1. Definitions Used Within This Document
1.1. 'Customer' means the account applicant or person who buys or agrees to buy goods from the Company.
1.2. 'Company' means PaddiMac Rainwear Limited.
1.3. 'Goods' means any merchandise, products, or replacement products supplied to the Customer from the Company in accordance with these Terms and Conditions of Sale. This does not include Samples supplied free-of-charge.
1.4. 'Writing' refers without limitation to facsimile, email, telex, cable, letters and any other comparable means of communication.
1.5. 'Contract' refers to the acceptance of these Terms and Condition of Sale as defined within clause 2.2.
1.6. 'Conditions' refer to the Terms and Conditions of Sale as stated within this document.
2.1. These Conditions shall apply to every contract entered into with the Company except as varied by express agreement in writing by a Company Director or other authorised person on behalf of the Company. Any Conditions proffered at any time by the Customer and not accepted in writing by the aforementioned person(s) are hereby excluded. Any typographical or other error or omission in any sales literature, quotation or price list shall be subject to correction without liability on the part of the Company.
2.2. The Customer's order to the Company is an offer to enter into a Contract upon these Conditions. Acceptance occurs and the Contract is formed solely upon the following Conditions:
2.2.1. The Company despatching the Goods to the Customer; or
2.2.2. The Customer notifying the Company in writing of its acceptance of a quotation and the Company subsequently despatching to the Customer its acknowledgement of the order; or
2.2.3. The Company commencing work upon the order (whichever shall first occur).
2.3. Contracts apply only to individual orders, useless otherwise stated or specified in writing and authorised by a Company Director or other authorised person on behalf of the Company.
2.4. The Customer shall provide to the Company all information necessary to enable it to perform the Contract (as advised by the Company); if it does not the Company shall use any additional time required to fulfil the Contract as it sees necessary.
2.5. The Contract cannot be cancelled by the Customer without the express written consent by a Company Director or other authorised person working on the behalf of the Company. If the Company agrees cancellation by the Customer, the Customer with indemnify the Company in full against all expenses incurred up to the time of cancellation together with a reasonable amount by way of liquidated damages for breach of contract as specified by the Company.
2.6. These Conditions are only applicable from the date of publication as given above. They do not apply to any Contract made between a Customer and the Company before this date. These Conditions will apply to all contracts made in accordance with clause
2.2. by a Customer with the Company commencing from this date, with no exceptions, bar any made in accordance with clause 2.1.
2.7. Nothing in these Conditions will affect the statutory rights of any consumer.
3. Prices and Quotations
3.1. All quotations remain valid for 30 days only, useless otherwise specified, and are subject to additional charges mentioned in clauses 3.2. and 3.3.
3.2. Useless otherwise stated all prices are exclusive of VAT and charges for printing, storage, packing, carriage & freight, handling, and additional labour charges where deemed appropriate. VAT will be charged at the prevailing rate at the time of despatch.
3.3. The Company reserves the right to vary the price of Goods without prior notice to take account of any variation in the cost of materials, exchange rates, labour, duties and charges and taxes, transport costs, insurance, printing and related printing costs, or any other related or necessary costs between the date of the Contract and the date of delivery or completion of payment.
3.4. The Company reserves the right to revise and amend prices at any time prior to the despatch of Goods to reflect any direct or indirect costs incurred by the Company in accordance with clauses 3.2. and 3.3. If the price has already been paid in full prior to despatch no price revision may take place without the written agreement of the Customer.
4.1. In the case of consumer sales payment must be made in full before the despatch of goods will take place.
4.2. In the case of other sales payment is due in accordance with the terms of credit agreed upon entering the Contract. Subject to satisfactory trade, banker's and other requisite references, and where no other terms of payment have been specifically agreed in writing with a Company Director, the Company's terms are cash payment in full to be made within thirty (30) calendar days from the date of invoice. No discount or allowance will be made unless specifically authorised by a Company Director or other authorised person in writing.
4.3. Failure to make the full payment shall entitle the Company at its option to treat the Contract as repudiated by the buyer or to delay delivery until paid (in addition to any other remedy). Interest will be charged on all outstanding invoices by way of damages for breach of contract. This will accrue on a daily basis at the rate of 2% per month from the date at which payment of the invoice was due until payment. The Customer will indemnify the Company in respect of all costs incurred in the collection of overdue amounts.
4.4. Time for making payment shall be the essence of the Contract.
4.5. The Company reserves the right to demand security for payment at any time during the course of a Contract.
4.6. The Company reserves the right to postpone or cancel a Contract at any time until payment has been received in the event that the Company has any reason to doubt the Customer's ability or willingness to pay by the due date or the Customers credit rating with any other party.
5.1. Samples are used solely to allow the Customer to judge the quality of bulk providing an indication only of type and quality of Goods and not so as to constitute a sale by sample. The Customer shall take the Goods at their own risk as to their corresponding with the said sample.
5.2. The Company reserves the right to charge for samples. Samples are not for re-sale.
6.1. Delivery times are estimates only and do not constitute the essence of the Contract. The Company will use every reasonable endeavour to deliver the goods by the stated delivery date, but may suspend or delay delivery and shall not be liable for any loss whatsoever in the event of late delivery or non-delivery of the Goods or any instalment owning to any occurrence beyond its control. The Buyer shall not be entitled to refuse acceptance of late delivery or to treat late delivery as breach of contract.
6.2. The Company will not accept any liability for the late delivery or non-delivery of Goods from the Customer to a third party, under circumstances aforementioned in clause 6.1. This is considered to be the liability of the Customer.
6.3. The Company may at its opinion deliver goods in instalments; each such instalment will constitute a separate Contract under these Conditions and will be treated by the Company to be so.
6.4. All prices for delivery given by the Company are given on an ex works basis. Where delivery is arranged by the Company to a location of the Customers discretion the Company reserves the right to make reasonable charges for transport, packaging and insurance. The Company shall use reasonable endeavour to provide the Customer with prior notice of any such charges.
6.5. Delivery shall take place and risk shall pass upon the earliest of the following:
6.5.1. The Company handing the Goods to the Buyer or its agents at the Company premises; or
6.5.2. The Goods leaving the Company premises for delivery to the Customer; or
6.5.3. In the case of Goods supplied by at the time of a service visit by the Company, upon the Company handing the Goods to the Buyer or its agent at the Buyer's premises.
6.6. The Company shall be deemed to have performed the Contract by the delivery of a quantity of Goods within 10% above or below the quantity ordered and the Customer shall pay at the price per unit quoted for the quantity of Goods actually delivered.
6.7. Failure by the Customer to pay for any instalment or delivery when due shall entitle the Company to withhold further deliveries and the Customer shall be liable for any costs incurred by the Company relating to such Goods which the Company is then entitled to withhold.
6.8. The Customer shall notify the Company of incomplete delivery in writing 3 (3) working days of such delivery or in the case of non-delivery within five (5) working days of the date of the relevant invoice.
7.1. Subject to these Conditions the Company warrants that the Goods shall be free from defects in workmanship and materials at the time of delivery. Goods that do not conform to this warranty will, at the Company's option, either be replaced or steps taken as the Company deems necessary to render the Goods free from defects or take back the Goods and refund or issue a credit note for the appropriate part of the purchase price provided that the liability of the Company shall not exceed the purchase price of the Goods.
7.2. This warranty is subject to the following conditions:
7.2.1. The Customer provides written notification of any defects in the Goods, and received by the Company, within five (5) working days of any discovery of defect, and within ten (10) working days of delivery;
7.2.2. The Customer affording the Company reasonable opportunity to inspect the Goods and if so requested by the Company to return (at the Customer's risk) the allegedly defective Goods to a specified address, suitably packaged within 20 (twenty) working days from delivery of the Goods;
7.2.3. The Customer making no further use of the allegedly defective Goods after the time at which the Customer discovers that they are defective;
7.2.4. The Customer has performed its obligations hereunder including full payment of the Goods.
8. Customer Supplied Items
8.1. The Customer shall be liable for all artwork, specifications and instructions issued to the Company with orders or pursuant to the contract. The Customer will indemnify and keep indemnified the Company against all loss directly or indirectly arising out of error in or omission from such artwork, specifications and instructions, and against all claims, demands and expenses whatsoever in respect of any infringement or potential infringement of any patents, copyrights, registered designs or third party rights and interests arising out of the Company's use of said material.
9.1. The Customer recognises and acknowledges that all specifications and details in any sales literature, quotations issued, or similar literature and documentation or by wont of word of mouth and all forecast of performances, howsoever given, are approximate only and do not form part of the contract.
9.2. The Customer recognises and acknowledges that all Conditions and warranties expressed or implied by statute and common law are hereby expressly excluded to the fullest extent permitted by law and, except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable for any loss or damage, costs, expenses, or additional claims whatsoever resulting from, or in connection with, the supply of Goods or their use or re-sale by the Customer.
10. Ownership of Title
10.1. Notwithstanding delivery and the passing of risk in the Goods, or any other provision mentioned within these Conditions, legal and beneficial title to the property in the Goods shall not pass to the Customer until the Company has received payment in full of all sums outstanding or owing from the Customer.
10.2. Until such time as the Company has received payment in full and the property of the Goods passes over to the Customer, the Customer shall hold the Goods as the Company's fiduciary agent. The Customer shall keep the Goods separate from all others, properly sealed, stored, protected, insured and identified as property of the Company's. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, and shall keep all such proceeds separate from all other monies or property until such time as the Company has received payment in full.
11. Force Majeure
11.1. The Company shall not be liable to the Customer whatsoever in the event that the Company is unable to carry out any provision of the contract for any reason or cause beyond the Company's control.
11.2. The Company shall notify the Customer as soon as reasonably practicable after circumstances preventing performance arise. During the continuance of such a contingency the company may, within is absolute discretion withhold, reduce or suspend performance of its contractual obligations without liability to the Customer for any loss or damage whatsoever suffered directly or indirectly by any such withholding, reduction or suspension.
12. General Notices
12.1. All contracts in the end depend on the willingness of the Customer and the Company to achieve mutual satisfaction. Should any action arise from conflicting conditions not resolved amicably then the Law of England shall be used as the interpreting Law.
12.2. Each of these Conditions and each paragraph hereof shall be construed as a separate condition. Should any condition(s) hereof be found invalid or unenforceable or an unreasonable restriction of the Company's liability then such provision shall apply to modify and amend these Conditions as may be necessary to make them valid and effective.