Maverick Customwear Ltd Terms & Conditions.

  1. FOR THE SALE OF GOODS

    1. INTERPRETATION  1.1 In these Conditions the following words have the following meanings: “the Buyer” the person(s), firm or company whose written order for the Goods is   accepted by the Company; “the Company” Maverick Customwear Ltd  “Conditions” these standard terms and conditions for the sale of goods; “Contract” any contract between the Company and the Buyer for the sale and purchase   of the Goods, incorporating these Conditions; “Delivery Point” the place where delivery of the Goods is to take place under condition   4; “Goods” any goods which the Company is to supply to the Buyer (including any part or   parts of them).   1.2 In these Conditions references to any statute or statutory provision shall unless   the context requires otherwise include a reference to that statute or statutory provision   as from time to time amended, consolidated, modified, extended, re-enacted or   replaced.   1.3 In these Conditions references to the masculine include the feminine and the   neuter and to the singular include the plural and vice versa as the context admits or   requires.   1.4 In these Conditions headings will not affect the construction of these Conditions  

    2. APPLICATION OF TERMS  2.1 Subject to any variation under condition 2.3 the Contract will be on these   Conditions to the exclusion of all other terms and conditions (including any terms and   conditions which the Buyer purports to apply under any purchase order, confirmation of   order, specification or other document).   2.2 No terms or conditions endorsed upon, delivered with or contained in the Buyer’s   purchase order, onfirmation of order, specification or other document will form part of   the Contract simply as a result of such document being referred to in the Contract.   2.3 These Conditions apply to all the Company’s sales and any variation to these   Conditions and any epresentations about the Goods shall have no effect unless   expressly agreed in writing and signed by a director of the Company.   2.4 Each order for Goods by the Buyer from the Company shall be deemed to be an   offer by the Buyer to purchase Goods subject to these Conditions.   2.5 No order placed by the Buyer shall be deemed to be accepted by the Company   until a confirmation of order is issued by the Company in writing or by email to the   address or email address provided or (if earlier) the Company delivers the Goods to the   Buyer. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence   of the Buyer’s acceptance of these terms and conditions.     2.6 The Buyer must ensure that the terms of its order and any applicable   specification are complete and accurate.   2.7 If the Goods are to be manufactured or any process is to be applied to the Goods   by the Company in accordance with a specification submitted by the Buyer, the Buyer   shall indemnify the Company against all loss, damages, costs and expenses awarded   against or incurred by the Company in connection with, or paid or agreed to be paid by   the Company in settlement of any claim for infringement of any patent , copyright,   design, trademark or other industrial or intellectual property rights of any person which   results from the Company’s use of the Buyer’s specification.   2.8 The Company reserves the right to make any changes in the specification of the   Goods which are required to conform with any applicable statutory or EU requirements   or where the Goods are to be supplied to the company’s specification, which do not   materially affect their quality or performance.   2.9 The Company reserves the right to withdraw from sale any of the Goods   contained in the Company’s catalogues, brochures or website or otherwise held by the   Company without first giving prior notification to the Buyer.   2.10 Any quotation is given on the basis that no contract will come into existence until   the Company despatches an acknowledgement of order to the Buyer. Any quotation is   valid for a period of 30 days only from its date, provided that the Company has not   previously withdrawn it.   2.11 Subject to condition 4.5 no order which has been accepted by the Company may   be cancelled by the Buyer except with the written consent of the Company and on terms   that the Buyer will indemnify the Company in full against all losses (including loss of   profit) costs (including the costs of all labour and material used), damages, charges and   expenses suffered or incurred by the Company as a result of such cancellation.  

    3. DESCRIPTION    3.1 The description of the Goods shall be as set out in the Company’s catalogues or   website.   3.2 All drawings, descriptive matter, specifications and advertising issued by the   Company and any descriptions or illustrations contained in the Company’s catalogues,   brochures or website are issued or published for the sole purpose of giving an   approximate idea of the Goods described in them. They will not form part of this   Contract.   3.3 The Goods are subject to availability. If on receipt of the Buyer’s order the Goods   are not available, the Company will inform the Buyer as soon as possible, and refund or   recredit the Buyer for any sum that has been paid by the Buyer or debited from the   Buyer’s debit or credit card for the Goods.  

    4. DELIVERY  4.1 Unless otherwise agreed in writing by the Company delivery of the Goods shall   take place at the address provided by the Buyer to the Company.   4.2 Unless otherwise agreed in writing by the Company the Goods shall be delivered   by such means as the Company thinks fit.   4.3 Any dates specified by the Company for delivery of the Goods are intended to be   an estimate and time for delivery shall not be made of the essence by notice. If no dates   are so specified, delivery will be within a reasonable time.     4.4 Subject to the other provisions of these Conditions the Company will not be liable   for any loss (including loss of profit), costs, damages, charges or expenses caused   directly or indirectly by any delay in the delivery of the Goods (even if caused by the   Company’s negligence), nor will any delay entitle the Buyer to terminate or rescind the   Contract unless such delay exceeds 60 days.   4.5 If for any reason the Buyer does not accept delivery of any Goods when they are   delivered, or the Company is unable to deliver the Goods on time because the Buyer has   not provided an appropriate address or appropriate instructions, documents, licences or   authorisations:   4.5.1 risk in the Goods will pass to the Buyer (including for loss or damage   caused by the Company’s negligence);   4.5.2 the Goods will be deemed to have been delivered; and   4.5.3 the Company may store the Goods until delivery and the Buyer will be   liable for all related costs and expenses (including without limitation storage and   insurance).   4.6 The Buyer will provide at its expense at the Delivery Point adequate and   appropriate equipment and manual labour for off-loading the Goods.   4.7 The Buyer will indemnify the Company against any liability and expense (whether   arising under statute or common law) caused by the Buyer’s failure to provide   appropriate equipment and manual labour for off-loading (whether or not the off-loading   is supervised by or on behalf of the Buyer) for;   4.7.1 any personal injury to or death of any of the Company’s employees,   agents or sub-contractors or any third party; and   4.7.2 any damage to or loss of any property of the Company, its employees,   agents or sub-contractors or any third party.   4.8 If the Company delivers to the Buyer a quantity of Goods of up to 70% less than   the quantity accepted by the Company the Buyer shall not be entitled to object to or   reject the Goods or any of them by reason of the shortfall and shall pay for such Goods   at a pro rata Contract rate.   4.9 Where the Goods are to be delivered in instalments, each delivery shall constitute   a separate contract and failure by the Company to deliver any one or more of the   instalments in accordance with these Conditions or any claim by the Buyer in respect of   any one or more instalments shall not entitle the Buyer to treat the whole contract as   repudiated.  

    5. NON-DELIVERY  5.1 The quantity of any consignment of Goods as recorded by the Company upon   despatch from the Company’s place of business shall be conclusive evidence of the   quantity received by the Buyer on delivery unless the Buyer can provide conclusive   evidence in writing proving the contrary.   5.2 The Company shall not be liable for any non-delivery of Goods (even if caused by   the Company’s negligence) unless written notice is received by the Company within 10   days of the date when the Goods would in the ordinary course of events have been   received.     5.3 Any liability of the Company for non-delivery of the Goods shall be limited to   replacing the Goods within a reasonable time or issuing a credit note at the pro rata   Contract rate against any invoice raised for such Goods.  

    6. RISK/TITLE  6.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of   delivery.   6.2 Ownership of the Goods shall not pass to the Buyer until the Company has   received in full (in cash or cleared funds) all sums due to it in respect of:   6.2.1 the Goods; and   6.2.2 all other sums which are or which become due to the Company from the   Buyer on any account.   6.3 Until ownership of the Goods has passed to the Buyer, the Buyer must:   6.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;   6.3.2 store the Goods (at no cost to the Company) separately from all other   goods of the Buyer or any third party in such a way that they remain readily   identifiable as the Company’s property;   6.3.3 not destroy, deface or obscure any identifying mark or packaging on or   relating to the Goods;   6.3.4 maintain the Goods in satisfactory condition insured on the Company’s   behalf for their full price against all risks to the reasonable satisfaction of the   Company. On request the Buyer shall produce the policy of insurance to the   Company; and   6.3.5 hold the proceeds of the insurance referred to in condition 6.3.4 on trust   for the Company and not mix them with any other money, nor pay the proceeds   into an overdrawn bank account.   6.4 The Buyer may resell the Goods before ownership has passed to it solely on the   following conditions:   6.4.1 any sale shall be effected in the ordinary course of the Buyer’s business at   full market value; and   6.4.2 any such sale shall be a sale of the Company’s property on the Buyer’s   own behalf and the Buyer shall deal as principal when making such a sale.   6.5 Where the Company is unable to determine whether any goods are the Goods,   the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the   Buyer in the order in which they were invoiced to the Buyer.   6.6 The Buyer’s right to possession of the Goods shall terminate immediately if:   6.6.1 the Buyer has a bankruptcy order made against him or makes an   arrangement or composition with his creditors, or otherwise takes the benefit of   any Act for the time being in force for the relief of insolvent debtors, or (being a   body corporate) convenes a meeting of creditors (whether formal or informal), or   enters into liquidation (whether voluntary or compulsory) except a solvent   voluntary liquidation for the purpose only of reconstruction or amalgamation, or   has a receiver and/or manager, administrator or administrative receiver appointed   of its undertaking or any part thereof, or a resolution is passed or a petition   presented to any court for the winding up of the Buyer, or for the granting of an   administration order in respect of the Buyer, or any proceedings are commenced   relating to the insolvency or possible insolvency of the Buyer; or   6.6.2 the Buyer suffers or allows any execution, whether legal or equitable, to   be levied on his/its property or obtained against him/it, or fails to observe/perform   any of his/its obligations under the Contract or any other contract between the   Company and the Buyer, or is unable to pay its debts within the meaning of   section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or   6.6.3 the Buyer encumbers or in any way changes any of the Goods.   6.7 The Company shall be entitled to recover payment for the Goods notwithstanding   that ownership of any of the Goods has not passed from the Company.   6.8 The Buyer grants the Company, its agents and employees an irrevocable licence   at any time to enter any premises where the Goods are or may be stored in order to   inspect them, or, where the Buyer’s right to possession has terminated, to recover them.  

    7. PRICE  7.1 Unless otherwise agreed by the Company in writing the price for the Goods shall   be the price set out in the Company’s price list provided by the Company to the Buyer.   7.2 The price for the Goods shall be exclusive of any value added tax or any other   applicable tax which the Buyer will pay in addition when it is due to pay for the Goods.   7.3 Except as otherwise agreed in writing by the Company, the Buyer shall be liable   to pay the Company’s charges for transport, packaging and insurance, as shown in the   price matrix set out in the Company’s price list provided by the Company to the Buyer or   on the Company’s website.   7.4 The Company shall make a minimum delivery charge of £5.00  

    8. PAYMENT  8.1 Unless otherwise agreed by the Company in writing, the Company may invoice   the Buyer for the price of the Goods on or at any time after delivery of the Goods.   8.2 Payment for the Goods and delivery charges can be made by any method shown   in the Company’s catalogue or shown on its website.   8.3 Subject to any credit terms agreed by the Company in writing, payment of the   price for the Goods is due 14 days from the date upon which the Goods are delivered or   deemed to be delivered.   8.4 Time for payment shall be of the essence.   8.5 No payment shall be deemed to have been received until the Company has   received cleared funds.   8.6 All payments payable to the Company under the Contract shall become due   immediately upon termination of this Contract despite any other provision.   8.7 The Buyer shall make all payments due under the Contract without any deduction   whether by way of set-off, counterclaim, discount, abatement or otherwise unless the   Buyer has a valid court order requiring an amount equal to such deduction to be paid by   the Company to the Buyer.     8.8 The Company may appropriate any payment made by the Buyer to the Company   to such of the Goods as the Company thinks fit despite any purported appropriation by   the Buyer.   8.9 If the Buyer fails to pay the Company any sum due pursuant to the Contract the   Buyer will be liable to pay interest to the Company on such sum from the due date for   payment at the annual rate of 5% above the base lending rate from time to time of   HSBC Bank Plc, accruing on a daily basis until payment is made, whether before or after   any judgement. The Company reserves the right to claim interest under the Late   Payment of Commercial Debts (Interest) Act 1998.  

    9. WARRANTY  9.1 The Company warrants that (subject to the other provisions of these Conditions)   upon delivery, and for a period of 12 months from the date of delivery, the Goods will be   of satisfactory quality within the meaning of the Sale of Goods Act 1994.   9.2 The Company shall not be liable for a breach of the warranty in condition 9.1   unless:   9.2.1 the Company receives written notice of the defect from the Buyer, within   10 days of:   (a) the date of delivery (where the defect would be apparent to the Buyer   upon a reasonable inspection); or   (b) the date when the Buyer discovers or ought reasonably to have discovered   the defect (where the defect would not be apparent to the Buyer upon reasonable   inspection); and   9.2.2 the Company is given a reasonable opportunity after receiving the notice   of examining such Goods and the Buyer (if asked to do so by the Company)   returns such Goods to the Company’s place of business at the Buyer’s cost for the   examination to take place there.   9.3 The Company shall not be liable for a breach of the warranty in condition 9.1:   9.3.1 if the Buyer makes any further use of such Goods after giving notice; or   9.3.2 if the defect arises because the Buyer failed to follow the Company’s oral   or written instructions as to the washing, care, storage, use or maintenance of the   Goods or (if there are none) good trade practice; or   9.3.3 if the Buyer alters or repairs such Goods without the written consent of   the Company; or   9.3.4 if the defect in such Goods arises from any design defect in any drawing   design or specification supplied or approved by the Buyer   9.4 Subject to conditions 9.2 and 9.3, if any of the Goods do not conform with the   warranty in condition 9.1 the Company shall at its option repair or replace such Goods   (or the defective part) or refund the price of such Goods at the pro rata Contract rate   provided that, if the Company so requests, the Buyer shall, (at the Buyer’s expense),   return the Goods or the part of such Goods which is defective to the Company.   9.5 If the Company complies with condition 9.4 it shall have no further liability for a   breach of the warranty in condition 9.1 in respect of the quality of such Goods.     9.6 Any Goods replaced will belong to the Company and any repaired or replacement   Goods will be guaranteed on these terms for the unexpired portion of the 12 month   period.  

    10. LIMITATION OF LIABILITY  10.1 The following provisions and the provisions of condition 9, set out the entire   liability of the Company (including any liability for the acts or omissions of its employees,   agents and sub-contractors) to the Buyer in respect of:   10.1.1 any breach of these Conditions; and   10.1.2 any representation, statement or tortious act or omission including   negligence arising under or in connection with the Contract.   10.2 All warranties, conditions and other terms implied by statute or common law   (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the   fullest extent permitted by law, excluded from the Contract.   10.3 Nothing in these Conditions excludes or limits the liability of the Company for   death or personal injury caused by the Company’s negligence or for fraudulent   misrepresentation.   The Buyer’s attention is in particular drawn to the provisions of condition 10.4   10.4 Subject to conditions 10.2 and 10.3:   10.4.1 the Company’s total liability in contract, tort (including negligence   or breach of statutory duty), misrepresentation or otherwise, arising in   connection with the performance or contemplated performance of this   Contract shall be limited to the Contract price as set out on the Buyer’s   order; and   10.4.2 the Company shall not be liable to the Buyer for any loss of   goodwill or reputation, loss of profit of loss of sales (whether direct or   indirect) or any consequential or indirect loss, damage or expense   whatsoever (howsoever caused) which arises out of or in connection with   the Contract.   10.5 The Buyer shall indemnify the Company against all liability, actions proceedings,   costs, claims, damages or demands in any way connected with this Contract brought or   threatened to be brought against the Company by any third party except to the extent   the Company is liable to the Buyer in accordance with these terms and conditions.  

    11. SAMPLES  11.1 Unless otherwise agreed in writing by the Company samples of the Goods   (“Samples”) shall be restricted to a maximum of five items per Company style.   11.2 The Samples mentioned in condition 11.1 shall be invoiced by the Company at   the price notified to the Buyer by the Company at the time of the Buyer’s order.   11.3 The Company shall refund the value of the Samples provided that:   11.3.1 the Samples are returned unused within 10 days of delivery; and   11.3.2 the Samples are returned to the Company carriage paid with a note   enclosed quoting the original invoice number.     11.4 If the Samples are not returned in accordance with condition 11.3 payment for   the price of the Samples and the Company’s charges for transport, packaging and   insurance shall become immediately payable.  

    12. RETURNS  12.1 The Company shall issue a credit note for the value of the Goods provided that:   12.1.1 the Goods are returned unused, unworn, not personalised, not laundered   or damaged within 14 days of delivery; and   12.1.2 the Goods are returned to the Company carriage paid with a written note   enclosed quoting the original invoice number and stating the reasons for the return   of the Goods; and   12.1.3 the Goods have not been supplied by the Company to the Buyer in   accordance with a specification submitted to the Company by the Buyer.   12.2 If the Goods are not returned in accordance with condition 12.1 payment for the   price of the Goods and the Company’s charges for transport, packaging and insurance   shall become payable in accordance with condition 8.   12.3 The Company will impose a 10% re stocking charge where Goods are accepted for   return, in writing by the Company director, outside the 14 day standard return period   and are in accordance with condition  

  2. 13 INTELLECTUAL PROPERTY    13.1 The Goods or the Company’s catalogue or price list advertising the Goods may   contain intellectual property belonging to third parties. By advertising and supplying the   Goods the Company does not purport to grant an express or implied licence to any   intellectual property belonging to a third party that may be contained in the Goods or the   Company’s catalogue or price list. The Company assumes no responsibility for the   identification, validation, discovery, disclosure, or licensing of intellectual property in the   Goods or the Company’s catalogue or price list. The Buyer agrees to indemnify the   Company and keep it fully indemnified against all liabilities, losses, actions, proceedings,   claims, costs, demands and expenses brought or made against or incurred by the   Company arising by reason of the Buyer directly or indirectly using the intellectual   property contained in the Goods or the Company’s catalogue or price list without first   obtaining any necessary consents, licences or registrations from such third parties.   13.2 The Goods or the Company’s catalogue or price list may also contain intellectual   property rights that belong to the Company. Without the Company’s prior permission the   Buyer shall not display or use in any manner the intellectual property in the Goods or the   Company’s catalogue or price list that belong to the Company. Any rights not expressly   granted herein are reserved.  

    14. ASSIGNMENT  14.1 The Buyer shall not be entitled to assign the Contract or any part of it without the   prior written consent of the Company.   14.2 The Company may assign the Contract or any part of it to any person, firm or   company.  

    15. FORCE MAJEURE  15.1 The Company shall not be deemed to be breach of these Conditions or otherwise   liable to the Buyer in any manner whatsoever for any failure or delay in performing its   obligations under this Agreement due to Force Majeure.     15.2 For the purpose of this condition 15 “Force Majeure” means, any cause   preventing the Company from performing any or all of its obligations which arises from   or is attributable to acts, events, omissions or accidents beyond the reasonable control   of the Company including without limitation, strikes, lockouts or other industrial disputes   (whether involving the workforce of the Company or any other party) act of God, war,   riot, civil commotion, malicious damage, compliance with any law or governmental   order, rule, regulation or direction, accident, delay caused by the sub-contractor or   breakdown of plant or machinery, fire, flood, storm or default of supplies or subcontractors.  

    16. GENERAL  16.1 Time for performance of all obligations of the Buyer under the Contract is of the   essence.   16.2 Each right or remedy of the Company under the Contract is without prejudice to   any other right or remedy of the Company whether under the Contract or not.   16.3 If any provision of the Contract is found by any court, tribunal or administrative   body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable,   unenforceable or unreasonable it shall to the extent of such illegality, invalidity,   voidness, voidability, unenforceability or unreasonableness be deemed severable and the   remaining provisions of the Contract and the remainder of such provision shall continue   in full force and effect.   16.4 Failure or delay by the Company in enforcing or partially enforcing any provision   of the Contract will not be construed as a waiver of any of its rights under the Contract.   16.5 Any waiver by the Company of any breach of, or any default under, any provision   of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or   default and will in no way affect the other terms of the Contract.   16.6 The parties to these Conditions do not intend that any of its terms will be   enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person   not a party to it.   16.7 The formation, existence, construction, performance, validity and all aspects of   the Contract shall be governed by English law and the parties submit to the exclusive   jurisdiction of the English courts.  

    17. COMMUNICATIONS   17.1 All communications between the parties about this Contract must be in writing   and delivered by hand or sent by pre-paid first class post or sent by facsimile   transmission or email:   17.1.1 (in case of communications to the Company) to its trading address set out   on the original invoice or such changed address as shall be notified to the Buyer by   the Company; or   17.1.2 (in case of communications to the Buyer) to the registered office of the   addressee (if it is a company) or (in any other case) to any address of the Buyer   set out in any document which forms part of this Contract or such other address as   shall be notified to the Company by the Buyer.   17.2 Communications shall be deemed to have been received:   17.2.1 if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays   and Bank and public holidays) after posting (exclusive of the day of posting);     17.2.2 if delivered by hand, on the day of delivery;   17.2.3 if sent by facsimile transmission or email on a working day prior to   4.00pm, at the time of ransmission and otherwise on the next working day.   17.3 Communications addressed to the Company shall be marked for the attention of a director.