EUROLEATHERS shall mean EUROLEATHERS SHOE CARE OR EUROLEATHERS 2000 LIMITED in the following terms and conditions
- In these conditions (i) “Seller” means EUROLEATHERS (ii) “Goods” means the goods or services specified or implied in any order placed with the Seller (iii) “the Buyer” means the purchaser of the Goods.
- This contract contains the entire bargain between the Seller and the Buyer and in the case of any inconsistency between these terms and conditions and the terms and conditions of any other contract documents sent by the Buyer to
the Seller (whatever their respective dates) in respect of the Goods these terms and conditions shall prevail.
- Any description or illustrations in the Seller’s catalogues, price lists or other advertising materials are intended merely to present a general idea of the Goods and shall not form representations or be part of the contract.
- Any concession or waiver made by the Seller at any time shall not prejudice the exercise of its rights hereunder.
- The Buyer is deemed to have satisfied himself that the Goods are suitable for the purpose and capable of performing the function and use to which it is intended to put them.
- No waivers alterations or modifications of these terms and conditions shall be valid unless made in writing signed by the duly authorised representative of the party against whom the same shall be sought to be enforced.
- The Seller reserves the right to correct any clerical errors made by its employees at any time.
- The Buyer’s Order will only be accepted when an acknowledgement is signed by an authorised representative of the Seller unless otherwise agreed between the Seller and the Buyer.
- Any quotation given is an invitation to treat only and the prices stated are a guide which are likely to be varied after 60 days.
- Each of the clauses of these general terms and conditions of sale and every part thereof shall be separate and severable to the intent that if one clause of one part thereof shall be unenforceable the other clauses and the other parts of the clause respectively shall be effective.
- The exclusions and limitations contained in these general terms and conditions of sale only apply so far as permitted by any statute order directive or regulation.
- Where applicable herein the masculine shall include the feminine and neuter and the singular the plural and vice-versa.
2. PRICE VARIATION
The price of the Goods (which includes packaging) is based on the current price of materials, transport, labour and other prime costs of the Seller including the rate of exchange of sterling and if the same shall increase after the date of the Order the Seller shall be entitled to increase the price of the Goods by a fair proportion to reflect the increased cost.
3. PAYMENT TERMS
- Payment is due 30 days following the date of delivery unless otherwise agreed in writing.
- No deductions shall be made by the Buyer from any payments due under this contract unless otherwise stated overleaf.
- Where applicable Value Added Tax (or other tax payable by a purchaser) will be added in accordance with United Kingdom legislation in force at the tax point date.
4. PLACE OF DELIVERY
The Goods shall be delivered to the address specified overleaf and the Buyer shall be ready to collect them at such place when notified by the Seller and any additional expense caused to the Seller by the Buyer due to the Buyer not being ready or not providing suitable collection facilities or any other cause shall forthwith be reimbursed to the Seller.
5. DELIVERY DATE
The Seller will use its best endeavours to meet any delivery date but any date named by the Seller for delivery is given and intended as an estimate only and is not to be of the essence of the contract. The Buyer shall nevertheless be bound to accept the Goods when available. The Seller shall not be liable in any way in respect of the late delivery howsoever caused nor shall such failure be deemed to be a breach of contract unless and until the Buyer has given written notice to the Seller making time of the essence and giving the Seller a reasonable time in which to deliver. If the Seller is not willing to accept such delivery date it may without liability cancel the contract and notify the Buyer accordingly.
6. VARIATIONS TO THE GOOD
- The Seller reserves the right to vary the Goods where in its absolute discretion it considers it necessary to carry out the main purpose of this contract.
- The Seller will endeavour to carry out all reasonable variations to the Goods requested by the Buyer but shall not be obliged to accept any such request for variation and shall be entitled to make any price adjustment consequent upon any variation accepted.
7. FORCE MAJEURE
If events beyond the Seller’s reasonable control prevent the Seller from performing its obligations hereunder the Seller may without liability cancel this contract.
8. LIMITATION OF LIABILITY
- The Seller has no control over the application of the Goods nor the environment in which they are used. Therefore, it is the responsibility of the Buyer to inspect and test the Goods and each and every part thereof before use to see
that they are in order. The Seller shall not be liable for any cost, claim or demand:
i) Arising from any misrepresentation or breach of condition or warranty either expressed or implied whether by statute or otherwise so far as it relates to liability in respect of the correspondence of the Goods with description or
sample, or their quality or fitness for any purpose and
ii) For consequential loss suffered by the Buyer for any reason whatsoever
- Without prejudice to the generality of subclause a. hereof the Seller shall not be liable in any way whatsoever (including consequential loss) for any misrepresentation or breach of warranty or condition either expressed or implied
whether by statute or otherwise or in any other way relating to the Goods in so far as it is reasonable to exclude such liability in the circumstances of any particular case
- In so far as the Seller is liable for any cost claim or demand whatsoever of the Buyer the liability of the Seller shall be limited to (at the discretion of the Seller):
i) Replacing the defective Goods; or
ii) Making good the defects; or
iii) Allowing a full credit for the cost of the defective Goods or work done on them by the Seller
- The Seller is always willing to discuss a variation of this clause (and any others limiting liability) provided that adequate insurance cover can be arranged by the Seller and subject to a reasonable price adjustment to cover this
9. TIME FOR NOTIFYING DAMAGE AND REJECTION
- a. The Seller shall not be liable in any way whatsoever for short delivery of Goods or any claim for damage in transit unless a claim is notified to the Seller in writing within 3 days of delivery.
10. OVERDUE PAYMENT AND CANCELLATIONS
- The Seller shall be entitled to charge interest at a rate equal to 5% above the base lending rate of National Westminster Bank plc from time to time on all overdue payments.
- The Seller shall be entitled to suspend or cancel further deliveries or other services under this and/or any other contract between the parties hereto:
i) If any payment is overdue or
ii) If the Buyer shall have failed to take delivery of any Goods
- For the purpose of this condition time of payment shall be of the essence of the contract.
- The Buyer shall not be entitled to withhold or set off payment in equity or in law for any reason whatsoever.
11. PASSING OF RISK AND PASSING OF TITLE
- In this clause the word “Goods” shall include (i) goods which have been sorted repackaged or otherwise re-presented and promoted (ii) goods which have been operated on in any way by the Buyer and
(iii) goods to which any other material or thing whatever becomes permanently or temporarily attached either in whole or in part (such goods being deemed to have acquired that material or thing in simple accession or accretion and
the resultant combination shall in consequence be identified with the Goods in every way and consequently be and remain the property of the Seller in accordance with this clause as if the same had always been the property of the
Seller notwithstanding that the value thereof may have been greatly enhanced by reason of the said accession or accretion or that the same shall be a new object)
- Risk in the Goods shall pass on delivery but the legal property and title in the Goods shall remain that of the Seller until the happening of the first of the following events:
i) Payment by the Buyer of the price of the Goods and of all other things sold or delivered by the Seller to the Buyer
ii) Performance by the Buyer of any bona fide sub-contract of sale of the Goods at their true value, the Buyer being given authority to enter into such sub-contracts notwithstanding that the property therein remains with the Seller by
virtue of these terms
- Notwithstanding the retention of title by the Seller the Buyer is hereby authorised to carry out any operations to the Goods in the normal course of the Buyer’s trade.
- The Goods shall at all times be stored or kept and marked or distinguished so as to be easily identified as the Seller’s property and in particular records shall be kept of their individual whereabouts and, should they be the subject of
sub-contracts of sale permitted hereunder, records shall be kept of the buyers thereof and of the prices at which the same are agreed to be sold.
- The amounts receivable by the Buyer pursuant to any sub-contract of sale of the Goods permitted hereunder, being receivable upon a sale of the property of the Seller, shall be collected for and held in trust for the Seller, to the extent
that such amounts do not exceed the total debt owed by the Buyer to the Seller in respect of the price of the Goods and of the price of all other things sold or delivered by the Seller to the Buyer.
- Upon any default by the Buyer of any of these terms and conditions (including terms as to payment) or the insolvency bankruptcy making of a winding up order against or appointment of any Receiver
Administrative Receiver Administrator or Liquidator of the Buyer or its assets or upon the Buyer suffering any distraint or distress or execution against its goods then the Seller may dispose of or recover any
of the Goods entering the Buyer’s premises for the purpose thereof.
12. COPYRIGHT ETC. INFRINGEMENT
The Buyer shall be solely responsible for the consequences of any patent, trademark, design, copyright or other infringement of commercial rights resulting from the Buyer’s specification, design or use of the Goods and the Buyer shall
fully indemnify the Seller in respect of all claims, demands, liabilities, costs, charges and expenses incurred by the Seller as a result of such infringement or alleged infringement.
Each delivery of the Goods under this contract shall be deemed to constitute a separate contract to which the terms and conditions hereof shall apply, provided that these conditions shall be subject to and shall no way affect the Seller’s
rights under Clauses 10 above and 14 below to suspend or terminate the whole contract in the circumstances there mentioned.
14. SUSPENSION OF PERFORMANCE
- Makes default in or commits any breach of his obligations to the Seller hereunder or
- Is involved in any legal proceedings in which his solvency is involved or
- (Being a Company) commences liquidation or
- Ceases or threatens to cease to trade or if serious doubt arises as to the Buyer’s solvency then in any such case the Seller shall immediately become entitled (without prejudice to its other claims and rights under this Contract) to
suspend further performance of this contract for such time not exceeding six months as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat the contract as wrongfully
repudiated by the Buyer and forthwith terminate the contract. The Seller will notify the Buyer of the exercise of its option to suspend or terminate this Contract within a reasonable time of its becoming aware of the fact or default on
the Buyer’s part giving rise to the Seller’s rights under this condition.
If at any time any dispute shall arise between the Buyer and the Seller in connection with this contract the Seller may give notice in writing of the existence of such dispute to the Buyer and require the same be referred to the arbitration
of a person mutually agreed upon or failing agreement to some person appointed by the President for the time being of the Law Society of England and Wales. The submission shall be deemed to be a submission to arbitration within
the meaning of the then current Arbitration Act.
This contract shall be interpreted according to English law and only the English Court shall (and the Buyer hereby accepts the jurisdiction of such Courts, whether in England or elsewhere, as the Seller may nominate to) try any action
arising out of this contract.
17. EXPORT SALES
- All Goods are delivered ex-works and Carriage, Insurance, export documentation, certification and all like expenses are charged forward to the Buyer who is also responsible for all import, customs and other duties or taxes.
- The Buyer is solely responsible for obtaining all necessary export or import licences which must be produced to the Seller on demand.
- Any additional packaging required for export shipments will be charged to the Buyer as an additional cost.