1.1 The Company means RAM Leisure and Workwear Limited of Wrexham
1.2 The Goods means any item sold to the Buyer under the contract
1.3 The Contract means any Contract between the Company and the Buyer to which these terms apply.
1.4 The Buyer means the person or company buying Goods from the Company and includes reference to agents and representatives.
1.5 The Price means the price for the Goods excluding carriage packing, insurance and VAT
1.6 Sole Supplier Agreement means any Contract between the Company and the Buyer which provides that the Company will be the sole supplier to the Buyer of specified Goods.
1.7 Sole Supplier Goods means Goods to which any Sole Supplier Agreement applies.
1.8 Force Majeure means any cause beyond the Company's reasonable control (including but not limited to governmental action, war, riot, civil commotion, fire, flood, epidemic, labour disputes including labour disputes involving the work force of the Company restraints or delays affecting shipping or carriers currently restrictions and Act of God)
2.1 The Company gives quotations and accepts orders on these Terms of Business which supersede any other terms appearing in the Company's documents or elsewhere (other than a Contract incorporating these Terms of Business) and override any terms which the Buyer seeks to introduce in any way and any course of dealing established between the Company and the Buyer.
2.2 Any reference to the Buyer's order, specification or similar documents will not be deemed to imply that any terms endorsed upon, delivered with or referred to in such order, specification or similar document will have effect to the exclusion or amendment of these Terms of Business.
A Quotation isid="delivery">Delivery
4.1 Any delivery date which the Company indicates is an estimated date only and the Company will not be liable for any loss or damage occurring through any failure or inability to meet the date. Unless such delay exceeds 60 days no such delay will entitle the Buyer to terminate or rescind the contract.
4.2 The Company may make delivery by instalments and the Company will not be liable for any loss whether partial or generally to the Buyer (consequential or otherwise) in respect of any shortage of, or failure to supply Goods where the shortage or failure is due to Force Majeure.
4.3 The company will endeavour to supply the exact quantity ordered but the Company may supply up to 10% more or less than the exact quantity ordered. An aproportionate charge or allowance at the contract price will be made to cover any variation.
4.4 Delivery will be made to the Buyer's nominated delivery locations specified on the Purchase Order.
4.5 The Buyer must check and sign any delivery documents which will then be proof of delivery for both the Company's and the Buyer's purposes.
CLAIM FOR LOSS, DAMAGE OR SHORTAGES
5.1 The Buyer must notify the Company in writing of whole or partial non - delivery or shortages within 7 days after the indicated delivery date. If the Buyer does not do so then the Goods will be deemed to have been delivered and accepted. Any such claim must also be notified to the carrier in the same manner and within the same time limit.
5.2 If the Buyer provides the Company with items (clothing or otherwise) for the purpose of engraving, personalising or otherwise adapting to specification, the Company will not be liable to the Buyer for any loss or damage in respect of those items however caused.
5.3 Except as indicated in 5.1 the Company will not be liable for any financial, economic or consequential loss (including loss of profits) resulting from the Company's performance or failure to perform its obligations.
5.4 In cases where the Buyer alleges that the Goods are substandard, the Buyer must give the Company a reasonable opportunity to inspect the Goods and decide on an agreed course of action before the Buyer disposes of them.
5.5 The Company's acceptance of notification of a claim is not an admission of liability.
5.6 No Goods delivered to the Buyer which are in accordance with the contract will be accepted for return without the Company's prior written approval. If the Company agrees to accept any such Goods for return the Buyer will pay a handling charge of 15% of the invoice price and such Goods must be returned by the Buyer in their original packaging and at the Buyers expense.
TITLE AND RISK
6.1 Property in all Goods remains vested in the Company until the Buyer has made full payment due to the Company under all Contracts between the Company and the Buyer but the risk of damage to or loss of all or any of the Goods will pass to the Buyer at the time of delivery. The Company may take proceedings for recovery of the price of the Goods even if property in them has not passed.
6.2 Until property in the Goods has passes to the Buyer:-
6.2.1 the Buyer must hold the Goods as the Company's fiduciary agent and bailee, and ensure that the Goods are identifiable from those of the Buyer and third parties and are properly stored, protected, insured and identified as the Company's property.
6.2.2 the Company may require the Buyer to deliver the Goods to the Company and, if the Buyer fails to do so or in any event, enter any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
6.2.3 the Buyer may not pledge or in any way charge by way of security any of the Goods which remain the property of the Company.
6.3 if despite 6.2.1 and 6.2.2 the Buyer sells the Goods or any part of them in the ordinary course of business, the Buyer will transfer its rights to recover the selling price from the third party concerned to the Company if it is still outstanding and immediately notify the third party.
6.4 If the price of any part of it is outstanding and the Company does not invoke 8.4 the Company may dispose of Goods and related documents in its possession:-
6.4.1 if the Goods are liable to perish or deteriorate at its discretion as soon as it has taken reasonable steps to bring its intentions to the Buyer's notice.
6.4.2 in an other case as the Buyer's agent 7 days after giving written notice to the Buyer.
6.5 if 6.4 applies the Company will:-
6.5.1 apply the proceeds of a sale to reduce or pay off the outstanding amount.
6.5.2 account to the Buyer for any balance remaining after deducting all costs, including legal fees, of and incidental to the sale or disposal.
6.5.3 have no other liability to the Buyer for the disposal.
6.6 if the Buyer contravenes 6.2 or 6.3 all sums which the Buyer owes to the Company will become due and payable immediately and the Company's other rights and remedies will arise.
7.1.1 exclusive of VAT
7.1.2 on the basis of costs at the delivery date. [ Any part of the price can be increased by up to [10%] beyond the quotation price at the Company's discretion to take account of increased costs ].
7.2 The price is not effected by invoice errors.
8.1 Where no account has been agreed in writing by the Company the Goods will not be delivered until the Company is paid the amount shown on the invoice relating to the Goods.
OR The price will be payable upon the terms specified in each invoice. In the absence of any specification as to time of payment, the terms for payment will be 7 days from the date of invoice. Interest at the rate of 5% above the Bank of England base rate from time to time will accrue daily and be calculated on a daily basis on overdue accounts from the date of invoice until payment is made in full.
8.2 Where an account has been agreed with the Company, the Company may in its absolute discretion set and alter the Buyer's credit limit and the Company reserves the right not to deliver the Goods if the price increases the amount owed by the Buyer to the Company beyond the Buyer's credit limit.
8.3 Where an account has been agreed and the price of the Goods together with all other indebtedness of the Buyer to the Company does not exceed the Buyer's credit limit the price will become payable on delivery and payment will be made by the Buyer within 30 days of the date of the sellers invoice.
8.4 Despite any contract terms allowing the Buyer an account, payment will become due and payable to the Company immediately upon termination of the contract. The Company may treat the Buyer's failure to pay any part of the price of the Goods on time as a repudiation of the whole Contract and recover damages for breach of contract.
8.5 Where the Buyer defaults under the contract or any other contract with the Company in payment on the due date of any sum due to the Company, the Company without liability postpone any delivery or may cancel the contract or any other contract between the Company and the Buyer but without prejudice to any right of remedy which the Company may have against the Buyer in respect of such default.
8.6 The Company will be entitled for all instalments of Goods delivered to the Buyer.
8.7 The Company will at any time be entitled to appropriate any payment made by the Buyer in respect of any Goods or work in settlement of such invoices or accounts in respect of Goods as the Seller may in its absolute discretion think fit despite any purported appropriation to the contrary by the Buyer.
8.8 The Company recognises that on occasion a third party may have agreed with the Buyer that it will be responsible for payment to the Company for a specific order. The Buyer may request that the Company invoice the third party direct for the price of the order. The Company at its discretion may do so but the Buyer will remain liable to the Company to make payment for any and all orders which it placed regardless of any such invoicing arrangements.
SPECIFICATION AND DESIGN
Where the Goods are manufactured in accordance with information or drawings supplied by the Buyer or to his design or specification or where the standard goods of the Company are altered in accordance with the Buyer's instructions or drawings:-
9.1.1 the Buyer will indemnify and keep the Company indemnified against all liability incurred by the Company as a result of:-
18.104.22.168 such Goods infringing any intellectual property right including without prejudice to the generality of the foregoing patents, registered designs and copyright or the provision of any statute, statutory instrument or regulation;
22.214.171.124 any offence caused as a result of the design / specification or instructions provided by the Buyer.
9.2 The Company will be under no liability whatsoever to the Buyer in respect of any loss, damage or claim incurred by or made against the Buyer should any Goods infringe any intellectual property right including but not limited to patents, registered designs and copyright or the provision of any statutory, statutory instrument or regulation.
9.3 No variation in the specification or design of any Goods which in the reasonable opinion of the Company does not affect the suitability of the Goods for the purpose for which they are supplied by the Company will constitute a breach of contract or impose any obligation or duty on the Company whatsoever.
9.4 Unless otherwise agreed in writing all patterns, drawings, tools or similar items produced or other property (whether intellectual property or not) owned or created by the Company will remain the property of the Company and must not be used or copied by the Buyer.
9.5 Where it is agreed that ownership in any data, patterns, drawings, tools or other similar items is to pass to the Buyer, property will only pass when such items have been paid for by the Buyer in full.
10.1 If the Buyer cancels, extends or delays or purports to cancel, extend or delay the contract or any part of it, or fails to take delivery of any Goods at the time agreed (if any) or if no time is agreed within a reasonable time, then the Buyer will be liable (without prejudice to any other rights of the Company to claim damages) to indemnify and keep indemnified the Company against any resulting loss, damage or expense incurred by the Company in connection with the supply or non-supply of the Goods including the cost of any services, material, plant or tools used or intended to be used and the cost of labour and other overheads including a percentage in respect of profit.
10.2 If the Company is unable (whether temporarily or permanently) to procure any services or Goods necessary to enable it to supply the Goods or if the supply of the Goods is prevented or hindered by Force Majeure the Company may cancel or suspend performance of the Contract by notice in writing to the Buyer so far as it relates to Goods not then supplied and such cancellation or suspension shall not give rise to any claims by the Buyer provided that the Buyer will remain liable to pay for Goods delivered prior to the date of such cancellation or suspension.
11.1 The contract will terminate immediately if the Buyer has a bankruptcy Order made against him or has made an arrangement or composition with his creditors or otherwise taken the benefit of any Act for the time being in force for the relief of insolvent debtors or (if a body corporate) has convened a meeting of creditors (whether formal or informal) or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation; or has a receiver, manager, administrator or administrative receiver appointed of its undertaking or any part; or a resolution has been passed or a petition presented to any Court for the winding-up of the Buyer or for the granting of any administration order in respect of the Buyer; or any proceedings have been commenced relating to the insolvency or possible insolvency of the Buyer.
11.2 The contract will terminate immediately upon service of written notice of termination by the Company if the Buyer has suffered or allowed any execution whether legal or equitable to be levied on his/its property or obtained against him/it has failed to observe or perform any of its obligations or duties under the contract or any other contract between the Seller and the Buyer or is unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Buyer has ceased to trade.
11.3 The termination of the contract howsoever arising will be without prejudice to the rights and duties of either party accrued prior to termination.
12.1 This clause applies only where there is a Sole Supplier Agreement between the Company and the Buyer.
12.2 The Company and the Buyer acknowledge and agree that where there is a Sole Supplier Agreement the Company its reputation and the integrity of the Goods are likely to be damaged by the production sale or supply of Goods (which maybe of a different quality of design and production) by any other source.
12.3 During the term of a Sole Supplier Agreement the Buyer will:-
12.3.1 not purchase or otherwise acquire from any other source other than the Company any Sole Supplier Goods.
12.3.2 use its reasonable endeavours to ensure that no one other than the Company manufactures or supplies Sole Supplier Goods.
12.3.3 Not accept Sole Supplier Goods manufactured or supplied other than by the Company as conforming to the requirements of characteristics of the Sole Supplier Goods for the Buyer's purposes.
12.4 The Buyer will indemnify the Company against any losses it may suffer as a result of the Buyer's breach of clause.
13.1 The Company may assign, sub-contract or sub-let the contract or any part of it.
13.2 Failure by the Company to enforce any of the Contract Terms will not be construed as a waiver of any of its rights under the contract.
13.3 In relation to all the Buyer's obligations of the Buyer, the time of performance is of the essence.
13.4 The legal construction of these clauses will not be affected by their headings which are for convenience of reference only.
RIGHTS OF THIRD PARTIES
No one except the Company its successors and the Buyer may have or acquire any rights under the Contract.
The formation, interpretation and operation of the contract will be subject to English Law and the Buyer submits himself to the non-exclusive jurisdiction of the English Courts.