< BACK GENERAL TERMS AND CONDITIONS (WHOLESALE) 1. TERMS AND CONDITIONS OF SALE (a) These Terms and Conditions of Sales shall apply to the sale of the Goods by the Seller to the Buyer and shall replace and prevail over any terms and conditions contained or referred in the Order or in correspondence or any other communication or implied trade or custom. (b) These Terms and Conditions shall constitute the entire agreement between the parties and no addition or variation to these conditions shall be binding upon the Seller unless agreed in writing. (c) These Terms and Conditions are subject to change periodically and without notice. 2. TERMS OF PAYMENT (a) Payment is 30% cash 30 days after signature of order and 70% cash against proforma before delivery unless otherwise agreed. (b) The Purchase Price is not inclusive of Value Added Tax and any other taxes or duties and freight cost. (c) Legal expenses will be charged when incurred in the collection of overdue accounts. (d) Loss of profits will be charged on all orders or balances thereof outstanding should the account be in default and subject to legal proceedings. 3. DELIVERY (a) The Purchase Price is not inclusive of delivery charge. Orders will be charged freight cost unless otherwise agrred. (b) Whilst the Seller will make all reasonable effort to deliver the Goods by the delivery date specified by the Buyer in writing, time shall not be of the essence. The Seller shall be entitled to deliver during the two weeks following from the specified date. (c) The Buyer shall provide all necessary instructions, documents licences, consents and authorities that may be required in connection with the delivery of the Goods in good time before delivery. The Buyer will accept all goods on the date or dates on which the Seller can deliver. (d) In the event of the Buyer failing or refusing to take delivery of the Goods then the full Purchase Price becomes due immediately. (e) No responsibility shall attach to the Seller for any delay in delivery, if caused by any strike, lock out, fire, breakdown, or other unforeseen accidents. (f) The Seller will use all reasonable endeavours to deliver the goods by the agreed dates. The Seller will not be liable for damages for late delivery, (whether direct of consequential) for loss of profit or otherwise. (g) If our production sites are affected by statutory SARS-CoV2 safety standards, the confirmed delivery time will be delayed by 2-3 weeks. 4. EXAMINATION / CANCELLATION (a) The Buyer shall count and examine the Goods immediately on receipt thereof and notify the Seller and Carrier in writing of any defects in the Goods or any error in the number of Goods delivered within five working days of receipt, and shall be deemed to have accepted the Goods after the said five days if no notification is made. (b) The order can not be subject to change or cancellations of quantity, sizes, or colour can be accepted after the date of the order or the signing of the order unless confirmed in writing by the Seller. (c) The order is accepted subject to goods being available. (d) A cancellation fee calculated at 50% of the net value of the order will be charged. 5. LIMITATION OF LIABILITY (a) The responsibility of the Seller is limited to the wholesale selling price quoted on the order. (b) If Goods prove to be defective for any reason, the Sellers liability shall extend only to the repair of the defective Goods, whichever shall be possible at the time of the Buyers claim. Otherwise the Buyer will be credited for the wholesale value of the defective Goods. (c) In order that the Seller might meet such liability, the Buyer shall afford the Seller reasonable opportunity to repair or replace the defective Goods. (d) The sole liability of the Seller in respect of any defect in the Goods supplied or for any shortage in the quantity of the Goods delivered or for any loss or injury or damage attributable, directly or indirectly, thereto (other than in respect of death or personal injury resulting from the negligence of the Seller or its servants or agents) is limited to a period of two calendar months only from the date upon which the Goods are delivered and is limited to:- (i) Making good by replacement; or (at the option of the Seller) (ii) Repairing defects or failures which under proper use appear therein. In addition the Seller must be reasonably satisfied that such defects or failure arose solely from the faulty design of the Goods, defective materials used or workmanship. Defects arising from faulty handling or storage through intense sunlight, hard fold creases, stapling without separation and wire hangers by the Buyer are not liability of the Seller. No liability shall attach to the Seller unless it is notified in writing within five days of the alleged failure or shortage and, if the Seller shall so require the defective Garments, or part thereof, are promptly returned to the Seller – all carriage paid by Buyer. (e) If, without the prior written consent of the Seller, repairs or alterations are made to the Goods, the Seller shall be under no liability in respect of the Goods and no allowance shall be made for any repairs or alterations made. (f) The Buyer shall not be entitled to rely on any oral statement or representations made by the Seller nor by the Seller’s employees, agents or servants and the Buyer acknowledge that it will only rely on written data and specifications supplied by the Seller. (g) Except as provided in conditions 5(d) and 5(e) all representations, guarantees, undertakings, conditions or warranties express or implied, statutory or otherwise in relation to the Garments are expressly excluded. (h) Without prejudice to the foregoing the Seller shall in no circumstances be liable for:- (i) any indirect or consequential loss (including without limitation, loss of profit or liability to third parties) suffered by the Buyer or others; or (ii) for any loss or damage in excess of the purchase price for the Goods in respect of which a claim is made. 6. CLAIMS (a) No claims can be considered unless made within five days of delivery of Goods. After one month from the date of delivery, no returns will be accepted for any reason. No returns will be considered without prior authorisation. (b) Any claims by the Buyer against the Seller in respect of the Goods shall not entitle the Buyer to withhold payment for any part of the Goods purchased by the Buyer from the seller, nor shall the Buyer be entitled to set off any such claim against any claim by the Seller for the price, nor shall they be entitled to claim a stay of execution on any judgment for the price in reliance upon such a claim. 7. TITLE (a) Title in the Goods will not pass from the Seller to the Buyer until the Seller has received in cleared funds payment in full of all monies owing from the Buyer to the Seller on any account whatsoever. (b) Until title in the Goods has passed to the Buyer under the provisions of sub clause (a) above, then the Buyer shall either:- (i) Store the Goods safely and effect adequate insurance against any loss or damage noting the Seller's interest upon any such policy of insurance. (ii) Acting as the Seller's agent, sell the Goods to a third party at a price, not less than the purchase price and retain the entire proceeds of sale in trust for the Seller in a separate bank account providing forthwith those details of such transactions that the Seller may demand and shall ensure that at all times the monies are identifies as the Seller's monies. (c) In the event that the Buyer shall sell the Goods to a third party pursuant to sub-clause (b) (ii) above, all rights and claims that the Buyer would otherwise acquire against the third party will accrue to the Seller (d) Until such time as title in the Goods passes to the Buyer under this Clause, the Seller shall be entitled to enter upon the property of the Buyer during normal working hours for the purpose of collecting the Goods. (e) The Seller may maintain an action for the price of the Goods sold notwithstanding property in them has not passed to the Buyer. 8. TERMINATION If the Buyer enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if (being a company) an order is made or a resolution is passed for the winding-up of the Buyer (otherwise for the purpose of amalgamation or reconstruction) or if a receiver is appointed over any of the Buyer's assets or undertakings or if circumstances arise which entitle the Court or a creditor to appoint a receiver or to make a winding-up order or if the Buyer takes or suffers any similar or analogous action in consequence or debt or commits any breach of these terms and conditions or any other contract between the Buyer and the Seller then the Seller may without prejudice to any other rights and remedies terminate the contract for sale of the Goods forthwith by notice to that effect. 9. FORCE MAJEURE The Seller reserves the right to suspend or cancel delivery of Goods or any part thereof in the event of the Seller being prevented or hindered from obtaining or delivering or dispatching same for reasons beyond the Sellers control. In this event, the Seller shall not be liable for any loss or damage direct or consequential which the Buyer may suffer in consequence or debt or commits any breach of these terms and conditions of any other contract between the Buyer and the Seller may without prejudice to any of its other rights and remedies terminate the contract for sale of the Goods forthwith by the notice to that effect. 01-03-2020