Allen & Douglas Corporate Clothing Ltd

CONDITIONS OF SALE FOR ORDERS NOT ORDERED THROUGH INTERNET SHOPPING

1. DEFINITIONS

“Seller” means Allen & Douglas Corporate Clothing Limited.

"Buyer" means the person, firm or company placing an order with the Seller.

“Goods” means all those goods which are the subject of the Buyers order and to be supplied under these Conditions, and shall include goods which are the subject or result of services being performed upon them by the Seller as specified in the Buyer's order.

2. FORMATION OF CONTRACT

2.1 All Goods sold by the Seller other than those ordered through our internet sales portals are sold subject to these Conditions and only these Conditions.  Terms and conditions on or referred to in Buyer's order form, tender or other
document (whenever received) shall not be binding on the Seller, nor shall any terms or conditions orally communicated by the Buyer to the Seller. The placing of an order for, or the acceptance of, the Goods by the Buyer shall be deemed to be unqualified acceptance of these conditions.

2.2 No representative or agent has the Seller's authority to amend, cancel or waive any of these Conditions, and no such amendment, cancellation or waiver shall be of contractual effect unless confirmed in writing by a director of the Seller. The Buyer shall indemnify the Seller in respect of all costs of the Seller resulting from any amendment or cancellation of the contract.

2.3 The failure of the Seller to insist upon the strict performance of any of those Conditions shall in no way affect the Seller's right to enforce such provision later.

2.4 If any part of these Conditions shall be found to be unenforceable, such unenforceability shall not affect the enforceability of the balance of these Conditions.

3. QUOTATIONS AND SAMPLES

3.1 Prices, quantities, particulars and delivery times stated in any quotation of the Seller are commercial estimates only, which the Seller will use reasonable efforts to achieve but which are not binding upon the Seller.

3.2 An exact match of fabric quality, colour and finish between the Goods and any previous batches delivered, or samples provided, cannot be guaranteed by the Seller. The contract is not a sale by sample and samples shall not be binding on the Seller. However, the Seller shaft use reasonable efforts to ensure that the Goods do so correspond with any samples.

3.3 The Seller shall be entitled to terminate a contract without liability if the Seller is unable to manufacture, or is hindered in the manufacture of, the Goods in accordance with the Buyer's requirements, provided that, in such case, the Seller shall refund to the Buyer any sums paid in respect of undelivered Goods and the Seller shall promptly notify the Buyer of
such termination.

4. ORDERS AND DELIVERY

4.1 Orders are accepted by the Seller subject to the availability to the Seller of the necessary materials and services for production of the Goods.

4.2 Delivery of Goods will be made at the cost of the Buyer (unless otherwise agreed by the Seller) to the address specified in the Buyer's order by any method of transportation regarded as suitable by the Seller.

4.3 Although the Seller will use reasonable efforts to meet any delivery dates quoted, such dates are not of the essence and the Seller shall not be liable to the Buyer for any loss or damage whatsoever If delivery of the Goods is delayed.

4.4 If the Buyer does not, or will not, accept delivery of the Goods on the date of delivery, the Seller will be entitled at its discretion (without prejudice to its right to treat such failure as repudiation) to invoice the Buyer on such date (where-upon the payment provisions of clause 7 shall come into effect) and to store the Goods at the Buyer's risk and expense.

4.5 The Buyer must count all Goods immediately on delivery, if any Goods are missing, the Buyer must endorse the delivery note accordingly and notify the Seller within 3 days. The Buyer's signature on the delivery note without any such endorsement shall release the Seller from any liability in respect of any short delivery.   Claims in respect of damage in transit, delivery of the wrong type or colour of Goods, or delivery of the incorrect length or weight of Goods (subject to clause 4.5) must be made in writing within 28 days of delivery.

4.6 Non-delivery or shortage must be advised in writing within 28 days of delivery date. The Seller reserves the right to deliver Goods in instalments and to withhold deliveries of Goods where the effect of such delivery would be to take the Buyer above its insured credit limit.

5. RETURNS

5.1 Returns must be received within 28 days of original receipt.

5.2 Returns must have a goods return note, as attached to your delivery note.

5.3 Garments must be in their original packaging, with all labels attached and in the same condition as they were dispatched in.

5.4 Worn garments that are now found to be faulty must be laundered, as per the care instruction label.

5.5 Garments with personalised tax tabbing and embroidery cannot be returned.

5.6 Any garment returned in breach of the return policy will be re-sent back to the customer and will incur £5.00 postage and handling fee.

6. RISK

6.1 The risk of loss or damage to the Goods shall pass to the Buyer from the moment that they receive delivery of the goods.

6.2 The Buyer shall insure the Goods to the value of the purchase price from the date that the risk passes under clause 5.1 above.

7. PRICE

7.1 Unless otherwise agreed in writing, the price payable by the Buyer for the Goods shall be that specified upon the Seller's order confirmation, written quotation or current price list.

7.2 The price is exclusive of Value Added Tax and all other taxes, duties and expenses in respect of the Goods, all of which shall be the responsibility of the Buyer unless otherwise agreed in writing by the Seller.

7.3 The Seller shall be entitled to increase the price of any Goods not accepted for delivery on time by the Buyer by 1.5% per month for each month of delay.

7.4 Packaging, delivery and transport charges, and insurance are included in invoices for deliveries of £500 or more, but will be charged extra when the whole price of the goods to be delivered is less than £500 or when the Buyer requests a special mode of delivery which the Seller would not otherwise employ.

8. PAYMENT

8.1 Unless otherwise agreed in writing, the Buyer shall pay for the Goods in the currency invoiced and without any right of set off, within 30 days following the date of invoice.

8.2 If payment is not made when due, then the Seller may, without prejudice to its other rights, (a) charge interest at a rate of 1.5% per month, calculated on a daily basis, on any balance outstanding, and (b) cancel any discount offered on Goods. If the Seller instructs solicitors or other agents to recover sums due from the Buyer, the Buyer shall indemnify the Seller in respect of all relevant fees and costs.

9. TITLE

9.1 The Seller shall retain title to and ownership of Goods until it has received payment in full of all sums due for all Goods supplied to the Buyer. If payments received from the Buyer are not stated to refer to a particular invoice, the Seller may appropriate such payments to any outstanding invoice.

9.2 Until the passing of title to and ownership of the Goods, the Buyer shall be the bailee of the Goods for the Seller and the Goods shall be stored separately from any Goods which belong to the Buyer or any third party and shall be clearly marked as being the Seller's property.

9.3 The Seller licenses the Buyer to sell or use, in the ordinary course of the Buyer's business, Goods belonging to the Seller but not otherwise to deal with the Goods (whether by assignment, lease, charge or granting any other right whatsoever). All monies received from any such sale (or any insurance proceeds in respect of such Goods) shall be held on trust to settle any sums due in respect thereof to the Seller and pay any balance to the Buyer.

9.4 If the Buyer fails to make any payment to the Seller when due, or if the Seller has reasonable cause to believe that any payment may not be made when due, the Seller shall have the right, without prejudice, to any other remedies:

a) to enter without prior notice any premises where Goods owned by the Seller (under clause 8.1 ) may be, and to repossess and dispose of any such Goods so as to discharge any sums owed to the Seller by the Buyer under this or any other contract.

b) to require the Buyer not to use, process, alter in any way, reset or part with possession of any Goods owned by the Seller until the Buyer has paid in full all sums owed by it to the Seller.

c) to withhold delivery of any undelivered Goods, stop any Goods in transit or require advance payments in respect of any uncompleted part of the Buyer's order,

10. WARRANTY

10.1 The Seller warrants that the Goods will, at the time of delivery to the Buyer, be of merchantable quality and free from defects in materials and workmanship. The Seller will at its option refund the purchase price of, or repair or replace free of charge, any defective Goods made available for inspection by the Seller or subsequently returned to the Seller
provided that the Buyer:

a) notifies the Seller forthwith of any defects which it discovers and in the event, within 28 days of the date of receipt of the Goods.

b) has not cut into the Goods, and has stored and used them in proper and reasonable manner and in accordance with any instructions of the Seller.

c) The Buyer is therefore advised to thoroughly check Goods before use and before cutting them or incorporating them into other goods.

10.2 In no circumstances shall the Seller's liability to the Buyer for any breach of contract
exceed the price for the Goods with respect to which the claim is made.

10.3 Except as provided for in these Conditions, there are no warranties, express or implied (whether by statue or otherwise), in relation to the Goods, except as to title.  In particular, unless the Seller shall have given the Buyer a specific written warranty signed by a director that the Goods are fit for the Buyer's purpose; the Seller gives no such warranty whatsoever.

11. LIABILITY

11.1 The Seller shall under no circumstances be liable for any indirect, special or consequential loss (which loss shall be deemed to include loss of anticipated profit or third party claims) howsoever arising, whether from the supply, use or intended use of the Goods (except where by law such liability can be either excluded or restricted) and the Buyer is
therefore advised to affect and maintain appropriate insurance in respect of such loss.

11.2 The Buyer shall indemnify the Seller in respect of all claims, costs and expenses suffered or incurred by the Seller in respect of any matter from which the Seller has excluded its liability in these Conditions.

12. REGULATIONS

The Buyer shall be responsible for compliance with all relevant laws and regulations and for obtaining and maintaining at its expense any necessary licences, clearances, consents or other authorisations in respect of the Goods.

13. FORCE MAJEURE

The Seller shall be deemed not to be in breach of contract and shall not be liable to the Buyer for any toss or damage caused as a direct or indirect result of the supply of the Goods of the Seller being prevented, restricted, hindered or delayed by any circumstances whatsoever outside the control of the Seller. The Seller may, at is option, cancel a contract for the supply of Goods without liability to the Buyer in the event of the occurrence of such circumstances.

14. TRADE MARKS, PATENTS AND OTHER INDUSTRIAL RIGHTS

14.1 The Buyer shall have no right to apply to Goods any trade mark owned or used by the Seller.

a) If any claim is made against the Buyer alleging that Goods infringe any patent rights, registered designs copyright or other industrial property rights of another then:-

i) the Buyer shall forthwith notify the Seller with full particulars and

ii) the Seller, or its suppliers or licensors (as the case may be), shall be at liberty, at their expense, to conduct all negotiations and/or litigation in respect thereof and (if necessary) in the name of the Buyer, and if as a result of such negotiations or litigation the Buyer shall be unable to use Goods substantially for the purpose for which they were bought, the Seller shall (except where Condition 13(c) applies) take them back and refund the price thereof to the Buyer and such refund shall be in full satisfaction of all claims by the Buyer against the Seller.

b) The Buyer shall indemnify the Seller against all actions, costs (including the costs of defending legal proceedings) expenses, claims, proceedings and demands in respect of any infringement, or alleged infringement, by the Seller of patent rights registered design copyright or other industrial rights attributable to the Seller complying with any special
instructions from or recruitment of the Buyer relating to Goods.

14.2 All designs, Patterns, blocks and concepts produced by the Seller remain the Seller's property and cannot be reproduced or altered without the Seller's written permission.

15. GOVERNING LAW

The construction, validity and performance of this contract and these Conditions shall be governed by English law and the parties submit to the jurisdiction of the English courts.