TERMS AND CONDITIONS
FOR SALE OF GOODS

1 DEFINITIONS

In this document the following words shall have the following meanings:

1.1 “Buyer” means the organization or person who buys or agrees to buy Goods from
the Seller

1.2 “Goods” means the articles to be supplied to the Buyer the Seller

1.3 “Intellectual Property Rights” means all patents, registered and unregistered
designs, copyright, trademarks, know-how and all other forms of intellectual
property wherever in the world enforceable

1.4 “List Price” means the list of prices of the Goods maintained by the Seller as
amended from time to time

1.5 “Seller” means See:Saw Clothing Ltd.

2 GENERAL

2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by
the Seller to the Buyer to the exclusion of all other terms and conditions
referred to, offered or relied on by the Buyer whether in negotiation or at any
stage in the dealings between the parties, including any standard or printed
terms tendered by the Buyer, unless the Buyer specifically states in writing,
separately from such terms, that it wishes such terms to apply and this has
been acknowledged by the Seller in writing.

2.2 Any variation to these Terms and Conditions (including any special terms and
conditions agreed between the parties) shall be inapplicable unless agreed in
writing by the Seller.

3 PRICE AND PAYMENT

3.1 The price shall be that in the Seller’s current List Price, or such other price as the
parties may agree in writing. The price is exclusive of VAT or any other
applicable costs. Carriage shall be paid for by the Seller.

3.2 50% of payment of the price and VAT and any other applicable costs shall be due
within 5 working days receipt of the invoice supplied by the Seller. The
further 50% within 30 days of receipt of invoice.

3.3 *When sale on return option in chosen by the buyer, on return of goods, a
refund based on the quantity of goods and quality of goods shall be
administered within 5 working days. All goods returned have to be returned
in good reseller able order and in original packaging.

3.4 The Seller shall be entitled to charge interest on overdue invoices from the date
when payment becomes due from day to day until the date of payment at a
rate of 17.09% per annum.

3.5 If payment of the price or any part thereof is not made by the due date, the Seller
shall be entitled to:

  • 3.5.1 require full payment in advance of delivery in relation to any Goods not
    previously delivered;
  • 3.5.2 refuse to make delivery of any undelivered Goods whether ordered
    under the contract or not and without incurring any liability
    whatever to the Buyer for non-delivery or any delay in delivery
  • 3.5.3 terminate the contract.
4 DESCRIPTION

Any description given or applied to the Goods is given by way of identification
only and the use of such description shall not constitute a sale by description.
For the avoidance of doubt, the Buyer hereby affirms that it does not in any
way rely on any description when entering into the contract.

5 SAMPLE

Where a sample of the Goods is shown to and inspected by the Buyer, the parties
hereto accept that such a sample is so shown and inspected for the sole
purpose of enabling the Buyer to judge for itself the quality of the bulk, and
not so as to constitute a sale by sample.

6 DELIVERY

6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the
address specified by the Buyer on the date specified by the Seller. The Buyer
shall make all arrangements necessary to take delivery of the Goods
whenever they are tendered for delivery.

6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery
shall not be of the essence of the contract.

6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then the
Seller shall be entitled to place the Goods in storage until such times as
delivery may be effected and the Buyer shall be liable for any expense
associated with such storage.

6.4 The Buyer shall be entitled to replacement Goods where the Goods have been
damaged during transportation. The Buyer must notify the Seller of the
damage within 24 hours of delivery.

7 RISK

Risk in the Goods shall pass to the Buyer at the moment the Goods are dispatched
from the Seller`s premises. Where the Buyer chooses to collect the Goods
itself, risk will pass when the Goods are entrusted to it or set aside for its
collection, whichever happens first.

8 TITLE

Title in the Goods shall not pass to the Buyer until the Seller has been paid in
full for the Goods.

9 WARRANTY

9.1 Where the Goods have been manufactured by the Seller and are found to be
defective, the Seller shall repair, or in its sole discretion, replace defective
Goods free of charge within 1 month from the date of delivery, subject to the
following conditions:

  • 9.1.1 the Buyer notifying the Seller in writing immediately upon the defect
    becoming apparent;
    9.1.2 the defect being due to the faulty design, materials or workmanship of
    the Seller.

9.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s
expense, if so requested by the Seller.

9.3 Where the Goods have been manufactured and supplied to the Seller by a third
party, any warranty granted to the Seller in respect of the Goods shall stay
with the seller.

9.4 The Seller shall be entitled in its absolute discretion to refund the price of the
defective Goods in the event that such price has already been paid.

9.5 The remedies contained in this Clause are without prejudice to the other Terms
and Conditions herein, including, but without limitation, Clauses 10 and 11
below.

10 LIABILITY

10.1 No liability of any nature shall be incurred or accepted by the Seller in respect of
any representation made by the Seller, or on its behalf, to the Buyer, or to any
party acting on its behalf, prior to the making of this contract where such
representations were made or given in relation to:

10.1.1 the correspondence of the Goods with any description

10.1.2 the quality of the Goods; or

10.1.3 the fitness of the Goods for any purpose whatsoever.

10.2 No liability of any nature shall be accepted by the Seller to the Buyer in respect
of any express term of this contract where such term relates in any way to:

  • 10.2.1 the correspondence of the Goods with any description;
  • 10.2.2 the quality of the Goods; or
  • 10.2.3 the fitness of the Goods for any purpose whatsoever.

10.3 All implied terms, conditions or warranties as to the correspondence of the
Goods to any description or the satisfactory quality of the Goods or the fitness
of the Goods for any purpose whatsoever (whether made known to the Seller
or not) are excluded to the fullest extent permitted by law.

11 LIMITATION OF LIABILITY

11.1 Where any court or arbitrator determines that any part of Clause 10 above is, for
whatever reason, unenforceable, the Seller shall be liable for all loss or
damage suffered by the Buyer but in an amount not exceeding the contract
price.

11.2 Nothing contained in these Terms and Conditions shall be construed so as to
limit or exclude the liability of the Seller for death or personal injury as a
result of the Seller’s negligence or that of its employees or agents.

12 INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights produced from or arising as a result of the performance
of this Agreement shall, so far as not already vested, become the absolute
property of the Seller, and the Buyer shall do all that is reasonably necessary
to ensure that such rights vest in the Seller by the execution of appropriate
instruments or the making of agreements with third parties.

13 FORCE MAJEURE

The Seller shall not be liable for any delay or failure to perform any of its
obligations if the delay or failure results from events or circumstances outside
its reasonable control, including but not limited to acts of God, strikes, lock
outs, accidents, war, fire, breakdown of plant or machinery or shortage or
unavailability of raw materials from a natural source of supply, and the Seller
shall be entitled to a reasonable extension of its obligations. If the delay
persists for such time as the Seller considers unreasonable, it may, without
liability on its part, terminate the contract.

14 RELATIONSHIP OF PARTIES

Nothing contained in these Terms and Conditions shall be construed as
establishing or implying any partnership or joint venture between the parties
and nothing in these Terms and Conditions shall be deemed to construe either
of the parties as the agent of the other.

15 WAIVER

The failure by either party to enforce at any time or for any period any one or
more of the Terms and Conditions herein shall not be a waiver of them or of
the right at any time subsequently to enforce all Terms and Conditions of this
Agreement.

17 SEVERABILITY

If any term or provision of these Terms and Conditions is held invalid, illegal or
unenforceable for any reason by any court of competent jurisdiction such
provision shall be severed and the remainder of the provisions hereof shall
continue in full force and effect as if these Terms and Conditions had been
agreed with the invalid, illegal or unenforceable provision eliminated.

18 GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the law of
England and the parties hereby submit to the exclusive jurisdiction of the
English courts.

19 DIVISIBILITY

The Company reserves the right to make deliveries by instalments and to render a
separate invoice in respect of each such instalment. If the Company exercises
its right to make deliveries in accordance with sub-paragraph (A) above, any
delay in the provision of such deliveries or failure to deliver any further
instalment or instalments, shall not entitle the Buyer to reject the contract or
the delivery of any other instalment or to withhold payment in respect of any
instalment previously delivered. The failure or refusal of the Buyer to take
delivery or to pay for any one or more of the said instalments of the Goods on
the due dates shall entitle the Seller (at the sole option of the Seller):

20 Additional remedies for late payment

20.1 If the Buyer fails to make any payment on the due date then without prejudice
to any of the Seller’s other rights the Seller may:

  • 20.1:1 suspend or cancel deliveries of any articles due to the Buyer;
    and/or
  • 20.1:2 appropriate any payment made by the Buyer to such of the Goods (or
    Goods supplied under any other contract with the Buyer) as the Seller may in its
    sole discretion think fit.The Seller may deliver the Goods by separate instalments.
    The Seller may raise separate invoice and require payment for each instalment.
21 Third party rights

The provisions of the Contracts (Rights of Third Parties Act) 1999 shall not apply to
this contract and a person who is not a party to this contract shall have no right under
that Act to enforce any term of the contract.