Terms & Conditions

TERMS AND CONDITIONS FOR THE SALE OF GOODS 

• 1. Definitions
      Buyer                  The person who buys or agrees to buy the goods from the Seller. 
      Conditions         The terms and conditions of sale asset out in this document and any special terms and conditions agreed in writing by the Seller. 
      Goods                 The articles which the Buyer agrees to buy from the Seller. Price The price for the Goods, excluding VAT and any carriage, packaging and insurance costs. 
                                   (unless otherwise stated) 
      Seller                   ERIBÉ KNITWEAR LTD  
  
  
• 2. Conditions
  2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document. 
  
  2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions. 
  
  2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions. 
  
  2.4 These Conditions may not be varied except by the written agreement of [a director of] the Seller.
  
  2.5 Minimum order accepted will be £2000/€2000 - other currencies may require higher minimum spend. 
  
  2.6 There is a minimum of 2pcs per colour on all product ordered.
  
  2.7 These Conditions represent the whole of the agreement between the Seller and the Buyer. They supersede any other conditions previously issued. The seller reserves the right to amend the contract as required. 
  
  2.8 Some aspects of products may vary and cannot be guaranteed to be exactly the same as the sales sample.
  
  
• 3. Price
  3.1 The Price shall be the price quoted on the Seller’s confirmation of order. The Price is exclusive of VAT which shall be due at the rate in force on the date of the Seller’s invoice. 
  
  3.2 The seller discourages the use of discount sales on any product.
  
  
• 4. Payment and Interest
  4.1 Payment of the Invoice with VAT (if applicable) shall be due within [30] days of the date of the Seller’s invoice, unless agreed otherwise in writing between Buyer and Seller 
  
  4.2 New Buyer will be on Proforma terms (Pre-payment), and may negotiate to (4.1) terms following first year review 
  
  4.3 The seller reserves the right to suspend further deliveries when payment terms have not been observed; invoices are outstanding or over the credit limit. 
  
  4.4 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of Scotland base rate from time to time in force. Such interest shall accrue after as well as before any judgment. 
  
  4.5 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the Seller. 
  
  4.6 Buyer must ensure payments are made in the currency on the invoice, and to the corresponding bank account where applicable. A £25 admin charge may be added to any order paid into the incorrect bank account. 
  
  4.7 In the event any discount has been applied which is conditional, and the conditions are no longer satisfied, the seller shall be entitled to withdraw the discount and invoice the total cost of the relevant goods to the buyer. 
  
  4.8 Preferred method of payment is BACS transfer
  
  
• 5. Goods
  5.1 The quantity and description of the Goods shall be as set out in the Seller’s confirmation of order. 
  
  5.2 Order confirmation will be sent within 14 working days of receiving order. 
  
  5.3 The seller reserves the right to withdraw product from sale where production minimums are not met, or where quality standards are not met.
   
• 6. Cancellation
  6.1 Buyer will have 7 days from receipt of order confirmation, or by the next order deadline, whichever is sooner (5.2) to check any discrepancies, thereafter the order will be deemed accepted
   
  6.2 If Buyer cancels order more than 8 working days after receipt of confirmation, they will be deemed responsible to pay a cancellation cost valued at 30% of total order or up to 30% of amount paid upfront.
   
  6.3 The seller reserves the right to refuse (a) cancellations of confirmed orders placed by buyers and (b) return of goods without authorisation.
   
• 7. Warranties 
  The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller in the confirmation of order. [Except where the Buyer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977),     all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded]. 
  
  
• 8. Delivery of the Goods 
  8.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods. 
  
  8.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract as production can be delayed if raw materials are delayed or not available. 
  
  8.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract. 
  
  8.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing. The seller reserves the right to re-sell these goods after a 30 day period. 
  
  8.5 Unless otherwise agreed in writing, shipping terms will be quoted and carried out Ex Works or DAP. The seller reserves the right to change shipping rates at any time. 
  
  
• 9. Acceptance of the Goods 
  9.1 The Buyer shall carry out a thorough inspection of the Goods of delivery and shall give written notification to the Seller within 3 working days of delivery of the Goods of any defects which a reasonable examination would have revealed; or of missing items. 
  
  9.2 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
  
  
• 10. Title and risk 
  10.1     Risk shall pass on delivery of the Goods to the Buyer’s address only if goods are despatched on DAP terms. 
  
  10.2     Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full. 
  
  10.3     Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
  
  10.4     The Seller may at any time before title passes and without any liability to the Buyer:
  10.4.1     repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and 
  10.4.2     for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
   
  10.5     The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer. 
  
  
• 11. Selling Goods 
      Seller will advise Buyer of RRP, it is asked the Buyer will not discount goods without contacting Seller to discuss option 
  
  
• 12. Force Majeure 
  Neither party shall be in breach of an Order nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control which were not reasonably foreseeable when the Seller issued the Buyer with the relevant Purchase Order Conformation. If the period of delay or non-performance continues for 2 months, the party not affected may terminate an Order by giving 28 days written notice to the affected party. 
  
  
• 13. Carriage of Goods 
      13.1 UK and EU - Carriage will be chargeable on all sales under £2,500 / €3000 – The buyer reserves the right to change this at any time.
   
      13.2 Rest of the World- Carriage is charged at cost and will vary.