1.This contract contains the entire bargain between us and in the case of any inconsistency between these terms and the terms of any other contract documents sent by you to us (whatever their respective dates) in respect to the goods, these terms shall prevail. These conditions shall apply except as may be expressly agreed by us in writing. Any concession or waiver made by us at any time shall not prejudice the exercise of our rights hereunder. 2.We warrant that, save as otherwise herein specifically provided, the goods will accord with our contract specification and will be of sound materials and workmanship. Reasonable variation in thread counts, strength, weight, width, shrinkage, shade, colour fastness and fluidity shall be allowed. Unless stated on the contract, we shall be deemed not to be aware of any special purpose for which the goods or any product made therefrom is required. If any special characteristics are required in the goods they must be stated on the contract. Any samples supplied by us to you are so furnished only to give an indication as to the quality of the goods. We do not warrant that the samples will accord with the contract specification or that the goods supplied will accord with the sample. 3.a)Delivery date(s) means date(s) upon which the goods are ready for despatch to the point of delivery specified. b)All deliveries must be taken up by the final delivery date stated in the contract. c)The promised delivery date specified is a genuine forcase in the light of current conditions but it is given without legal commitment and we accept no liability if in the event we are unable to meet it. 4.We will endeavour to supply the exact quantities of goods ordered but unless otherwise specifically agreed: a)the total quantity shall be subject to a tolerance either way of 10% and you will pay for the actual quantities of goods delivered. b)the indicated piece lengths are given as a general indication but without legal commitment. 5.a)In the event of our costs increasing between the hereof and the actual date of delivery owing to wars, Queen's enemies, defence measures, imposition of new customs, excise or other duties or taxes, or increase of customs, excise or other duties or taxes, increase in the cost of raw materials or labour, scarcity of labour or any other cause whatsoever, the price at which your order is booked may be deemed to be increased in respect of that portion of the Order which is undelivered on the day when written notice of such increase in costs shall be given by us to you. b)In the event that you fail to take delivery of any part of the goods in accordance with Condition 5 (a) above, we shall be entitled by notice in writing to you to increase the price of the goods remaining undelivered to our standard price or prices ruling on the actual date of delivery. 6.a)If events beyond our reasonable control prevent us from delivering any goods by the appropriate date, such date shall be postponed for a reasonable period. Beyond such period we may, without liability, cancel this contract as regards such goods, unless the products either have been, or are in the course of being made, or have been appropriated by us to this contract. b)If, by reason of any such circumstances we are prevented from supplying you with the full quantity of the goods delivered under this contract and also at the same time maintaining if full our other business then we shall be at liberty to withhold, reduce, or suspend deliveries to you to such extent as we shall consider reasonable and equitable in all the circumstances. c)We shall give as much advance notice as possible of any proposed action by us under paragraph (a) or (b) above to enable you to make alternative arrangements for the purchase of the goods during the period of reduced or suspended delivery, and in this event you will be free to purchase from other suppliers your requirements of the goods to make good your anticipated or actual deficiency but we shall not be bound to acquire by purchase or otherwise additional quantities of the goods from other suppliers. CONDITIONS OF SALE
7.a)Complaints on quality will only be considered provided notice in writing is given to us within 28 days after receipt of goods by you or your agents and the defective goods are placed aside for inspection by our representative. This shall be a condition precedent to the giving of any credit or allowance in respect of or replacing the goods alleged to be defective. b)Our liability in respect of goods proved by you to be defective is limited to giving you a reasonable credit or allowance in respect of (or at our option to replacing at the point of delivery specified overleaf the goods, but in no circumstances will our maximum liability hereunder exceed the invoice value of the defective goods. c)In particular, we shall not be liable for - (i)adverse effects resulting from the application to the goods of any process operation or treatment, unless specifically recommended by us and we have agreed to be so liable, nor(iifor any goods which have been cut or partly cut or processed by you in any way or damaged after the risk in the goods has passed to you (iii) any expenditure incurred by you in respect of goods proved or alleged to be defective, nor (iv)loss of profit not for consequential loss of any kind to you however caused. d)Claims for loss or damage in transit of goods shipped at our risk will only be considered if made so as to reach us within such period as will enable a valid claim to be made against the carrier. e)In the event of your failure to give us notice as specified in Paragraph (a) or (d) above, your claim shall be deemed to have been waived and shall be absolutely barred. f)Where a complaint or a claim has been made in respect of goods proved or alleged to be defective wemay suspend further deliveries of goods under this contract until the validity of such complaint or claim has been finally determined and in such events the applicable delivery dates) shall be postponed accordingly. g)If on or after delivery we make an allowance to you in respect of any claim and such allowance is accepted by you, no further claim may be made by you in respect of that matter.8.a)If you purport to cancel this contract or refuse to accept delivery of goods hereunder, you will be liable to us for the full contract price. b)We shall be entitled to charge interest at the rate of 1.5% per month on: (i)all overdue payments (ii)the price of any goods of which you shall have failed to take delivery until the date they were actually delivered to you or otherwise disposed of. c)We shall be entitled to suspend or cancel further deliveries under this and any other contract between you and us: (i)if payment is overdue or (ii)if you shall have failed to take delivery of any goods or (iii)if and to the extent (after notice) that the value of the goods delivered would exceed, your credit limit whether or not advised to you and whether or not payment is overdue. d)For the purpose of this Condition time of our receipt of payment shall be of the essence of this contract. e)You shall not be entitled to withhold or set off payment for goods delivered for any reason whatsoever. 9.a)The risk in the goods shall pass to you when we deliver the goods in accordance with the terms hereof to you or to your agent or other person to whom we have been authorised by you to deliver the goods and we shall have no responsibility in respect of the safety of the goods thereafter and accordingly you should insure the goods thereafter against such risks (if any) as you think appropriate. b)However the ownership of the goods shall remain with us and we reserve the right to dispose of the goods until payment in full for all the goods has been received by us in accordance with the terms of the contract or until such time as you sell the goods to your customers by way of bona fide sale at full market value. 10.All designs and sketches are submitted by us in confidence and unless otherwise agreed in writing they and the copyright in them remain our property. 11.This contract contains all the terms and conditions of purchase and the sale relating to the supply of the goods to which it relates. No further conditions will be recognised by or binding on either you or us apart from the actual quantities, prices and delivery dates notwithstanding that such conditions my be annexed to any documents exchanged between us relating to this contract or the supply of goods hereunder. 12.This contract shall be interpreted exclusively according to the laws of the United Kingdom and you hereby accept the jurisdiction of such courts whether in the United Kingdom or elsewhere as we may nominate for the purpose of trying any action arising out of this contract.