disley N.M.Williams UK Limited

N.M Williams (UK) Ltd - Terms & Conditions

1. General
These terms and conditions apply whenever we agree to sell goods to the exclusion of any other or inconsistent terms unless otherwise agreed in writing by one of our directors.
1.1 We have a policy of continuously developing and improving our goods and we therefore reserve the right to change specifications and prices shown in the Price & Delivery List, without prior notice.
1.2 We also reserve the right to remove selected goods from our range from time to time.
1.3 We aim to limit variations in colour, but there may be significant differences in colour between our goods and the images of them in the catalogue. There may also be appreciable variations in colour between different deliveries of the samegoods.

2. Delivery & Carriage
2.1 Delivery is made at your premises, unless otherwise instructed.
2.2 We may deliver the goods in reasonable instalments, in which case you shall accept and pay for the goods in reasonable instalments. Each instalment is to be treated as a separate contract.
2.3 You shall pay our delivery charges in addition to the quoted item price where applicable. Delivery charges are stated on the Price & Delivery List, and we reserve the right to change these charges, without prior notice.
2.4 You shall notify us in writing of any claim for non-delivery or damage to goods in transit within 3 days of the date of the invoice for them. Our liability in respect of any such claim is limited at our option to replacement of the goods or refund of the price and does not extend to any indirect or consequential loss.
2.5 Delivery of stock items will be 1 to 2 working days, subject to availability, but this is an estimate only and time is not of the essence.

3. Prices
3.1 All prices quoted in our Price & Delivery List, are exclusive of carriage and VAT. Any applicable carriage and VAT is payable by the customer in addition to the contract price. The Price & Delivery List gives specific detail relating to qualification for free carriage.
3.2 You shall pay our reasonable extra charges in respect of any special arrangements made at your request, in order to expedite delivery.
3.3 You shall be expected to pay any costs, expenses or liabilities, incurred by us, where you have given inadequate or inaccurate instructions.
3.4 All export prices are quoted on a F.O.B basis.

4. Payment
4.1 We may invoice you for the goods together with any applicable carriage and VAT, when they or any instalment of them is dispatched to you or to your order.
4.2 You become liable to pay for the goods 30 days from the date of the invoice, and payment terms are Nett.
4.3 Despite any agreed credit terms all payments for goods supplied, whether or not invoiced,then become immediately due if any of the events set out in Clause 6.3 (a) to (c) occurs.
4.4 Interest on any overdue account at the rate of 2.5% per month will begin to accrue from the day payment is due. This will apply whether or not we have entered judgement for debt.

5. Risk
The risk in the goods passes to you when the goods are delivered to you, or to your order.
Where risk has so passed you will be responsible for insuring the goods.

6. Ownership
6.1 We retain absolute legal ownership of the goods until the price of them has been paid in full. Until such time you agree that we may inspect the goods and may at any time repossess the goods and for this purpose enter upon any premises where they are stored or where they are reasonably thought to be stored and may repossess the same.
6.2 Until such time as ownership of the goods has passed to you, you shall:
(a) store the goods at your premises separately from your own goods and those of any other person and labelled in a manner which makes them readily identifiable as our goods; and (b) maintain the goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction.
6.3 If under any circumstances,(a) you do not pay any invoice of ours within 7 days after it has become due or (b) the members of your company pass or call a meeting to pass a resolution for winding up, or if a petition for winding up, administration or bankruptcy is presented against you, or (c) you become subject to a winding up, administration or bankruptcy order, or to any distress or execution on or receivership over any of your assets then you shall cease at once to use any of our goods not then paid for, and shall on demand return to us any of them remaining in your possession. On making such a demand we are entitled without incurring any liability to you, to enter your premises or such premises where they are reasonably thought to be stored and remove and resell such of our goods as are found to be there.
6.4 Nothing in terms 6.1, 6.2 or 6.3 gives you the right to return the goods without our consent otherwise than in accordance with our returns policy as referred to in clause 9 below.

7. Force Majeure
Where we are unable to perform due to any circumstances beyond our control we may suspend performance while those circumstances subsist, and subject to clause 8.1 any agreed date or period for delivery shall be regarded as extended accordingly.

8. Suspension & Cancellation
8.1 If any period of suspension of deliveries under term 7 lasts for more than three months, either of us may cancel the contract by written notice and without penalty.
8.2 If any payment is due to us from you under this or any other contract is in arrears, we may suspend further deliveries under any of those contracts, and if payment is not made within 7 days after we have served a demand in writing on you, referring to this clause, we may cancel any of those contracts and re-sell the goods concerned without incurring any liability to you. Your failure to comply with a demand for payment under this clause is to be regarded as a repudiation of the contract, and we shall be entitled to damages accordingly.

9. Inspection of Goods and Returns Policy
9.1You shall inspect the goods immediately on receipt thereof and shall within three (3) days give notice to us of any damage to the goods and shall within five (5) days give notice to us in detail of any ground on which you allege that the goods are not in accordance with the contract or are defective. If you fail to give notice the goods shall be conclusively presumed to be in all respects in accordance with the contract and free from any defect which would be apparent on reasonable examination of the goods and you shall be deemed to have accepted the goods accordingly. In the event that you establish to our reasonable satisfaction that the goods are not in accordance with the contract, or are so defective, your sole remedy in respect of such non-accordance or defects shall be limited to the return of the goods, and you shall subject to Clause 9.7 below be accordingly credited.
9.2 We will have twenty-one (21) days from receipt of notification from you under Clause 9.1 above within which to inspect the relevant goods which at our request will be immediately returned to us. Where we request the return of such goods, we will be responsible for arranging the carriage of such goods. If we accept the rejection such return of the goods will be at our expense and subject to Clause 9.7 below we will provide you with credit to the value of the relevant goods. If we dispute your rejection of any goods both parties hereby agree to negotiate in good faith to resolve the problem and failing agreement will jointly appoint a single suitably experienced arbitrator whose decision regarding the rejection will be final and binding
on both parties.
9.3 Pursuant to Clause 9.1 above, you may only return goods with our prior written consent and will return such goods at your cost and which are unused, so long as they are fit to be returned to stock and are not made to order, tabbed, embroidered or personalised in any other way.
9.4 All goods returned, must be returned in their original packaging, and any seals, tags or labels must be in place, as when the goods were originally dispatched.
9.5 Any goods returned in packaging that is not suitable, will not be credited, and any required rectification costs, to ensure that the stock is fit for sale will be charged to your account.
9.6 Subject to Clause 9.7 below where faulty goods are returned to us for replacement, we reserve the right to credit or refund their price instead of replacing them.
9.7 Where goods are returned to us in accordance with the terms of this contract and we agree, subject to a restocking fee of fifteen percent (20%) being charged to your account, to credit you, the maximum value of the credit payable by us to you will therefore be eighty five percent (80%) of the value of the goods returned.

10.Limitations on Liability
10.1 We will refund or credit the price of faulty goods, or replace them (at our option), but subject to Clause 10.2 below, we will not be liable to you for any other loss or damage, direct or indirect, consequential or otherwise, whether or not we have been negligent.
10.2 Nothing in these Terms affects our liability for death or personal injury resulting from our own negligence.

11.Samples
Samples will be invoiced to you on despatch and will be credited in full provided they are returned to us at your cost, unused and within 20 days of delivery. Otherwise the price, including any applicable carriage and VAT becomes immediately payable.

12.Set Off
You are not entitled to set off any bad debt or claim against payment of the contract price or other amounts owing to us.

13.Third Party Rights
The parties to this contract do not intend that any term hereof shall be enforceable by a third party (as defined in the Contracts (Rights of Third Parties) Act 1999 (the “Act”) under the provisions of the Act.

14.English Law
This contract is governed by and is to be construed and interpreted exclusively in accordance with English Law, and both parties submit to the non-exclusive jurisdiction of the English Courts.

15.Variations
No variation of or amendment to this contract will bind either party unless made in writing and signed by both parties hereto.

16.Waiver
Failure of either party to enforce or exercise, at any time or for any period, any term of this contract, does not constitute, and will not be construed as, a waiver of such term and shall not affect the right later to enforce such term or any other term herein contained.

17.Severability
If any provision contained in this contract or any part thereof (in this Clause called the “Offending Provision”) is declared or becomes unenforceable invalid or illegal for any reason whatsoever including a decision by the competent domestic or European courts, an Act of Parliament, European Union legislation or any statutory or other bye-laws or regulations or any other requirements having the force of law the other provisions of this contract will remain in full force and effect as if this contract had been executed without the Offending Provision.

18.Entire Agreement
This contract constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this contract except as expressly stated in this contract. Neither party shall have any remedy in respect of any untrue statement made to it upon which it has relied in entering into this contract (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this contract.

19.Survival
Provisions of this contract which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination shall remain in full force and effect notwithstanding such termination.

20.Approvals
Any approval or consent given under this contract will only be valid if given in writing by one of the approving party’s authorised representatives. Neither party will be entitled to claim nor will either party claim any money or other damages or remedy by way of set off, counterclaim, defence or in any other way based upon any claim or assertion or other that the other party has unreasonably withheld or unreasonably delayed any consent or approval required under this contract.

21.Returns
Please see above.