Terms and Conditions


GLOBAL TEXTILES (UK) LIMITED & GLOBAL TEXTILES (UK) LTD T/A HAMILTON McBRIDE
Incorporating Whitehouse Aurora Limited and Home Creations Limited


STANDARD TERMS & CONDITIONS
FOR THE SALE OF GOODS

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions the following expressions shall have the meanings set out below unless the context requires otherwise:

“Buyer”

the person who accepts the Seller’s Written quotation for the sale of the Goods or whose Written order for the Goods is accepted by the Seller;

“Conditions”

the standard conditions of sale set out in this document and (unless the context otherwise requires) including any Special Conditions and any other special terms agreed in Writing between the Buyer and the Seller;

“Contract”

the contract for the sale and purchase of the Goods;

“Goods”

the goods (including any instalment of the goods) which the Seller is to supply in accordance with these Conditions;

“Seller”

The Global Group of Companies, including Hamilton McBride, Global Textiles (UK) Ltd, Home Creations Ltd and Whitehouse Aurora Ltd

“Special Conditions”

any additional conditions which appear on the face of an order or quotation and which form part of the Contract;

“Writing”

and any similar expression, includes facsimile transmission and comparable means of communication (including electronic mail).


1.2 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.

1.3 The headings of these Conditions are for Convenience only and shall not affect their interpretation.

1.4 Any reference in these Conditions to the singular shall include the plural and vice versa and any reference to one gender shall include all genders.

2. BASIS OF THE SALE

2.1 The Seller shall sell and the Buyer shall purchase the Goods accordance with the Seller’s Written quotation (if accepted by the Buyer), or the Buyer’s Written order (if accepted by the Seller), subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.

2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Conditions affects the liability of either party for fraudulent misrepresentation.

2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 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 Seller shall be subject to correction without any liability on the part of the Seller.

3. ORDERS AND SPECIFICATIONS

3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.

3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the conditions of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its Conditions.

3.3 If the Goods are to be manufactured or any process to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with, or paid or agreed to be paid by the Seller in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.

4. PRICE OF THE GOODS

4.1 The price of the Goods shall be Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order unless otherwise agreed in Writing. [Where the Goods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply.] All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by the Seller without giving notice to the Buyer.

5. TERMS OF PAYMENT

5.1 Subject to any special Conditions agreed in Writing between the Buyer and the Seller, the Seller may invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price of the Goods at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

5.2 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Seller, the Seller may:

5.2.1 cancel the Contract or suspend any further deliveries to the Buyer;

5.2.2 decline to make further deliveries of any Goods to the Buyer except upon receipt of cash or other security satisfactory to the Seller;

5.2.3 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other Contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

5.2.4 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of four per cent (4%) per annum above [Barclay Bank plc’s] base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). For the avoidance of doubt, the foregoing does not prevent the Seller from exercising its rights under any other statutory provision.

6. DELIVERY

6.1 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing. Where the Seller is unable to complete delivery without further information or details from the Buyer and there is, in the opinion of the Seller, a delay on the part of the Buyer in providing such information or details, the Seller may give notice extending the delivery period. The Goods may be delivered by the Seller in advance of the quoted delivery date on giving reasonable notice to the Buyer.

6.2 Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to [five percent (5%)] more or [five percent (5%)] less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be the quantity ordered.

6.3 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

6.4 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without limiting any other right or remedy available to the Seller, the Seller may:

6.4.1 store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

6.4.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

7. RISK AND PROPERTY

7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:

7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or

7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery, if the Buyer wrongfully fails to take delivery of the Goods, at the time when the Seller has tendered delivery of the Goods.

7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of the Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.

7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Buyer may resell or use the Goods in the ordinary course of its business.

7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller may at any time require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, the Seller or its agent may enter on any premises of the Buyer or any third party where the Goods are stored and repossess and remove the Goods.

7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without limiting any other right or remedy of the Seller) forthwith become due and payable.

8. WARRANTIES AND LIABILITY

8.1. Subject to the following provisions the Seller warrants that the Goods will materially correspond with their specification at the time of delivery.

8.2. The above warranty is given by the Seller subject to the following conditions:

8.2.1 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, unsuitable storage conditions, failure to follow the Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller’s approval;

8.2.2 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other conditions implied by statue or common law are excluded to the fullest extent permitted by law.

8.4 Where any valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to materially correspond with the specification is notified to the Seller in accordance with these Conditions, the Seller may replace the Goods (or the part in question) free of charge or, at the Seller’s sole direction, refund to the Buyer the price of the Goods (or a proportionate of the price), in which case the Seller shall have no further liability to the Buyer.

8.5 Except in respect of death or personal injury caused the Seller’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express conditions of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.

8.6 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:

8.6.1 Act of God, explosion, flood, tempest, fire or accident;

8.6.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;

8.6.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;

8.6.4 import or export regulations or embargoes;

8.6.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

8.6.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;

8.6.7 power failure or breakdown in machinery.

9. TERMINATION

9.1 The Seller shall be entitled to cancel the Contract or, at its discretion, suspend any further deliveries under the Contract (for such time not exceeding six (6) months) without liability to the Buyer in the event that:

9.1.1 the Buyer is in breach of any provision of a Contract;

9.1.2 if the Buyer makes a voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or if a trustee, receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the Buyer; or

9.1.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

9.1.4 the Buyer ceases, or threatens to cease, to carry on business; or

9.1.5 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

9.2 In the event of a termination of the Contract, the price of any Goods which have been delivered but not paid for, shall become immediately due and payable by the Buyer notwithstanding any previous agreement or arrangement to the contrary.

9.3 The Contract shall be governed by English law, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.

10. SOLE TRADERS

10.1 You agree that any personal data you provide to us can be passed to our credit insurer reference agencies and information providers, insurance companies, intermediaries and agents and they may keep a record of it and pass it to their customers. The personal data will be used for credit risk assessment and insurance and other related purposes and we may also receive personal data from sources other than you.