NM Williams (UK) Ltd (t/a “Disley”) – Terms & Conditions

1.General

1.1 These terms and conditions (the Conditions”) and the invoice represent the legal contract between you and us (the Contract”) in relation to the sale and purchase of the goods mentioned on the invoice (the Goods”) and no other terms and conditions shall apply.

1.2 We are continuously developing and improving our products and we therefore reserve the right to change specifications and prices shown in our then-current price and delivery list (the Price & Delivery List“), without prior notice.

1.3 We also reserve the right to remove selected products from our range from time to time.

1.4 We aim to limit variations in colour, but there may be significant differences in colour between our products and the images of them in the catalogue. There may also be appreciable variations in colour between different deliveries of the same products.

2.Delivery & Carriage

2.1 Delivery of the Goods is made at your premises, unless otherwise instructed.

2.2 We may deliver the Goods in reasonable instalments, in which case you shall accept and pay for the Goods in reasonable instalments. Each instalment is to be treated as a separate contract.

2.3 You shall pay our delivery charges in addition to the quoted item price, where applicable. Delivery charges are stated on the Price & Delivery list, and we reserve the right to change these charges, without prior notice.

2.4 You shall notify us in writing of any claim for non-delivery or damage to Goods in transit within three (3) days of the date of the invoice for them. Our liability in respect of any such claim is limited at our option to replacement of the Goods or refund of the price and does not extend to any indirect or consequential loss.

2.5 Delivery of stock items will be three (3) to four (4) working days, subject to availability, but this is an estimate only and time is not of the essence.

3.Price

3.1 All prices quoted in our Price & Delivery List, are exclusive of carriage and VAT. Any applicable carriage and VAT is payable by you in addition to the Contract price. The price list gives specific detail relating to qualification for free carriage. You agree and acknowledge that any price reductions offered by us to you are so given on the condition that you arrange for the prompt payment of the Goods in accordance with condition 4.

3.2 You shall pay our reasonable extra charges in respect of any special arrangements made at your request, in order to expedite delivery.

3.3 You shall be expected to pay any costs, expenses or liabilities, incurred by us, where you have given inadequate or inaccurate instructions.

3.4 All export prices are quoted on a F.O.B basis.

4.Payment

4.1 We may invoice you for the Goods together with any applicable carriage and VAT, when they or any instalment of them is despatched to you or to your order.

4.2 Payment in full for the price of the Goods is due within thirty (30) days from the date of the invoice (the Due Date”). No payment shall be deemed to have been received until we have received cleared funds. Time for payment shall be of the essence.

4.3 In the event that you pay us by cheque and your bank does not honour such payment, we will charge you an administration fee of £100, which shall be added to your outstanding debt with us.

4.4 Regardless of any agreed credit terms all payments for Goods supplied, whether or not invoiced, become immediately due if any of the events set out in conditions 6.3 (a) to (c) occurs.

4.5 If you fail to pay us any sums due pursuant to condition 4.2, you will be liable to pay interest to us on such sums from the Due Date at the annual rate of eight percent (8%) above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment.

4.6 Your failure to pay us in full for the Goods within thirty (30) days of the Due Date will automatically invalidate any price reductions we offered you off our Price & Delivery List in relation to the Goods. The Contract price will be automatically varied and you shall be liable for the full price of the Goods as shown on the Price & Delivery List together with any interest accrued pursuant to condition 4.5.

5.Risk

The risk in the Goods passes to you when the Goods are delivered to you, or to your order. Where risk has so passed you will be responsible for insuring the Goods.

6.Ownership

6.1 We retain absolute legal ownership of the Goods until we have received payment in full (in cash or cleared funds) for (a) the Goods and (b) any other goods or services that we have supplied to you.

6.2 Until such time, you agree that we may inspect the Goods and may at any time repossess the Goods (and any other goods in accordance with condition 6.1(b)) and for this purpose enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.

6.3 Until such time as ownership of the Goods has passed to you, you shall:

(a) hold the Goods on a fiduciary basis as our bailee (b) store the Goods at your premises separately from your own Goods and those of any other person and labelled in a manner which makes them readily identifiable as our Goods (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods and (d) maintain the Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction.

6.4 If under any circumstances, (a) you do not pay any invoice of ours within seven (7) days after the Due Date or (b) the members of your company pass or call a meeting to pass a resolution for winding up, or if a petition for winding up, administration or bankruptcy is presented against you, or (c) you become subject to a winding up, administration or bankruptcy order, or to any distress or execution on or receivership over any of your assets, then you shall cease at once to use any of our Goods not then paid for, and shall on demand return to us any of them remaining in your possession. On making such a demand we are entitled without incurring any liability to you, to either require you to deliver up the Goods or to enter your premises or the premises of any third party where the Goods are stored and remove and resell such of our Goods as are found to be there.

6.5 Nothing in conditions 6.1, 6.2 or 6.3 gives you the right to return the Goods without our consent otherwise than in accordance with our returns policy as referred to in condition 9 below.

7.Force Majeure

Where we are unable to perform due to any circumstances beyond our control we may suspend performance while those circumstances subsist, and subject to condition 8.1 any agreed date or period for delivery shall be regarded as extended accordingly.

8. Suspension & Cancellation

8.1 If any period of suspension of deliveries under condition 7 lasts for more than three (3) months, either of us may cancel the Contract by written notice and without penalty.

8.2 If any payment is due to us from you under this or any other contract is in arrears, we may suspend further deliveries under any of those contracts, and if payment is not made within seven (7) days after we have served a demand in writing on you, referring to this term, we may cancel any of those contracts and re-sell the Goods concerned without incurring any liability to you. Your failure to comply with a demand for payment under this term is to be regarded as a repudiation of the contract, and we shall be entitled to damages accordingly.

9. Inspection of Goods and Returns Policy

9.1 You shall inspect the Goods immediately on delivery in accordance with condition 2.1. Within three (3) days of delivery, you shall give notice in writing to our sales office of any damage to the Goods (“Defects Notice”). Within five (5) days from the date of the Defects Notice (i.e. no later than eight (8) days after delivery), you shall give notice in writing to our sales office in detail of any grounds on which you allege that the Goods are not in accordance with their description or are defective (“Details of Claim”). Time for providing the Defects Notice and Details of Claim shall be of the essence. If you fail to provide the Defects Notice and/or the Details of Claim, the Goods shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination of the Goods and you shall be deemed to have accepted the Goods accordingly. In the event that, having provided both the Defects Notice and Details of Claim, you establish to our reasonable satisfaction that the Goods are not in accordance with the contract, or are so defective, your sole remedy in respect of such non-accordance or defects shall be limited to the return of the good and you shall be credited in accordance with condition 9.7.

9.2 We will have twenty one (21) days from receipt of the Details of Claim to inspect the relevant Goods which, at our request, will be immediately returned to us. If we accept the rejection, such return of the Goods will be at our expense and, subject to condition 9.7, below we will provide you with credit to the value of the relevant Goods. If we dispute your rejection of any Goods, both parties hereby agree to negotiate in good faith to resolve the problem and failing agreement within thirty (30) days of the date we inspected the Good, we will jointly appoint (at our shared cost) a single suitably experienced arbitrator whose decision regarding the rejection will be final and binding on both parties (the losing party shall reimburse the other party for the costs of arbitration).

9.3 Pursuant to condition 9.1 above, you may only return Goods with our prior consent and, at your cost, which are unused, so long as they are fit to be returned to stock and are not made to order, tabbed, embroidered or personalised in any other way.

9.4 All Goods returned, must be returned in their original packaging, and any seals, tags or Labels must be in place, as when the Goods were originally despatched. Goods which have had the Disley seal removed or disturbed are non-refundable.

9.5 Any Goods returned in packaging that is not suitable, will not be credited, and any required rectification costs, to ensure that the stock is fit for sale will be charged to your account.

9.6 Subject to condition 9.7 below where faulty Goods are returned to us for replacement, we reserve the right to credit or refund their price instead of replacing them.

9.7 Where Goods are returned to us in accordance with these Conditions and we agree that the returned Goods are either faulty or do not conform with their description, we will issue you with a credit note for the full invoiced value of the individual garment. Where Goods are returned to us in accordance with these Conditions but the Goods are not faulty and do conform with the contract, we will issue you with a credit note for the full invoiced value of the individual garment, less our applicable surcharge, which shall be 20% of the individual price for Shirts, Blouses and Ties and 10% for Tailoring.

10. Limitations on Liability

10.1 We will refund or credit the price of faulty Goods, or replace them (at our option), but subject to condition 10.2 below, we will not be liable to you for any other loss or damage, direct or indirect, consequential or otherwise, whether or not we have been negligent.

10.2 Nothing in these Conditions affects our liability for death or personal injury resulting from our own negligence.

11. Samples

Samples will be invoiced to you on despatch and will be credited in full provided they are returned to us at your cost, unused and within twenty (20) days of delivery. Otherwise the price, including any applicable carriage and VAT becomes payable in accordance with condition 4.2.

12. Set Off

You shall make all payments due under each contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless you have a valid court requiring an amount equal to such deduction to be paid by us to you.

13. General

13.1 The parties to this contract do not intend that any term hereof shall be enforceable by a third party (as defined in the Contracts (Rights of Third Parties) Act 1999 (the “Act) under the provisions of the Act.

13.2 These Conditions and each contract are governed by and are to be construed and interpreted exclusively in accordance with English Law, and both parties submit to the non-exclusive jurisdiction of the English Courts.

13.3 No variation of or amendment to these Conditions will bind either party unless made in writing and signed by both parties hereto.

13.4 Failure of either party to enforce or exercise, at any time or for any period, any term of these Conditions, does not constitute, and will not be construed as, a waiver of such term and shall not affect the right later to enforce such term or any other term herein contained.

13.5 If any provision contained in these Conditions or any part thereof (the Offending Provision” l is declared or becomes unenforceable invalid or illegal for any reason whatsoever including a decision by the competent domestic or European courts, an Act of Parliament, European Union legislation or any statutory or other bye-laws or regulations or any other requirements having the force of law the other provisions of these Conditions will remain in full force and effect as if these Conditions had been executed without the Offending Provision.

13.6 Provisions of these Conditions which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination shall remain in full force and effect notwithstanding such termination.

13.7 Any approval or consent given under these Conditions will only be valid if given in writing by one of the approving party’s authorised representatives. Neither party will be entitled to claim nor will either party claim any money or other damages or remedy byway of set off, counterclaim, defence or in any other way based upon any claim or assertion or other that the other party has unreasonably withheld or unreasonably delayed any consent or approval required under these Conditions.

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