Catalogue - Flipbook - Page 154
Application and Entire Agreement
36. We will be under no liability or further obligation in relation to the Goods if:
1. These Terms and Conditions will apply to the purchase of the goods detailed in our quotation (Goods) by the buyer (you) from Star
Linen UK Ltd a company registered in England and Wales under number 10336684 whose registered office is at Unit 1 Withey Dyffryn
Court, Dyffryn Business Park, Ystrad Mynach, CF82 7TT (we or us).
a. if you fail to provide notice as set above; and/or
b. you make any further use of such Goods after giving notice under the clause above relating to damages and shortages; and/or
c. t he defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and
maintenance of the Goods; and/or
2. These Terms and Conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of
any delivery of the Goods (whichever happens earlier) and will constitute the entire agreement between us and you.
d. the defect arises from normal wear and tear of the Goods; and/or
3. These Terms and Conditions and the quotation (together, the Contract) apply to the purchase and sale of any Goods between us
and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or
course of dealing.
e. t he defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or
agents or any third parties.
37. You bear the risk and cost of returning the Goods.
Interpretation
38. Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within 1 day after delivery.
4. A “business day” means any day other than a Saturday, Sunday or bank holiday.
TERMS & CONDITIONS
Risk and Title
5. The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
39. The risk in the Goods will pass to you on completion of delivery.
6. Words imparting the singular number include the plural and vice-versa.
40. Title to the Goods will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Goods and/or (b)
any other goods or services that we have supplied to you in respect of which payment has become due.
Goods
7. The description of the Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the
quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us.
Descriptions of the Goods set out in our sales documentation are intended as a guide only.
41. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods
separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the
Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
8. We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory
or regulatory requirements.
42. As long as the Goods have not been resold, or irreversibly incorporated into another product and without limiting any other right
or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your
premises or of any third party where the Goods are stored in order to recover them.
Price
8. The price (Price) of the Goods is set out in our quotation current at the date of your order or such other price as we may agree in
writing.
Termination
43. We can terminate the sale of Goods under the Contract where:
12. If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs,
alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
a. you commit a material breach of your obligations under these Terms and Conditions;
b. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any
other statutory provision for the relief of insolvent debtors;
12. Any increase in the Price under the clause above will only take place after we have told you about it.
12. You may be entitled to discounts. Any and all discounts will be at our discretion.
c. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with
your creditors; or
13. The Price is exclusive of fees for packaging and transportation / delivery.
14. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
d. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver, manager, administrator
or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with
the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your
directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution
is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any
proceedings are commenced relating to your insolvency or possible insolvency.
Cancellation and alteration
15. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration
without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
16. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 30
days only from the date shown in it unless expressly withdrawn by us at an earlier time.
Limitation of Liability
17. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the quotation.
44. Our liability under the Contract and in breach of statutory duty and in tort, misrepresentation or otherwise will be limited to this
clause.
Payment
45. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied
by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent
permitted by law.
19. We will invoice you for the Price either:
a. on or at any time after despatch of the Goods; or
b. where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we have
notified you that the Goods are ready for collection or we have tried to deliver them.
46. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in
obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
19. You must pay the Price within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us.
47. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
20. You must make payment even if delivery has not have taken place and / or that the title in the Goods has not passed to you.
48. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
21. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other
rights or remedies for statutory interest, charge you interest at the rate of 3% per annum above the base rate of the Bank of England
from time to time on the amount outstanding until you pay in full.
a. any indirect, special or consequential loss, damage, costs, or expenses; and/or
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or,
other third party claims; and/or
22. Time for payment will be of the essence of the Contract between us and you.
c. a ny failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
23. All payments must be made in British Pounds unless otherwise agreed in writing between us.
d. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
24. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except
as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify
withholding payment of any such amount in whole or in part.
e. a ny loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
49. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by
our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent
misrepresentation.
Delivery
25. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree
in writing.
Communications
50. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly
authorised officer of that party).
26. If you do not specify a delivery address or if we both agree, you must collect the Goods from our premises.
27. Subject to the specific terms of any special delivery service, delivery can take place at any time of the day and must be accepted at
any time between 8am to 8pm.
51. Notices will be deemed to have been duly given:
a. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the
recipient;
28. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
a.store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to,
transportation, storage and insurance; and / or
b. when sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c. on the fifth business day following mailing, if mailed by national ordinary mail; or
b. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
d. on the tenth business day following mailing, if mailed by airmail.
c. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the
Goods.
52. All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to
the other party.
29. If redelivery is not possible as set out above, you must collect the Goods from our premises and will be notified of this. We can charge
you for all associated costs including, but not limited to, storage and insurance.
Circumstances Beyond the Control of Either Party
30. Any dates quoted for delivery are approximate only and the time of delivery is not of the essence. We will not be liable for any delay
in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery
instructions or any other instructions that are relevant to the supply of the Goods.
53.Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any
cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service
provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or
any other event that is beyond the control of the party in question.
31. We can deliver the Goods by instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any
delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
No Waiver
Inspection and Acceptance of Goods
54. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the
same or any other provision.
32. You must inspect the Goods on delivery or collection.
33. If you identify any damages or shortages, you must inform us in writing within 3 days of delivery, providing details.
Severance
34. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have
carried out an inspection.
55. If one or more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall
be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
35. Subject to your compliance with this clause and/or our agreement, you may return the Goods and we will, as appropriate, repair, or
replace, or refund the Goods or part of them.
Law and Jurisdiction
56. These Terms and Conditions are governed by and interpreted according to English law. All disputes arising under these Terms and
Conditions are subject to the exclusive jurisdiction of the English courts.
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