Terms & Conditions
LICHFIELD LEATHER LIMITED CONDITIONS OF SALE
1.1In these Conditions: BUYER means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods isaccepted by the Seller. GOODS means the goods (including any installment of the goods or any parts for them) which the Seller is to supply inaccordance with these Conditions. SELLER means Lichfield Leathers Limited registered in England and Wales under number 1489148. CONDITIONS means the standard terms and conditions of sale set out in this document and (unless the context otherwiserequires) includes any special terms and conditions agreed in writing between the Buyer and the Seller. CONTRACT means the contract for the purchase and sale of the Goods. WRITING includes telex, cable, facsimile transmission and comparable means of communication. ORDER FORM means the Seller’s standard form upon which the details of the Goods are specified in writing.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision asamended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, In writing on the Seller’s Order Form subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made orpurported to be made, by the Buyer.
2.2 For the avoidance of doubt these Conditions override any previous Conditions issued by the Seller and or established through a previous course of dealings and the Buyer acknowledges that the Seller is and shall no longer be bound by those previous Conditions.
2.3 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representative of the Buyer and a director of the Seller.
2.4 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by a director of the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not relyon any such representations which are not so confirmed.
2.5 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.6 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance ofoffer, invoice or other document or information issued by the Seller shall be subject to correction without any liability onthe part of the Seller.
3. Orders and Specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative on the Seller’s Order Form.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’squotation (if accepted by the Buyer) or the Buyer’s order (if accepted in writing by the Seller on the Seller’s Order Form).
3.4 The Buyer acknowledges and agrees that upon signing by a representative of the Buyer the Seller’s proof or sample ofthe design specification for any Goods for which the Seller is providing design services then the Seller shall not be liable forany mistakes, omissions, representations, additions that are present within the contents of the proof or sample.
3.5 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with aspecification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expensesawarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of anyclaim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of anyother person which results from the Seller’s use of the Buyer’s specification.
3.6 The Seller reserves the right to make any changes in the specification of the Goods which are required to conformwith any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification whichdo not materially affect their quality or performance.
3.7 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writingof the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs(including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result ofcancellation.
3.8 Any figures, statements, descriptions, illustrations, photographs, drawings or any other matters contained within theSeller’s catalogue or other advertising literature shall not be guaranteed to be accurate and shall not form part of anyContract between the Seller and Buyer.
4. Price of the Goods
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is nolonger valid), the price listed in the Seller ’s published price list current at the date of acceptance of the order. Where theGoods are supplied for export from the United Kingdom, the Seller’s published export price list shall apply. All pricesquoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by theSeller without giving notice to the Buyer.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of theGoods to reflect any increase in the cost to the Seller which is due to an factor beyond the control of the Seller (such as,without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in thecosts of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for theGoods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to givethe Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller and unless otherwiseagreed in Writing between the Buyer and the Seller, all prices given by the Seller include the carriage costs for thedespatch of Goods by normal van delivery service provided that the value of the Goods exceeds the minimum order valuewhich shall be set by the Seller from time to time. Where the Seller agrees to deliver the Goods otherwise than at theSeller’s premises, the Buyer shall be liable to pay the Seller’s charges packaging and insurance. Unless otherwise agreed inwriting between the Seller and the Buyer the mode of transportation shall be at the sole discretion of the Seller.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to theSeller.
5. Terms of Payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled toinvoice the Buyer for the price of the Goods on or at any time after delivery of the Goods unless the Goods are to becollected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall beentitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready forcollection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any otherdeduction) within 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price,notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. Thetime of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only uponrequest.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedyavailable to the Seller, the Seller shall be entitled to:
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contractbetween the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);and
5.3.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 8 per cent perannum above Natwest Bank plc base rate from time to time, until payment in full is made (a part of a month being treatedas a full month for the purpose of calculating interest).
6.1 Delivery of the Goods shall be made by
6.1.1 the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that theGoods are ready for collection or
6.1.2 if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place or
6.1.3 where Goods are sold f.o.b. delivery shall be complete when they are placed on board ship or
6.1.4 if Goods are to be delivered by container delivery shall be complete when the Goods are delivered to the containerdepot of despatch or
6.1.5 notwithstanding clause 4.3 where the Contract provides that the Goods shall be delivered by an independent carrierdelivery of the Goods by the Seller shall be deemed to be effected when the Goods are collected or delivered to thecarrier.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay indelivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previouslyagreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upongiving reasonable notice to the Buyer.
6.3 Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to 2 percent more or 2 per cent less than the quantity ordered without any adjustment in the price, and the quality so deliveredshall be deemed to be the quantity ordered.
6.4 Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure bythe Seller to deliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer inrespect of any one or more installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 If the Seller fails to deliver the Goods (or any installment) for any reason other than any cause beyond the Seller’sreasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall belimited to the Contract cost of the Goods (or any installment for which there is a failure in delivery).
6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the timestated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of theSeller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.6.1store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage;or
6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses)account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the priceunder the Contract.
6.7 If the Goods delivered by the Seller are damaged or lost in transit, the Seller shall repair or replace those Goods atit’s own expense provided that:-
6.7.1 the Seller is notified in Writing within 3 days of delivery of such damage or within 10 days of the date of thedespatch note of such loss and the Seller has acknowledged receipt of such notice and confirmed it’s validity in Writing tothe Buyer notice and confirmed it’s validity in Writing to the Buyer
6.7.2 that damage or loss is only attributable to the negligence of the Seller and or the Seller’s employeesThe entire liability of the Seller in connection with any claim arising from Goods damaged or lost in transit, shall be limitedto the cost of the Goods supplied, but shall not exceed in any event the amount recoverable by the Seller from the carrierof the Goods if applicable, and the Seller shall not be liable for any indirect, special or consequential loss or damage(whether for loss of profit or otherwise),costs, expenses or other claims for compensation whatsoever (whether caused bythe negligence of the Seller, its employees or agents or otherwise)
7. Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1in the case of Goods to be delivered at the Seller’s premises, at the time when the Seller notifies the Buyer that theGoods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery, or delivery toor collection by the carrier of the Goods, or, if the Buyer wrongfully fails to take delivery of the Goods, the time when theSeller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, theproperty in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full ofthe price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’sfiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properlystored, protected and insured and identified as the Seller’s property, but shall be entitled to re-sell or use the Goods in theordinary course of its business. If the Buyer re-sells the goods before payment has been made of the Goods to the Seller,the Buyer agrees to set aside such amount due to the Seller from the proceeds of the sale in a separate suppliers accountuntil payment is made.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence andhave not been re-sold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Sellerand, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods arestored and repossess the Goods. The Buyer agrees to notify such third parties of the Sellers interest in the goods whichshall exist until the property in the goods passes to the Buyer.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of theGoods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall(without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8. Warranties and Liability
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification atthe time of delivery and will be free from defects in material and workmanship for a period of 6 months from the date ofdelivery to the Buyer or his nominee or the completion of the Goods whichever shall be sooner.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design orspecification supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage,negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse oralteration or repair of the Goods without the Seller’s approval;
8.2.3 the Seller shall be under no liability under the above warrant (or any other warranty, condition or guarantee) if thetotal price for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts or materials or equipment not manufactured by the Seller, in respect ofwhich the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer tothe Seller.
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as aconsumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied bystatute or common law are excluded to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions onStatements) Order 1976) the statutory rights of the Buyer are not affected by these Conditions.
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure tocorrespond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within [7days] from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within areasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Selleraccordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect orfailure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of theGoods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall beentitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyerthe price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.7 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to theBuyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty atcommon law, or under the express terms of the Contract, for any indirect, special or consequential loss or damage(whether for loss of profit or otherwise), costs, expenses or other claims for compensation, whatsoever (whether caused bythe negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply ofGoods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contractshall not exceed the price of the Goods, except as expressly provided in these Conditions.
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay inperforming, or failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due toany cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shallbe regarded as causes beyond the Seller’s reasonable control:
8.8.1 Act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.8.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental,parliamentary or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of athird party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery.
9. Insolvency of Buyer
9.1 This clause applies if:
9.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or(being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes ofamalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
9.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
9.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyerand notifies the Buyer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall beentitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, andif the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding anyprevious agreement or arrangement to the contrary.
10.1 In these Conditions Incoterms means the international rules for the interpretation of trade terms of the InternationalChamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any termor expression which is defined in or given a particular meaning by the provision of Incoterms shall have the same meaningin these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shallprevail.
10.2 Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 10 shall (subject toany special terms agreed in writing between the Buyer and the Seller) apply notwithstanding any other provision of theseConditions.
10.3 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of theGoods into the country of destination and for the payment of any duties on them.
10.4 Unless otherwise agreed in Writing between the Buyer and the Seller, the Goods shall be delivered fob the air or seaport of shipment and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act1979.
10.5 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises beforeshipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent oninspection and which is made after shipment, or in respect of any damage during transit.
10.6 Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favourof the Seller and confirmed by a bank in the appropriate territory acceptable to the Seller or, if the Seller has agreed inWriting on or before acceptance of the Buyer’s order to waive this requirement, by acceptance by the Buyer and delivery tothe Seller of a bill of exchange drawn on the Buyer payable at sight to the order of the Seller at such branch of NatwestBank plc in England as may be specified in the bill of exchange.
10.7 The Buyer undertakes not to offer the Goods for resale in any country notified by the Seller to the Buyer at or beforethe time the Buyer’s order is placed, or to sell the Goods to any person if the Buyer knows or has reason to believe thatthat person intends to re-sell the Goods in any such country.
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writingaddressed to that other party at its registered office or principal place of business or such other address as may at therelevant time have been notified pursuant to this provision to the party giving the notice.
11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequentbreach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforcable in whole or inpart of the validity of the other provisions of these Conditions and the remainder of the provision in question shall not beaffected.
11.4 The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusivejurisdiction of the English courts.
12 Contract (Rights of Third Parties) Act 1999
12.1 For the avoidance of doubt, these Conditions do not confer on any third party any benefits or any rights