“Buyer” – Means a person, firm or company by whom the order is placed.
“Seller” – Means R W Shepley Ltd whose registered office is situation at Unit 13K, Warth Mill, Huddersfield Road, Diggle, Saddleworth, Oldham OL3 5PJ
“Goods” – Means the articles or things or any of them described in the Order, Delivery note or Invoice.
“Specification” – Means the technical description (If any) of the goods contained or referred to in the order, Delivery note or invoice.
“Order” – Means the order placed by the buyer for the supply of the goods.
Application of Conditions
Any variation of these conditions and any document of the buyer is inapplicable unless accepted in writing by the seller and the terms hereof will constitute the entire contract between the buyer and the seller.
Where a period is named for delivery and such period is not extended by mutual consent in writing or under the provisions hereof, the buyer shall take delivery within the period named.
Estimated Delivery Date
Any time or date for delivery named by the seller is an estimate only and the seller shall not be liable for the consequences of the delay. The seller shall not be liable for any non-deliveries consequential upon the Seller’s inability to obtain raw materials, or inability to effect delivery on time for whatever reason.
Where specifications are to be supplied, the buyer shall supply such specifications in a reasonable time to enable the seller to complete the delivery within the period named.
Goods sold F.O.B
Where Goods are sold F.O.B the responsibility of the Seller shall cease immediately the Goods are placed on board ship and the Seller shall be under no obligation to give the buyer the notice specified in the Section 32 (3) of the Sale of Goods Act 1983 (as amended)
Conditions and Warranties
No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the goods supplied or that they will be suitable for any particular purpose or for the use under any specific conditions notwithstanding that such purpose or condition may be known or made known to the seller.
Goods represented by the Buyer to be defective shall not form the subject of any claim for work done by the Buyer for any loss, damage or expense whatsoever arising directly or indirectly from such defects but such Goods if returned to the Seller and accepted by him as defective, will, at the request of the buyer and if practicable, be replaced as originally ordered. Defects in quality or dimensions in any delivery shall not be a ground for cancellation of the remainder of the Order.
Claims for damage, shortage or loss
No claim for damage in transit, shortage of delivery or loss of Goods will be entertained, unless in the case of damage in transit or shortage of delivery, a separate notice in writing is given to the carrier concerned and to the seller within 7 days of receipt of Goods or within 3 days of the date of sellers invoice whichever is sooner. All such notices must be sent by recorded delivery.
Suspension of Deliveries
Deliveries may be wholly or partly suspended and the time of such suspension added to the original contract in the event of a stoppage, delay or interruption of work in the establishment of either Seller or Buyer during the delivery period as result of strikes, break-downs, accidents or any case whatsoever beyond the control of the Seller or Buyer respectively.
Determination of contract
If the Buyer shall make default in or commit a breach of contract or any other of his obligations to the Seller or if any distress or execution be levied upon the Buyers property or assets or if the Buyer shall make or offer to make any arrangements or composition with creditors or commit any act of bankruptcy or if any petition or receiving order in bankruptcy shall be presented or made against him or if the Buyer is a limited company and any resolution or petition to wind-up such company’s business (other and for the purpose of amalgamation or reconstruction) shall be passed or presented or if the receiver of such company’s undertaking, property or assets or any part thereof shall be appointed, the Seller shall have the right forthwith to determine any contract then subsisting and upon written notice of such determination being posted to the Buyer’s last known address, any subsisting contract shall be deemed to have been determined without prejudice to any claim or right, the Seller may otherwise make or excuse.
The ownership of and the title to the Goods which are the subject of this confirmation will only pass to the buyer when all outstanding invoices have been paid in full and any account maintained by the Buyer or any associate or subsidiary company with the Seller within the meaning of the Companies Act has been discharged in full.
Authority of the Buyer
Any person being an employee or who holds himself out in any way as an agent of the Buyer who places an order verbally or who signs a confirmation of order on the buyers behalf shall be deemed to be under the authority of the buyer so to do unless written notice to the contrary is received from the buyer, such notice to be sent by recorded delivery post not later than 3 days from delivery.
Payment must be made in accordance with the terms as stated on the invoice.
All costs including commissions and legal fees incurred by the seller in collection of overdue accounts will be payable if so requested by the Seller.
The seller shall be entitled to charge interest at 2% per month on all overdue accounts, calculated from the due date for payment until the date of full payment.
No Style, material or design, or other matter is to be considered “ exclusive to the customer” unless specifically stated so to be.
Variation in shade of yarn at dyers normal variation level will be allowed as acceptable and will not give rise to cancellation or alteration of the Order, or to any claim by the Buyer.
The Seller reserves the right to increase the price of the Goods on 7 day notice given at any time prior to delivery.
All contracts shall be subject to English Law and subject to the jurisdiction of the Manchester High Court.