Terms and Conditions

Sunshine Soul Limited General Conditions of Sale Unit 2 Jubilee Trading Estate, East Tyndall Street, Cardiff, CF24 5EF Company Registration Number 1282527 August 2011

GENERAL – In these General Conditions of Sale, the “Company” shall mean Sunshine Soul Limited; the “goods” means any item of whatsoever nature which is to be sold or supplied by the Company including services; the “Purchaser” means the person, firm or body corporate which buys or has agreed to buy the goods. These General Conditions of Sale shall apply to and form part of every contract of sale entered into by the Company and shall supersede all such previous conditions. All orders are accepted and executed on the understanding that the Purchaser is bound by these General Conditions of Sale which shall govern the contract to the exclusion of any other terms and conditions subject to which any such order is accepted or purported to be accepted, or any such order is made or purported to be made, by the Purchaser. No contract of sale shall come into being unless and until the Purchaser has accepted these General Conditions of Sale either expressly or by implication.
SPECIFICATION & PRICES – (a) All information and descriptions (including particulars of size & colours) given or specified by the Company in respect of goods sold are approximate only unless otherwise stated, and the Company accepts no liability in respect of the same.

(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.

PAYMENT – (a) Unless otherwise agreed in writing payment is due without deduction 30 days following the date of invoice.

(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.

(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.

CARRIAGE – In all cases the prices are exclusive of carriage to the Purchaser‟s premises unless agreed in writing.
LOSS OR DAMAGE IN TRANSIT – The Company shall replace free of charge goods damaged in transit or not delivered in accordance with the Delivery Note provided that the Company is given written notification of such damage or nondelivery within 7 days that will enable the Company to comply with the carrier‟s conditions of carriage as affecting loss or damage in transit.
DELIVERY & PROOF OF DELIVERY – (a) Unless accepted by the Company in writing all times or dates for delivery of the goods are given in good faith but are approximate only and shall not be of the essence of the contract.

(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.

RETURN OF GOODS – (a) For each consignment of goods that are to be returned, a credit reference number is to be obtained from the Company and marked on all associated paperwork and packages. Goods without a valid credit reference number will not be accepted.

(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.

DISCOUNTS – Discounts may be offered to the Purchaser either by line on the invoice or by settlement. If a settlement discount is offered it may only be deducted from the total due if payment is received by the Company within terms. Only when an invoice is held in query and the Company has been notified of such in writing may a discount be taken once the payment terms for that invoice have been exceeded. Payments received by the Company after the terms of payment have been exceeded do not qualify for this type of discount.
FORCE MAJEURE & OTHER CIRCUMSTANCES – The Company shall be entitled without liability on its part and without prejudice to its other rights, to terminate the contract or any unfulfilled part thereof, or at its option to suspend or make partial deliveries or extend the time or times for delivery, if the manufacture of the goods by the Company or the Company’s suppliers, or the delivery of the goods or the performance by the Company of any of its obligations under the contract is hindered or delayed whether directly or indirectly by reason of the Purchaser failing to furnish necessary instructions or information, or by war or other hostilities, civil commotion, act of God, government action or legislation, interruption of transport, strike, lock-out or other form of industrial action (including, without limitation, labour disputes with the Company’s or any sub-contractor’s employees), accidents or stoppages to works, shortage of labour materials equipment fuel or power, breakdown of machinery or any other cause whatsoever beyond the reasonable control of the Company or its sub-contractors, whether or not such cause exists at the date of the order.
PROPERTY & RISK – (a) Risk of damage to or loss of the goods shall pass to the Purchaser in the case of goods to be delivered otherwise than at the Company’s premises, at the time of delivery, or, if the Purchaser wrongfully fails to take delivery of the goods, the time when the Company has tendered delivery of the goods.

(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.

INSOLVENCY OF PURCHASER

(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.

LAW – All contracts to which these General Conditions of Sale apply shall be governed by and construed in accordance with English Law.