machinery, fire, flood, storm, difficulty
or increased expense in obtaining workmen, materials
or transport or other circumstances affecting the supply
of Goods or of raw materials therefore by the Company's
source of supply or the manufacture of the Goods by
the Company's normal means, or the delivery of the Goods
by the Company's normal route or means of delivery.
If due to such circumstances or events the Company has
insufficient stocks to meet all its commitments the
Company may apportion available stocks between its customers
at its sole discretion.
11. INSOLVENCY AND DEFAULT
11.1 This Condition applies in the following circumstances:-
11.1.1 the Customer is in breach of any of the terms
hereof and (if such breach is remediable) fails to remedy
such breach within 30 days after receipt of a written
notice giving full particulars of the breach and requiring
it to be remedied; or
11.1.2 an encumbrancer takes possession or a receiver
and/or manager, administrator or administrative receiver
is appointed over any of the property, undertaking or
assets of the Customer; or
11.1.3 the Customer makes any voluntary arrangement
with its creditors or becomes subject to an Administration
Order;
11.1.4 the Customer goes into liquidation (except for
purposes of amalgamation or reconstruction and in such
manner that the company resulting therefrom effectively
agrees to be bound by or assume the obligations imposed
on the Customer under this Agreement) or has a bankruptcy
order made against him or makes an arrangement or composition
with his creditors or takes the benefit of any provision
for the relief of insolvent debtors;
11.1.5 anything analogous occurs to any of the foregoing
under the law of jurisdiction in relation to that other
party;
11.1.6 the Customer ceases, or threatens to cease, to
carry on business; or
11.1.7 the Company reasonably apprehends that any of
the events mentioned above is about to occur in relation
to the Customer and notifies the Customer accordingly.
11.2 If this Condition applies then, without prejudice
to any other right or remedy available to the Company,
the Company shall be entitled without any liability
to the Customer to stop any of the Goods in transit
and/or suspend further deliveries and/or by notice in
Writing to the Customer terminate the contract 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.
12. GENERAL
12.1 If any licence or consent of any government or
other authority shall be required for the acquisition,
carriage or use of the Goods by the Customer the Customer
shall obtain the same at its own expense and if necessary
produce evidence of the same to the Company on demand.
Failure so to do shall not entitle the Customer to withhold
or delay payment of the price. Any additional expenses
or charges incurred by the Company resulting from such
failure shall be for the Customer's account.
12.2 Failure by the Company to exercise or enforce any
rights hereunder shall not be deemed to be a waiver
of any such right nor operate so as to bar the exercise
or enforcement thereof at any time or times thereafter.
12.3 Any communication required to be made under this
Contract shall be in Writing but where these Conditions
require a notice then this shall only be validly given
if in writing sent by pre-paid first class post or delivered
by hand to the party concerned (at its registered office
or, in the case of the Customer, at the address given
by the Customer to the Company) or by facsimile transmission.
Notices sent by first class post shall be deemed to
have been given two working days after posting (exclusive
of the day of posting); notices delivered by hand shall
be deemed to have been received on that day unless they
are sent after 4.00pm or on a non working day when they
shall be deemed to have been served on the next working
day. For the avoidance of doubt notices will not be
validly served if sent by e-mail.
12.4 The Contract shall be governed by and construed
in accordance with the Laws of Scotland and the parties
hereby submit to the jurisdiction of the Scottish court.
GOODS RETURNED FOR CREDIT
Return of Goods:
We will refund you, or replace any item returned to
us within 14 days of receipt, in as new condition, unused
and in original packaging including all labels and tags
etc. Postage to cover the cost of returning goods, for
exchange or refund, is the responsibility of the customer.
We can arrange a collection on your behalf for a small
fee so please call for details. Please clearly label
all returns to ‘Returns Department'. You should
also remember to include your name, address, daytime
telephone number and a covering letter explaining why
you are returning goods and what you would like us to
do; exchange or refund? With any returns (we reserve
the right not to refund any item returned that is not
in new condition or after the 14 day period).
Refunding of money:
Although debits are a rapid transaction by Payment Service
Providers, please allow 10 working days for your account
to be credited. This is due to the process of refunding
and not any delay on our part.
There will be no exceptions to the above arrangement.
If further clarification is required please contact
our sales office.
REGISTERED OFFICE
Packaging Solutions (Kilrevin Holdings Limited) SC
226899 VAT No 201 9023 60
127 Elliot Street, Glasgow, G3 8EX
