TERMS AND CONDITIONS OF SALE
LANCASHIRE SOCK MANUFACTURING COMPANY
(i) "The Company" shall mean Lancashire Sock Manufacturing Company.
(ii) "The Customer" shall mean the person, firm or company with whom any contract to sell Goods or perform Services as agreed is made by the Company whether directly or indirectly through an agent or factor who is acting for or instructed by any such person, firm or Company or whose actions are subsequent to the Contract ratified by the actual customer.
(iii) "The Conditions" shall mean the Company's general terms and conditions of offer and sale and/or to perform services set out below.
(iv) "The Contract" shall mean the agreement between the Company and the Customer for the sale and purchase of the Goods and/or the performance of the Services including therein the Conditions and all other documents to which reference may properly be made in order to ascertain the rights and obligations of the parties under the said agreement.
(v) "The Goods" shall mean the article or articles or any of them described in the Contract to be sold or supplied by the Company or articles described as aforesaid in respect of which services (as hereinafter defined) are provided by the Company.
(vi) "Services" shall mean any work or labour done or service rendered by the Company for or on behalf of the Customer.
(vii) "Materials" shall mean any article supplied by the Customer to the Company for the performance of Services by the Company.
2. OFFER AND ACCEPTANCE
2.1. The Company's quotation shall constitute an offer to supply Goods and/or perform Services.
2.2. An order placed by the Customer in response to a quotation shall only be binding on the Company if accepted by the Company in writing. Notwithstanding that the order form or other document whereby the Customer places his order with the Company may contain or refer to printed documents or conditions inconsistent with or differing from these Conditions, such order form or other document shall, unless the same be accompanied by a separate letter expressly requesting the Conditions be varied or supplemented in such specific respect or respects as may be particularised in such letter, be deemed to constitute an unqualified acceptance of the Conditions, which shall apply to the exclusion of any other such printed terms or conditions as aforesaid.
2.3. No variation, waiver or supplement to the Conditions shall be binding on the Company unless expressly accepted by the Company in writing.
2.4. An order must be placed by the Customer in response to a quotation within twenty eight days of the date of the quotation, failing which the quotation shall be deemed to have been withdrawn.
2.5. No agent, representative or employee of the Company below the level of Director has the power to accept any variation, waiver or supplement to these Conditions.
3. FITNESS TO PROCESS AND RIGHT TO REFUSE TO PROCESS
3.1. It is the responsibility of the Customer to ensure that Materials submitted are fit for processing and free from any defects either in themselves or such that might be detrimental to the process. The Company reserves the right to refuse to process the Materials and at its absolute discretion to discontinue the processing of any Materials. Neither the acceptance of an order nor the receipt of Materials from the Customer for processing constitutes an admission on the Company's part that the materials are suitable for processing. The Company accepts no responsibility whatsoever for processing of materials the length of which is less that 95 metres. In the case of Services to be rendered by the Company upon Materials the Customer undertakes and warrants that it has a good title to such Materials and that the Customer will indemnify the Company against all claims whatsoever by any person claiming an interest in such Materials. Where the Customer has supplied a sample of Materials to the Company the Customer warrants that subsequent bulk deliveries of Materials will match the sample.
3.2. In so far as any provisions of the Contract are based on information given by the Customer to the Company the Customer warrants to and covenants with the Company that such information is correct and accurate.
3.3. Any inspection carried out by the Company on the Materials before processing is for control by the Company only and the Company does not accept responsibility if such Materials are unsuitable for processing. If as a result of any inspection carried out before processing the Materials are found to be unsuitable for processing then the Company shall be entitled to make a reasonable charge to the Customer for this operation and for administration and carriage.
4. CUSTOMER'S MATERIALS The Company will not be liable for loss or damage to Customer's Materials while in its possession occasioned by fire, lightning, explosion, storm, bursting or overflowing of watertanks, apparatus or pipes or thefts (following forceable entry or exit from the premises) howsoever caused and in any other case shall be liable only for such loss or damage as is caused by wilful default or negligence of the Company its servants or agents. In any such case the Company's liability shall not exceed the value of the Materials. The Company is not responsible for insuring the Customer's Materials unless it has expressly agreed to do so in writing.
5. PROCESS TOLERANCES AND PRICE VARIATION
5.1. Losses due to shrinkage (and other factors) of up to 5% in length and 80mm for edge trimming can occur during processing of Customer's Materials. No claims can be entertained for processing losses up to these amounts. Unless otherwise stated on each piece of Materials and on its supporting documentation, the Company shall assume that the Materials received by the Company shall be rolled with the face side inside. If specific widths and lengths are not stated on each piece of Materials or on its supporting documentation, the Company's certificate as to the width and the length of the Goods shall be binding on both parties. A tolerance of 10% under gauge or 20% over gauge will be allowed on all foam orders. It is the Customer's responsibility to ensure that any Materials supplied for processing are able to withstand 160o-180o Centigrade for prolonged periods and the Company shall not be liable for any scorching or melting or any other loss or damage caused by the above heat. The Company shall not be responsible for creases in the Goods attributed to Customer's Materials not being rolled or not being rolled properly.
5.2. Prices quoted are those ruling at the date of quotation. The Contract price will be the Company's current price for the Goods or Services to be supplied ruling at the date of despatch of the Goods or completion of the Service.
6. COPYRIGHT PATENTS DESIGNS
The Customer shall hold the Company indemnified in respect of any claim cost expense or loss in respect of any patent copyright design or trademark registration or any similar form of protection in respect of the production or sale of any of the Goods specified or authorised by the Customer. The Company gives no warranty (and none shall be implied) that the Goods or their sale or use shall not infringe copyright patent design or trademark registration or other similar forms of protection belonging to any third party. Sale of the Goods shall not imply or include the sale assignment or passing of any copyright to Customer.
7. DELIVERY DATES AND DELIVERY
7.1. Periods and dates of delivery quoted by the Company shall be deemed to be approximate only and not of the essence of the Contract. Periods of delivery shall commence on the date of the Company's acceptance of the Customer's official order or subsequent delivery of all the Materials to the Company by the Customer but not before all conditions agreed upon or otherwise required have been complied with by the Customer and all particulars allowing the Company to proceed have been clarified.
7.2. All periods and dates for delivery shall refer to the date whichever is the earlier of delivery of the Goods to the Customer at the Customer's premises or at such other premises as shall be agreed between the Customer and the Company or notification to the Customer that the Goods are ready to be released to the Customer, or delivery of the Goods to a Carrier nominated or agreed with the Customer (in the absence of specific instructions from the Customer the Company may nominate a Carrier). The Customer shall bear all transport, storage, insurance and forwarding costs unless otherwise agreed.
7.3. Periods and dates of delivery shall be extended - without prejudice to the Company's rights towards a defaulting buyer - by such periods as the Customer remains in default under this or any other contract between the parties.
7.4. The Customer is required to acknowledge receipt of all Goods by signing the appropriate delivery note. The delivery note, duly signed shall then be forwarded to the Company at the risk of the Customer. If deliveries are delayed upon the Customer's request or as a result of delayed payment by the Customer, or delayed delivery instructions, then the Customer shall be charged storage costs for every day or part thereof from 7 days after notice that the Goods are ready for delivery and from such date the Customer shall be liable for all loss or damage to the Goods however caused (including loss or damage caused by the negligence of the Company or its servants or agents). The Company, after the expiration of an agreed or a reasonable time limit (which shall be set by the Company) may (without prejudice to any other rights of the Company).
(a) deliver the Goods to the Customer in accordance with Clause 7.2 above, or
(b) disposal of the Goods ordered at the best price reasonably obtainable (including for the value of the Goods as waste).
7.5. The Company will use its best endeavours to meet periods and dates of delivery and the Customer shall not be entitled to refuse delivery on account of delay.
8. VARIATION OF ORDERS
Any order, once accepted, can only be varied with the consent of the Company and the Company reserve the right in such circumstances to vary the price and delivery period.
9.1. Unless otherwise agreed in writing by the Company, payment is due in full by the 20th day of the month, following the month in which the Goods are ready for delivery to the Customer. Without prejudice to any other rights, the Company is entitled to charge interest at the rate of one and a half per cent per calendar month on any payment outstanding beyond the stated payment date.
9.2. Time of payment shall be of the essence.
9.3. The Customer shall pay the price of the Goods (including any increased price pursuant to Clause 5.2 hereof) without any deduction whether by way of set-off counterclaim or otherwise howsoever.
9.4. Unless otherwise stated in the quotation the contract price is deemed to exclude Value Added Tax. To the extent that the Tax is properly chargeable on the supply to the Customer of any Goods or Services provided by the Company under the contract, the Customer shall pay such taxes as an addition to payments otherwise due to the Company under the Contract.
10. LOSS, DAMAGE OR DEFECTS
10.1. The Company shall not be liable for any loss or non-delivery of the Goods, or for any damage to the Goods during carriage, delivery, loading or unloading, unless the Customer formally notifies the Carrier and the Company in writing of such occurrence giving full particulars thereof within a period of 10 days from the date of the Company's invoice or delivery note in respect of non-delivery and within three days of receipt of the Goods in respect of damage or shortage.
10.2.(a) Save for representations specifically made to the Customer in the Contract or a letter (other than a circular letter) from the Company, the Customer shall not rely upon any representation made in relation to the Goods and all rights on the part of the Customer for recission for misrepresentation whatsoever are hereby expressly excluded.
(b) All conditions and warranties whether statutory or otherwise and whether expressed or implied in the Contract or in any contract or document collateral or antecedent thereto (whether in relation to the fitness of the Goods for any particular purpose or the description state quality or condition of the Goods on delivery or at any other time or otherwise) are hereby expressly excluded.
10.3. The Company will, subject to sub-paragraph 5 of this condition, replace or make good at its sole option any Goods manufactured by the Company and supplied to the Customer which are shown to the satisfaction of the Company to be defective by reason either of faulty manufacture or of bad workmanship by the Company.
10.4. Where the Company contracts to perform Services for the Customer the Company will, subject to sub-paragraph 5 of the Condition and to Condition 5 make good any such work shown to the satisfaction of the Company to be defective by reason of bad workmanship by the Company provided always that the cost of such making good shall be borne by the Company only up to a limit equal to the contract price of such work and any part of such cost falling above such limit shall be borne by the Customer and there shall be no Customer's claim whatsoever in respect of damage to or loss of the Materials or any consequential loss.
10.5. There shall be conditions precedent to any liability of the Company under sub-paragraph 3 or 4 of this Condition that notice of any alleged defect is given by the Customer to the Company in writing within 14 days from the date on which the Goods are actually received by the Customer. No liability can be accepted for any reason whatever where the Goods are cut and/or have been made up or otherwise changed from the condition in which they were delivered to the Customer or in accordance with requirements and the Company must be given the opportunity to inspect all the Goods alleged to be defective, at the original delivery point and must be able to identify by piece number and order number the Goods in which the alleged defect occurs.
10.6. Except in the case of death or personal injury caused by negligence of the Company or as otherwise expressly provided under this Condition the Company shall be under no liability for any loss injury or damage whatsoever whether direct or consequential in respect of or arising from or in connection with the Goods or any defect in the Goods or any misrepresentation.
10.7. No concession, latitude or waiver allowed by the Company in respect of any rights under this Contract on any occasion shall prevent it from exercising all its rights hereunder on any subsequent occasion.
11. FORCE MAJEURE
The Company may cancel or delay delivery of the Goods or any part thereof or vary the Contract for sale in any manner necessary by act of God, war, strike, lock-out or other labour dispute, shortage of raw materials or power, fire, flood or drought or any other cause beyond the Company's control.
12. THE COMPANY'S LIEN
In addition to any other right or lien to which the Company may by law or the other terms hereof be entitled the Company shall be entitled to a general lien on all Goods, Materials and property of the Customer in the Company's possession whether paid for or not and a right of sale of such Goods, Materials and property at the Company's sole discretion for any unpaid money due under the terms of the contract between the Company and the Customer.
13. TERMINATION AND CANCELLATION
13.1. In the event of:-
(a) Any distress, execution or other legal process being levied upon any of the Customer's assets, or
(b) the Customer entering into any agreement or composition with its creditors, committing any act of bankruptcy or (being a corporation) an order being made or an effective resolution being passed for its winding up except for the purpose of amalgamation or reconstruction or a Receiver being appointed in respect of the whole or any part of its undertaking or assets, or
(c) non-payment by the Customer of any monies due from it to the Company, or
(d) the credit standing of the Customer being in the opinion of the Company impaired the Company shall be entitled to suspend all or any future deliveries and instalments under this or any other contract, and on written notice to cancel the undelivered portion of this or any contract between the Customer and the Company and to dispose of the Goods not paid for by the Customer as the Company sees fit.
13.2. The rights conferred by this Condition shall be without prejudice to any other right enjoyed by the Company pursuant to these Conditions or by law, including in particular the right to recover the Goods or the proceeds thereof from the Customer pursuant to Condition 14 hereof.
14. RESERVATION OF TITLE
14.1. Property of the Goods shall pass to the Customer on the payment in full of the whole purchase price of the Goods and payment in full of every sum whatsoever which is due from the Customer to the Company under the Contract.
14.2. Until such payment in full is received by the Company the Customer shall keep the Goods as bailee and in a fiduciary capacity both as to the Goods and as to the proceeds of sale of any of the Goods and shall store them at no cost to the Company in such a way that they are identifiable as the property of the Company and are separate from all other goods in possession of the Customer. The Customer shall notify any storekeeper where the Goods are stored that the Goods remain the property of the Company and the Customer will at all times notify the Company of the whereabouts of the Goods.
14.3. The Customer may not sell any of the Goods other than in the ordinary course of business and as an agent for the Company. In the ordinary course of business the Customer should resell any of the Goods to a third party the Customer hereby assigns to the Company until complete settlement of the Company's claims under the Contract all receivables resulting from the sale of the Goods.
14.4. At any time before such payment in full the Company may by notice in writing to the Customer determine the Customer's rights to sell the Goods and the Customer shall thereupon return the Goods to the Company and shall cease to be in possession of the Goods with the consent of the Company. At any time after the giving of such a notice the Company may enter upon any premises where the Goods are or are reasonably believed to be and may remove the Goods. The Customer undertakes to give access to its premises and to the Goods and to enable the Company to retake possession and will notify any storekeeper where the Goods are stored that the Company is authorised to give instructions for its removal. The Company may exercise its rights under this Condition in the event of the Customer defaulting on a payment or payments; having a receiver appointed over any of its assets; entering into any arrangement or composition with its creditors; entering into liquidation or becoming bankrupt; having any landlord or storekeeper exercise or attempting to exercise any lien over any of the Company's Goods.
14.5. Notwithstanding the foregoing, the Goods are at the entire risk of the Customer from the time of delivery as defined in Condition 7.
14.6. Nothing in this Condition, shall in any way limit or modify the Customer's obligation to pay for the Goods in accordance with these Conditions or prevent the Company from maintaining an action for the recovery of any monies due and payable.
14.7. As long as the property of the Goods shall remain with the Company the Customer may not encumber the Goods or transfer title to the Goods for security purposes. The Customer shall immediately notify the Company by registered letter if a third party seizes or attempts to seize or exercise any lien over any of the Goods. The Customer shall bear the cost of any action resulting from such seizure or lien or attempted seizure or lien.
15. DELIVERY BY INSTALMENTS
Where more than one item of Goods is included in any order the Company shall be entitled to make delivery by instalments. In such cases the delivery date shown on the Company's acceptance of order shall be deemed to be the estimated delivery date of the first instalment and the remaining instalments will be delivered within a reasonable time of the first instalment. The Contract shall be construed as a separate contract in respect of each instalment. Nevertheless, failure to accept delivery of and/or pay for any instalment shall entitle the Company to treat the Contract as repudiated or alternatively (at the Company's option) to store the Goods at the Customer's risk and the Customer shall be liable to the Company for the reasonable cost of doing so.
Any notice required to be given or served hereunder shall be addressed in the case of a notice to be given or served on the Customer at the address of the Customer shown on the Contract or invoice and in the case of the Company at its registered office for the time being and may be given or served either (a) by letter by leaving the same or sending the same by first class post in a pre-paid envelope and a notice so given or served shall be deemed to have been given or served on the day it was so left or on the day following that on which it was posted if the address of the Customer is within the United Kingdom or with 7 days of the date of posting otherwise as the case may be (b) by email or facsimile transmission and a notice so given or sent shall be deemed to have been given or served within 24 hours of transmission.
17. GOVERNING LAW
This contract shall be governed by English law and the Customer and the Company shall submit to the jurisdiction of the English Courts.
Lancashire Sock Manufacturing Company • Britannia Mill • Bacup • Lancashire OL13 9RZ • England