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Sunshine Soul Limited General Conditions of Sale Unit 2 Jubilee Trading Estate, East Tyndall Street, Cardiff, CF24 5EF Company Registration Number 1282527 August 2011
(b) The price payable for goods shall unless otherwise stated by the Company in writing shall be the list price of the Company current at the date of despatch.
(c) All prices are exclusive of Value Added Tax and this will be charged at the applicable rate and recoverable by the Company in addition to the price.
(d) The Purchaser must notify the Company of all invoiced price discrepancies within 14 working days of the date of invoice.
(e) All prices are subject to revision at any time in the event of any rise or fall in any relevant exchange rate affecting the Company?s cost of performing an order (and in the event of an increase caused by any other circumstances beyond the Company?s control) and the Company reserves the right to revise prices for goods correspondingly. The Company will endeavour but does not guarantee to give the Purchaser reasonable notice of any such increases.
(g) No style, material or design, or any other matter is considered „exclusive? to the Purchaser unless stated by us in writing.
(h) Variation in the shade of cloth at dyers or printers normal variation levels will be allowed as acceptable and will not give rise to cancellation or alteration of the order, or to any claim by the Purchaser.
(b) The Purchaser shall not be entitled to withhold payment (in whole or in part) for goods on the grounds of any dispute or claim unless the Company recognises the same and agrees to such retention.
(c) Time for payment shall be of the essence of the contract.
(d) Without prejudice to any other rights it may have the Company is entitled to charge interest at 8% above the current Bank of England base rate on any overdue payments.
(e) Additionally and without prejudice to its other rights the Company shall be entitled to recover all direct expenses reasonably incurred by the Company in collecting or attempting to collect any overdue payments.
(f) If the Purchaser fails to make any payment when due in accordance with these General Conditions of Sale, the Company reserves the right in its absolute discretion and without prejudice to any of its other rights or remedies to suspend all further deliveries until such payment has been made in full together with any other amounts owing to the Company whether the due date has been reached or not, if so requested by the Company or, at the Company?s option, to cancel the balance of the order. In either case the Company shall hold the Purchaser liable for costs incurred in respect of goods ready for despatch.
(b) Unless otherwise stated in writing the Company shall be entitled to make partial deliveries of the goods.
(c) If the goods do not conform to the delivery note the Purchaser must notify the Company within 2 days of the receipt of the delivery note. A copy of the delivery note must accompany the claim.
(d) Where a Proof of Delivery is required, the Purchaser must give the Company a written request within 30 days from the date of the invoice relating to the consignment in question. Where such a request is not made within the specified time, the Purchaser will be assumed to have received the complete consignment referred to on the invoice.
(b) Faulty goods should only be returned with the written consent of the Company with agreement as to whether the goods shall be credited or replaced free of charge. The Company shall also be given a reasonable opportunity to examine any alleged defect.
(c) The Company at its absolute discretion may from time to time accept the return of goods in an undamaged and re-saleable condition due either to seasonal demand or other market conditions.
(d) As well as damage to the goods themselves, stock will be deemed un-saleable and therefore unacceptable for return if the labels and tickets provided at the time of delivery are either missing, damaged or defaced in any way.
(e) Goods (with the exception of faulty items) will not be accepted for return if the Purchaser has either ceased or intends to cease trading with the Company.
(f) A Re-Stocking charge will be payable by the Purchaser in the event of a consignment being refused delivery when delivery arrangements were made by the Company and the Purchaser notified of such. This charge shall also apply when a consignment is uplifted as not required, but a valid order was received. The charge payable will be £20 per box up to a maximum charge of £200.
(g) Unless otherwise agreed in writing the Company will not accept any returned goods that are older than 6 months from the date of invoice.
(h) Should any goods delivered be faulty, our liability shall be limited to the invoice value of the actual defective goods and shall not include or extend to any further direct, indirect or consequential loss or damage or loss of profit which the Purchaser may incur. We shall be at liberty to replace any such faulty goods with similar goods of the correct standard. Our liability shall cease entirely if such faulty goods are disposed of without our consent.
(b) 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 Purchaser until the Company 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 Company to the Purchaser for which payment is then due.
(c) Until such time as the property in the goods passes to the Purchaser, the Purchaser shall hold the goods as the Company’s fiduciary agent and bailee, and shall keep the goods separate from those of the Purchaser and third parties and properly stored, protected and insured and identified as the Company’s property, but shall be entitled to resell or use the goods in the ordinary course of its business.
(d) Until such time as the property in the goods passes to the Purchaser (and provided the goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Purchaser to deliver up the goods to the Company and, if the Purchaser fails to do so forthwith, to enter upon any premises of the Purchaser or any third party where the goods are stored and repossess the goods.
(e) The Purchaser 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 Company, but if the Purchaser does so all monies owing by the Purchaser to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
(a) This Clause applies if:
(i) The Purchaser becomes insolvent or makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
(ii) An encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Purchaser; or
(iii) The Purchaser ceases, or threatens to cease, to carry on business; or
(iv) The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.
(b) If this Clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the Purchaser, 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.
(c) If this Clause applies then the Purchaser shall have a duty to immediately bring to the notice of any receiver administrator or any such person or persons appointed the existence of and content of Clause 10 of these General Conditions of Sale (Property and Risk) and the rights of the Purchaser to use or trade on the Company’s goods is immediately terminated and any such receiver, administrator or other person or persons appointed will not be entitled to use or to trade on the Company’s goods unless so authorised in writing by the Company.