1. Definitions.
In these conditions the following expressions shall have the following meaning unless otherwise determined in UK law:
"Seller" means UK SEWING SERVICES and or SupplyDivision® Limited and also where the context so permits its assigns and any subcontractor for the said "Seller".
1.2 "Goods" means any articles that the Buyer agrees to buy from the Seller.
1.3 "Buyer" means the person firm or company with whom the contract is made by the Seller whether directly or indirectly through an agent or factor who is acting for or instructed by or whose actions are ratified by such person firm or company.
1.4 "Delivery Date" means the date specified by the Seller when the Goods are to be delivered.
1.5 "Price" means the price for the Goods excluding carriage packing, insurance and VAT.
1.6 "Sellers Premises" means the premises mentioned in the Sellers quotation or other contractual document or if not so mentioned means the Sellers office as appearing on the Seller's business writings or correspondence.
1.7 "The Contract" means the Sellers' quotation for the sale or supply of the goods and any document referred to therein these Conditions of Sale the Buyer's order for the goods and the Seller's acknowledgment thereof and if there shall be any inconsistency between the documents comprising of the Contract they shall have precedence in the order herein listed.
2. Conditions.
2.1 These 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 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 or 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 If we use a cookie it is only to provide you with a quality service. Our cookies are designed to expire at the end of the session. This generally means your browser should delete them when you close it and, unlike some other companies "tracking cookies" they should not be there for "tracking" purposes when you re-open your browser. We do not pass on any data to third parties, nor allow them to place cookies on your equipment which can be used to track your on-line usage other than that on our sites. By using our sites you agree with this policy and provide us with express and unequivocal permission to place cookies on your machine if we deem it necessary for our own purposes. We would recommend you set your browser(s) to delete all cookies on exit and not store them at all. This policy may effect your enjoyment/usage of ours and other web sites and you should ensure you are fully aware of the consequences of such before implementing. If you have any questions regarding our cookie usage or policy please feel free to contact us.3. Price and Payment.
3.1 The price of the goods shall be the price stipulated in the Seller's published price list current at the date of delivery of the goods, save for the addition of a service charge at the prevailing rate which shall be applied, at the sellers discretion to invoices of GBP 100.00 net and below.
3.2 The price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller's invoice.
3.3 In the case of an order for delivery by installments the price payable for each installment shall be the list price of the Seller current at the date of acceptance of order or such installment unless otherwise expressly stated to be firm for a period.3.4 Payment of the price and VAT shall be due within thirty days of the date of the invoice save that the payment shall become in any event forthwith upon the occurrence of any of the events referred to in condition 13 hereof.
3.5 If the goods are delivered in installments’ the Seller shall be entitled to invoice each installment as and when delivery thereof has been made and payment shall be due in respect of each installment whereof delivery has been made notwithstanding non delivery of other installments or other default on the part of the Seller.
3.6 If upon the terms applicable to any order the price shall be payable by installments’ or the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer of the payment of any due installment or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance price to become due forthwith.
3.7 The price of the Goods shall be due in full to the Seller in accordance with the terms of the Contract and the Buyer shall not be entitled to exercise any set off lien or any other similar right or claim.
3.8 The time of payment shall be of the essence of the Contract.
3.9 Without prejudice to any other rights it may have the Seller is entitled to charge interest at 4% (four percent) above the then Current Base Rate of The National Westminster Bank Plc on overdue payments of the price of the Goods or the price of any installments thereof.4. Patents.
4.1 The Buyer shall indemnify the Seller against all costs, claims and damages incurred or threatened arising out of any alleged infringement of patents trademarks or copyright occasioned by the manufacture or sale of the Goods made to the specification or special requirements of the Buyer.5. Conditions and Warranties.
5.1 The Contract shall not constitute a sale by description or sample.
5.2 All terms, conditions and warranties (whether expressed or implied by statute common law or arising from conduct or a previous course of dealing or a trade custom or usage) whether by the Seller or its servants or agents or otherwise relating to the quality and/or fitness for the purpose of the Goods (even if that purpose is made known expressly or by implication to the Seller) are excluded. In particular but without prejudice to the generality of the foregoing the Buyer must satisfy himself that the physical properties of the Goods satisfy his requirements. The Buyer should contact the Sellers office should the Buyer have any queries. The address of such office appears on the dispatch note and invoice sent to the Buyer.6. Delivery.
6.1 The period for delivery shall be the period in which the Goods are intended to be dispatched from the Seller's premises and shall be calculated from the time or receipt by the Seller of the Buyers order or from receipt of all necessary information to enable the Seller to procure the manufacture of the Goods and the Buyer shall take delivery of the Goods within that period.
6.2 All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of the Seller. Time of delivery shall not be of the essence of any contract nor shall the Seller be under any liability for any delay beyond the Sellers control.
6.3 Where the Goods are handed to a Carrier for carriage to the Buyer or to any United Kingdom port for export any such Carrier shall be deemed to be an agent of the Seller and not of the Buyer for the purposes of sections 44 45 and 46 of the Sale of Goods act, revised.
6.4 The Buyer agrees that Section 32 (3) of the Sale of Goods Act shall not apply to Goods sent by the Seller.
6.5 No liability for non-delivery short delivery loss of or damage to the Goods carried prior to delivery or for any claim that the goods are not in accordance with the Contract will attach to the Seller unless claims to that effect are notified in writing by the Buyer to the Seller (and in claims for non-delivery, loss or damage with a copy to the Carrier if the Seller's own vehicles have not been used to deliver the Goods);
(a) within seven days of delivery for short delivery loss damage or non-delivery compliance with the contract;
(b) within seven days of the date of invoice for non-delivery.
6.6 In the event of a valid claim for non-delivery loss damage or non-delivery compliance with the Contract the Seller undertakes at its option either to reprocess or replace the goods at its expense and shall not be under further or other liability to any person in connection with such non delivery loss damage or non-delivery compliance.
6.7 If the Buyer shall fail to give notice in accordance with condition 6 (5) above the Goods shall be deemed to be in all respects in accordance with the contract and without prejudice to earlier acceptance by the Buyer it shall be bound to accept and pay for same accordingly.
6.8 If for any reason the Buyer is unable to accept delivery of the Goods at the time when the Goods are due and ready for delivery the Seller may at its sole discretion without prejudice to its other rights store the Goods at the risk of the Buyer and to take all reasonable steps to safeguard and insure them at the cost of the Buyer provided that the Buyer shall be immediately informed thereof.
6.9 The Seller shall have the right to make delivery by installments of such quantities and at such intervals as it may decide and any express revision as to installments in the Contract shall be in addition to and not in derogation of this right. 7. Returns.
7.1 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the prior written approval of the Seller on terms to be determined at the absolute discretion of the Seller.
7.2 If the Seller agrees to accept any such goods for return the Buyer shall be liable to pay a handling charge of 15% (fifteen percent) of the full list price. Such Goods must be returned by the Buyer carriage paid to the Seller in their original shipping cartons. Credit for non-authorised returned goods will be offered at 30% discount from list price. A "credit on account" is offered for goods which have been accepted for return and which are not faulty.
7.3 Goods returned without the prior written approval of the Seller may at the Sellers absolute discretion be returned to the Buyer or stored at the Buyers cost without prejudice to any rights or remedies the Seller may have.
7.4. No goods which have been cut, printed or personalised can be accepted for return.
8. Carriage.
8.1 Carriage is generally calculated on the weight of the goods. 
Handling/freight & delivery. Quoted delivery dates are given in good faith and due to the complexity of our supply chain cannot be 100% guaranteed.
UK: Handling & delivery is calculated on weight/volume/value principles and can be advised prior to dispatch if requested to do so. There is a small order service charge of attracted to all orders of £125.00 net and below. International & Export see below which from time to time will alter. Please see your quote/proforma/invoice for details.
 8.2 Where the Buyer requests delivery to be in a manner other than that selected by the Seller in sub clause (1) above any difference in the price shall be charge to the Buyer's account.
8.3 In all other cases the prices are exclusive of carriage and insurance to the Buyer's premises.
8.4 Export orders shall be charged as agreed.
9. Passing of Property and Risk.
9.1 The Goods shall be at the Buyer's risk as from delivery.
9.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until:
(a) the Buyer shall have paid the price plus VAT in full; and (b) no other sums whatever shall be due from the Buyer to the Seller.
9.3 Until the property in the Goods passes to the Buyer in accordance with clause 9.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall store the Goods (at no cost to the Seller) separately from all other Goods in its possession and marked in such a way that they are clearly identified as the Seller's property.
9.4 Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer's business at full market value for the account of the Seller. Any such sale or dealing shall be a sale or use of the Sellers property by the Buyer on the Buyer's own behalf and the Buyer shall deal as principle when making such sales or dealings. Until property in the Goods passes from the Seller the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and shall not be mixed with other money or paid into an overdrawn bank account and shall be at all material times identified as the Seller's monies.
9.5 The Seller shall be entitled to recover the Price (plus VAT) notwithstanding that the property in any of the Goods hasn't passed from the Seller.
9.6 Until such time as the property in the Goods passes from the Seller the Buyer shall upon request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller. If the Buyer fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and reprocess the Goods. On the making of such request the rights of the Buyer under sub clause 4 shall cease.
9.7 The Buyer shall not pledge or in any way charge by way of security for any indebtedness any of the Goods which are the property of the Seller. Without prejudice to the other rights of the Seller, if the Buyer does so all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.
9.8 The Buyer shall insure the Goods to the full price against "all risks" to the reasonable satisfaction of the Seller until the date that the property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of the insurance. Without Prejudice to the other rights of the Seller if the Buyer fails to do so all sums whatever owing by the buyer to the Seller shall forthwith become due and payable. 10. Defective Goods.
10.1 In substitution for all rights which the Buyer would or might have but for these conditions the Seller undertakes that within three months of delivery of any items of the Goods a serious defect in materials or workmanship appears therein the Seller will pass on to the Buyer to the extent that it is able any benefits obtainable under any warranty given by the Seller's supplier provided that the Goods have been accepted and paid for.
10.2 In order to exercise its rights under this condition the Buyer shall inform the Seller within five days of the date when such defect appeared or ought reasonably to have been discoverable and shall at the Seller's written request return the defective Goods, carriage paid to the Seller's premises.10.3 Nothing herein shall impose any liability upon the Seller in respect of any defect in the Goods arising out of the, omissions negligence or default of the Seller its servants or agents including in particular but without prejudice to the generality of the foregoing any failure by the Buyer to comply with any recommendations of the Seller as to storage and handling of the Goods.
10.4 Where the Goods are for delivery by installments any defect in any of the installments shall not be a ground for cancellation of the remainder of the installments and the Buyer shall be bound to accept delivery thereof.
10.5 Nothing herein shall have the effect of excluding or restricting the liability of the Seller for death or personal injury resulting from its negligence in so far as the same is prohibited by United Kingdom Statute.
11. Buyer's Drawings.
11.1 The Seller shall not be liable for imperfect work caused by any inaccuracies in any drawing bills or quantities or any specification supplied by the Buyer.12. Consequential Loss.
12.1 The Seller shall not be liable for any costs claims for damages or expenses arising out of any tortuous act or omission of any breach of contract or statutory duty calculated by reference to profits income production or accruals or loss of such profits income production or accruals or by reference to accrual or such costs claims damages or expenses on a time basis.
13. Insolvency or other Default of Buyer.
13.1 If the Buyer fails to make payment for Goods in accordance with this contract of sale or commits any other breach of this Contract of sale or if any distress or execution shall be levied upon any of the Buyer's Goods or if the Buyer offers to make any arrangement with its creditors or commits any act of bankruptcy or if any Petition in Bankruptcy is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver administrator or manager shall be appointed over the whole or any part of the Buyers premises or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods shall become immediately payable. The Seller in its absolute discretion and without prejudice to any other right which it may have:
(a) suspend all future deliveries of Goods to the Buyer and/or terminate the contract without liability on his part; and/or
(b) exercise any of his rights pursuant to condition 9.
13.2 The Buyer may not withhold payment of any invoice or other amount due to the Seller by reason of any right of set off or counter claim which the Buyer may have or allege to have or for any reason whatever.
13.3 The Seller shall be entitled to a general lien on all Goods of the Buyer in the Seller's possession (including goods of the Buyer which have been paid for) for the unpaid price of all Goods sold to the Buyer by the Seller under this or any other contract.
14. Limitation of Liability.
14.1 The Seller shall be under no liability to the Buyer for any loss or damage of whatsoever nature and howsoever caused.
14.2 Under no circumstance shall the liability of the Seller exceed the price of the Goods.
15. Representations.
15.1 No statement, description information warranty condition or recommendation contained in any catalogue price list advertisement or communication or made verbally by any of the agents or employees of the Seller shall be construed to enlarge vary or override in any way any of these conditions.16. Force Majeure.
16.1 The Seller shall not be liable for any default due to any act of God, war, strike, lock out, industrial action, fire ,flood ,drought ,tempest , reduction in or unavailability of power at manufacturing plant, or breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources of supply or any other event beyond the our control.
17. Cancellation.
17.1 Cancellation save as provided in conditions 13 and 19 hereof Contract may not be cancelled except by agreement in writing of both parties upon payment to the Seller of such amount as may be necessary to indemnify the Seller against all loss resulting from the said cancellation.18. Sub Contracting.
18.1 The Seller may license or sub contract all or any part of its rights and obligations under this contract without the Buyer's consent.
19. Headings.
19.1 All headings are for ease of reference only and shall not affect the construction of this Contract.
20. Proper Law.
20.1 The Contract is subject to the law of England and Wales which shall be deemed to have been made in England and the parties agree to submit to the jurisdiction of the Courts of England and Wales.

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