STANDARD CONDITIONS OF TRADING
Definitions
1. In these terms and conditions the following expressions shall bear the following meanings:
a) The Company” means Fabuline Limited or any Group Company and any reference to things done by
the Company shall include those things done on its behalf.
b) ‘The Goods’ means all or any part of (as appropriate) the items specified overleaf (or part thereof).
c) The Purchaser” means the person to whom this Contract is addressed and shall include (i) any other
person(s) to whom the invoice or invoices issued pursuant to this is/are addressed and (ii) the
successors in title to the person to whom This Contract is addressed and other such person as
aforesaid. The Purchaser shall include any agent acting on behalf of the Purchaser.
d) “The Consignee” means the person to whom the goods are to be delivered in accordance with the
details set out overleaf of any other person to whom the Company agrees to deliver the Goods.
e) “Person” includes any one or more individuals. Partnerships, limited or unlimited companies or any
other body of persons or any combination thereof and where appropriate references to the singular shall
include the plural or vice versa.
f) “Actual Delivery” or “Delivery” includes the Posting/handling to the Purchaser or the consignee of the
Company’s Delivery order.
Entire Contract
2. The terms and conditions set out herein are the entire terms and conditions of the contract relating to
the Goods made between the Company and the Purchaser, both of whom are dealing as principals in
relation to this contract unless otherwise specified overleaf. The terms and conditions of this contract
shall not include any terms and conditions proposed by the Purchaser which are either wholly or partly
inconsistent with or additional to the terms and conditions set out herein.
Representations, Warranties and Descriptions
3. Unless set out overleaf. no express warranty concerning the state, condition or quality of the Goods
is or has been given by or on behalf of the Company to the Purchaser.
4. If the Purchaser has had a reasonable opportunity to examine the Goods prior to the date hereof, the
Company shall be entitled to assume that the Purchaser has relied entirely on such examination to the
exclusion of all descriptions, warranties or representations expressed or implied relating to the Goods
and the Purchaser shall be deemed to accept and agree to take the Goods as he finds them.
5. All goods are sold by description in accordance with the description set out overleaf unless a sample
or pattern has been produced at the time of the agreement and the transaction is described on the face
of this agreement as a sale by sample.
Purchaser’s Instructions
6. Where the Purchaser has requested the Company to Supply goods specially manufactured for the
Purchaser’s particular requirement or goods of abnormal or unusual specifications no condition or
warranty is given in respect of such goods as to their standard or quality or manufacture.
Delivery or taking goods available collection
7. The date or time of delivery of the goods specified in this Contract or otherwise agreed between the
Company and the Purchaser shall not be of the essence of this contract and unless otherwise specified
overleaf the Goods may be delivered by or on behalf of the Company in more than one consignment.
8. All deliveries must be taken up by the Purchaser (or Consignee as appropriate) at the time of actual
delivery by or on behalf of the Company and any failure to do so shall entitle the Company at their option
to change the Purchaser with any insurance, carriage, storage or other charges or costs arising there
from and/onto cancel this contract in whole or in part without prejudice to any other rights of the
Company.
9, Where it is necessary for the Purchaser or another person on his behalf to supply particulars or
materials or to do any other act (including but without prejudice to the generality of the foregoing the
provision of satisfactory letters of credit or other documents or references) in order to enable or allow the
Company to deliver the Goods or part thereof, the Purchaser shall do so within the time limits specified
overleaf or if none within a reasonable time (not more than 3 months from the date hereof) and failure to
do so shall entitle the Company to cancel this contract in whole or in part but such cancellation shall be
without prejudice to any other rights of the Company.
10. The Company shall be deemed to have complied with its obligations hereunder if, the items actually
delivered comprise
10% more or less (or, are written any greater margin in customary tolerances as to quantity) than the
amount set out overleaf. The Purchaser shall be bound to accept the quantity of goods actually delivered
within such margins as aforesaid and shall pay for the quantity actually delivered at the contract rate.
11. The Company shall have complied with all its obligations as to delivery if the Goods are handed over
to a responsible looking person appearing to represent the Purchaser or the Consignee, as appropriate,
and whether or not the delivery note issued by the Company or the carrier or copy thereof is signed by
such person and the Company shall have no further liability or obligation to the Purchaser in respect of
proper delivery of the Goods.
12. The Purchaser shall:
a) In the case of non-delivery of the Goods notify the Company in writing within 6 days of the date of
dispatch or within 4 days of the date of the relevant invoice whichever is the sooner and if the Purchaser
is aware of the name of the carrier, inform the carrier in writing of non-delivery within 7 days of the date
of dispatch, or
b) In the case of damage to or defects in or partial loss or short delivery of the Goods or damage to the
packaging, notify the carrier and the Company in writing (otherwise than by a qualified signature on a
delivery note) within 3 days of the date of delivery, and the Purchaser shall enter an appropriate
endorsement on the delivery note and/or receipt to the carrier.
Risk and Title
13. Notwithstanding condition 14 below, the risk of loss or damage to the Goods or part thereof shall
pass to and thereafter remain with the Purchaser at the time the Goods are handed over to the person
referred to in condition 11 above.
14.
a) Where this contract is one for the sale of Goods the legal and beneficial ownership in the Goods
shall remain with the Company and shall not pass to the Purchaser until such time as the Purchaser has
paid to the Company in full all amounts owing (irrespective of the dates when such amounts are
payable) by the Purchaser to the Company, both in respect of this Contract and also in respect of all
other contracts made prior to or subsequently to this contract between the parties hereto.
b) Until such time as the Purchaser has paid the Company all such amounts as are referred to in a)
above, the Purchaser shall hold the goods and the proceeds of the sale of the goods to any third party in
a fiduciary capacity for the account and benefit of the Company.
c) For the avoidance of doubt, it is hereby agreed and declared that unless otherwise specified
overleaf this Contract is not) and shall not by virtue of this or any other clause be construed as) a
contract for sale or return.
d) The Purchaser hereby agrees that until the Goods become the property of the Purchaser in
accordance with this clause the Purchaser will store the Goods in such way as to make them easily
identifiable as the property of the Company and will take all necessary steps to ensure that they are
maintained in good condition.
Payment
15. The terms of payment shown overleaf shall be of the essence of this Contract and any discount
offered shall only be
Available if payment of the whole amount is made within the discount period specified overleaf.
16. without prejudice to any other remedies of the Company for the late payment and irrespective of
whether payment has
Been formally demanded, the Purchaser shall be liable to pay the Company charges in respect of late
payment at the rate of
2% per month or part thereof.
17. The Purchaser shall not be entitled to delay or withhold any claim, and set off against any payment
due under this or any other Contract, either in respect of any claim or complaint which he may have in
respect of the Goods or for any other reason Whatsoever unless such delay withholding or set off is
agreed in writing by the Company.
Claims and Returns
18.
a) The Purchaser shall examine the Goods thoroughly immediately upon receipt and in any event prior
to any type of usage b) The Purchaser shall not raise any complaint or claims or be entitled to request or
return any of the Goods or to any set-of or reduction in the price hereunder in respect of any alleged
defects in damage to or unsuitability of the Goods or any other matter whatsoever more than 14 days
after the date of the relevant delivery note, no claim shall be made later than 14 day after the earliest
time at which inspection is reasonably possible, such time in any event not to be more than 6 months
from 1h date of the delivery note applicable.
Lien and Cancellation
19. Until payment together with any charges: thereon and other charges relative thereto) has been made
in full by this Purchaser, the Company shall have a general lien for all such sums over any goods or
materials owned by the Purchaser which are at any such time in the possession of the Company
whether under the terms of this or any other Contract.
20. The Purchaser hereby irrevocably appoints the Company to act as its agent in selling the goods or
materials subject to the lien as aforesaid at whatever price the Company deems reasonable and at any
time after a) the lien has arisen and b) the Company has given to the Purchaser seven days written
notice of its intention to sell and to apply the proceeds of such sale first in the payment of all fees and
expenses in relation thereto and secondly towards the reduction or discharge of all sum due hereunder
from the Purchaser to the Company.
21.
a) If either )I) the Company shall become aware of any of the events set out in sub clause b) hereof or
by any payment whether of principal or part thereof payable under this contract or of charge as herein
provided by otherwise due from the Purchaser to the Company hereunder, shall become due and remain
unpaid or (ii) whereby the goods from the subject matter of more than one contract between the parties
hereto and any payments whether of principal or charge or otherwise) under any such contract relating
to the Goods or part thereof shall become due and remain unpaid or (iv) any payment due from the
Purchaser to the Company under any other contract between them (whether of principal charge or
otherwise) shall or shall have become due and remain unpaid, then, in any such event, the Company
shall be entitled at ifs entire discretion to suspend this contract or subject as mentioned below to treat
this contract as wrongfully repudiated by the Purchaser for in either case such part of this contract as
then remain unexecuted) without prejudice to any other remedies of the Company provided that prior to
cancelling this contract or such part thereof as remains unexecuted by reason of (ii), (iii) or (iv) above,
the Company or some person on its behalf shall send to the Purchasers a written demand for payment
giving the Purchaser (without prejudice to any accurate of charges) 7 days within which to make the
payment demanded.
b) The events referred to in sub clause a) i) above shall be any of the following events: i) the Purchaser
being an individual committed an available act of bankruptcy of (ii) the Purchaser being a partnership.
One or more of the individual member:
(if any) committing an available act of bankruptcy or any one or more of the corporate members if any)
being in the circumstances referred to in (iii) below or (iii) the Purchaser being a company, a petition
being presented for the winding-up of the Purchaser or notices being issued to the members and
creditors for the purpose of considering a resolution for a connected with the winding-up of the
Purchaser (other than merely for the purpose of reconstruction or amalgamation) or (iv) the Purchaser
making any composition or arrangement with its creditors or a receiver or manager being appointed
thereto for any purpose whatsoever or )v) the Purchaser ceasing or threatening to cease carrying on
business for any reason whatsoever o (vi) distress or execution being levied against any of the assets of
the Purchaser or (vii) a cheque or bill being issued by this Purchaser not being met by the bank or
person on whom such cheque or bill is drawn or (viii) the Company having good reason to believe that
the Purchaser is or has or is likely to become unable to pay its debts as they fall due.
c) If any of the events referred to in sub clause a) above should take place then and in any such case
the Company shall be entitled forthwith with or without employees representatives or agents to enter
peacefully upon the premises of the Purchase )or if appropriate the consignee or any other appropriate
party) for the purpose of identifying, marketing, retrieving and removing all or any of the Goods or any
other goods supplied by the Company to the Purchaser and which in either case remain wholly or in part
the property of the Company by reason of Clause 14 hereof or any similar clause in any other contract
between this Company and the Purchaser and this contract shall constitute an irrevocable license by the
Purchaser to the Company and of such purpose as aforesaid.
d) If any payments whether of the principal or part thereof or of charge payable under this contract by
the Purchaser to that Company shall become due and remain unpaid and shall remain in arrears seven
days after written demand thereof has beer sent by or on behalf of the Company to the Purchaser, then
the Company shall be entitled forthwith at its entire discretion ft suspend or cancel all or any part of (so
far as the same remains unexecuted) any contract then outstanding between this Company and the
Purchaser.
22. In the event of any suspension or cancellation of this contract or any other action taken by the
Company the pursuant the condition 21 above, the Purchaser shall reimburse and indemnity the
Company with and in respect of all expenses relative thereto (including storage costs, further charges,
carriage and other legal charges and professional fees) and with any loss of profit which the Company
shall sustain in connection therewith.
23. For the avoidance of doubt it is hereby declared that the rights of the Company set out herein are
additional to its general rights and remedies.
General
24. Failure by the Company to insist upon its full rights as set out under this contract shall not be
deemed or construed as variation or waiver by the Company of its standard conditions of trading under
this or any other contract between the Company and the Purchaser but these conditions shall remain full
operative as the only basis on which the Company trades and that Company shall be entitled to assume
that any future orders made by the Purchaser after the date hereof (whether or not similar to the order
referred to overleaf) are made upon three standard conditions of trading.
25. The Company shall not be liable for any failure to fulfill in whole or in part any of its obligations
hereunder where such failure is caused or precipitated by governmental discretion, embargo or order,
quota restrictions, armed conflict, short time breakdowns, strikes, lockouts, delays by sub-contractors,
commotion or civil disturbance, act of God, riot, tempest, flood, fire shortage of materials or labour, lack
of availability of carriage or other circumstances beyond the reasonable control of the Company and in
any such event the Company shall be entitled to suspend, terminate or alter this contract in a reasonable
manner by reasonable notice to the Purchaser.
26. The Company shall be entitled to alter the prices or any other matter set out overleaf in respect of
such part of the Good:
as remain undelivered if it considers it reasonably necessary as a result of the Companys costs
increased owing to any the matters referred to in condition 25 above, or any increase in customs excise
or other duties, any rise in the cost materials used, increase in wages, freight rates, insurance
premiums, currency fluctuations of any other production or delivery costs increases or other
circumstances after the date hereof not within the reasonable control of the Company.
27. Any concession, latitude, waives or allowance of time expressly or impliedly granted by the Company
to the Purchaser ii relation to this contract, shall not prejudice the Company with regard to ifs
subsequent enforcement of the terms of the contract as originally drawn.
28. This contract shall not be assigned or sublet by the Purchaser without the written consent of the
Company.
29. The headings herein shall not affect the Interpretation of these terms and conditions.
30. The construction validity and performance hereof shall be governed by the laws of England and all
disputes which may arise under out of or in connection or in relation to this contract may be submitted to
arbitration of the Manchester Chamber of Commerce, or proceedings taken in the High Court of Justice,
Manchester District Registry. Or the Manchester County Court, which courts shall have jurisdiction, at
the company’s absolute discretion. The parties hereto agree that the service any notice in the course of
such arbitration at the addresses given overleaf shall be valid and sufficie