Website Terms & Conditions for Trade Customers

CONDITIONS OF SALE

1. INTERPRETATION

In these Conditions:

'BUYER' means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller

'GOODS' means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these conditions

'SELLER' means G H Warner Footwear Limited

'CONDITIONS' means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions

agreed in writing between the Buyer and the Seller

'CONTRACT' means the contract for the purchase and sale of the Goods

'WRITING' includes email, telex, cable, facsimile transmission and comparable means of communication

2. BASIS OF THE SALE

2.1 The Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport

to apply under any purchase order, confirmation of order or similar document.

2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer's acceptance of these Conditions.

2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in Writing by the Seller.

2.5 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.

2.6 No statements made outside the Contract in brochures, catalogues, sales literature, correspondence or orally during negotiations are intended to have contractual effect.

3. ORDERS AND SPECIFICATIONS

3.1 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller's quotation (if accepted by the Buyer) or the Buyer's order (if accepted by the Seller).

3.2 When a sample of the Goods has been exhibited to and inspected by the Buyer such sample was so exhibited and inspected solely to enable the Buyer to judge the quality of the bulk.

3.3 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to

the Sellers specification, which do not materially affect their quality or performance.

3.4 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller.

4. PRICE OF THE GOODS

4.1 The price of the Goods shall be the Seller's quoted price or, where no price has been quoted, the price listed in the Seller's published price list current at the date of acceptance of the order. Where the Goods

are supplied for export from the United Kingdom, the Seller's applicable export prices list shall apply. All quotations are subject to withdrawal at any time before a written Order from the Buyer.

4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the

control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour,materials or other costs of manufacture),

any change in delivery dates, quantities or specifications for the goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller

adequate information or instructions.

4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on a

carriage paid basis to any address in the United Kingdom.

4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

5. TERMS OF PAYMENT

5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the Goods have left the

Seller's premises for delivery to the buyer, unless the Goods are to be collected by the Buyer in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified

the Buyer that the Goods are ready for collection.

5.2 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Buyer shall pay the price of the Goods (without deduction) within 30 days ("the due date") of the date of the Seller's

invoice, and the Seller shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the goods has not passed to the Buyer. The time of payment of the

price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

5.3 If the Buyer fails to make any payment by the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-

5.3.1 cancel the contract or suspend any further deliveries to the Buyer;

5.3.2 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);

5.3.3 disallow any discount offered in the invoice;

5.3.4 charge the Buyer interest from the day immediately after payment is due (both before and after any judgment) on the amount unpaid, at the rate of 4 per cent per annum over the base rate of Barclays Bank

Limited from time to time in force until payment in full is received by the Seller (a part of a month being treated as a full month for the purpose of calculating interest); and

5.3.5 full reimbursement from the Buyer upon demand by the Seller of all costs and expenses (including legal costs) incurred in the collection of any overdue amount.

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 however caused. Time for delivery shall not be of the essence of the

Contract unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.2 Delivery of the Goods shall be made to the Buyer's address or if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.

6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these

Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

6.4 If the Seller fails to deliver the Goods 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.

6.5 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 prejudice to any other right or remedy available to the Seller, the Seller may:

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

6.5.2 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 at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, 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 these 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 subject to the proviso that if the account with the Buyer

reaches a nil balance then property shall not pass until the Seller has complied with the Buyer's written notice served on the Seller for the Seller to acknowledge that there are at the date of the service of the

notice no debts owed by the Buyer to the Seller and confirmation by the Buyer that property in the Goods has passed, such compliance by the Seller to be within a reasonable period after service of the

Buyer's notice. The Buyer shall thereupon identify those Goods in the Buyer's possession in which the property has passed to the Buyer.

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 shall be entitled to 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 shall be entitled at any time to require the Buyer to

deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the goods are stored and repossess 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 prejudice to any other right or remedy of the Seller) forthwith become due and payable.

7.6 The Seller shall be entitled to maintain an action for the price of the Goods notwithstanding that title in them has not passed to the Buyer.

8. WARRANTIES AND LIABILITY

8.1 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification or sample shall (whether or not delivery is refused by the

Buyer) be notified to the Seller within 28 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or

failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the

Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.2 No claim for damaged Goods, for shortages, or for non-delivery will be accepted by the Seller unless written notice of such damage or shortage is received by the Seller within 14 days of receipt of the Goods

by the Buyer, or within 14 days of the damage or shortage being discovered earlier, or (in the case of non-delivery) 14 days from the date of the invoice.

8.3 Where any valid claim in respect of any of the Goods which is based on any damage in transit, defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in

accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a

proportionate part of the price), but the Seller shall have no further liability to the Buyer.

8.4 The Seller shall not be liable for any failure in the performance of any of its obligations under the Contract caused by factors outside its control.

9. INSOLVENCY OF BUYER

9.1 This clause applies if:

9.1.1 the Buyer makes any voluntary arrangement with its creditors 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 purpose of amalgamation or reconstruction); or

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

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

9.1.4 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 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the contract or suspend any further deliveries under the Contract without

any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the

contrary.

10. GENERAL

10.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such

other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

10.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

10.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the

provision in question shall not be affected.

10.4 Provisions for new customers. Buyers wishing to trade with the Seller for the first time should complete an application for credit account facilities which should be submitted before or with the first order.

Goods cannot be supplied on credit until satisfactory references have been received.

10.5 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English Courts.

Website Terms & Conditions for Trade CustomersUpdated 2 years ago