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Terms & Conditions

STANDARD TERMS AND CONDITIONS OF SUPPLY

These Terms and Conditions govern the supply of products and services by Melrose Textile Co Ltd “Melrose”.

1. INTRODUCTION

1.1                   In these Terms and Conditions the following terms shall unless the context otherwise requires have the meanings set out below:

“Contract”                  means any agreement between Melrose and the Customer for the supply of Products, which expressly or by implication incorporates theses Terms and Conditions.

“Customer”                  means the person who accepts the Melrose’s quotation for the sale of the products, or whose order for the goods is accepted by Melrose.

“Delivery Address”                  means the address as the point of delivery as notified to Melrose by the Customer.

“Delivery Date”                  means the delivery date as notified by Melrose to the Customer.

“Invoice”                  means the invoice prepared by Melrose and issued to the Customer.

“Price”                  means the total price for the Products as specified in the invoice.

“Products”                  means Melrose’ products including but not limited to any particular types of rugs, carpets or floorcoverings.

“Terms”                  means the standard terms of supply set out in this agreement, and includes any special terms agreed in writing between Melrose and the customer.

“Writing”                  and any similar expression includes facsimile transmission and comparable means of communication, but not electronic mail.

1.2                   Melrose’s employees or agents are not authorised to make any representations concerning the products, unless confirmed in writing. In entering into the contract the customer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these terms affects the liability of either party for fraudulent misrepresentation.

1.3                   No order submitted by the customer shall be deemed to be accepted by Melrose, unless and until confirmed by Melrose in writing, and the customer shall be responsible to Melrose for ensuring the accuracy of any order submitted by the customer.

1.4                   Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Melrose, shall be subject to correction without any liability on the part of Melrose.

1.5                   If these Terms are incorporated, by reference, into any other form of agreement between Melrose and the Customer, and that other agreement is currently in effect at the time the Contract is made, so that the Contract constitutes a contract for the purposes of that agreement, then the terms and conditions of the agreement will prevail in the event but only to the extent of, any conflict of meaning with these Terms.

1.6                   Melrose shall sell, and the customer shall purchase, the products in accordance with the written order, and subject in any case to the Terms which shall govern this contract, to the exclusion of any other terms, subject to which any order is made, or purported to be made, by the customer.

2. PRICE AND PAYMENT

2.1                   Applicable taxes, import duties and other dues are not included in the Price and will be charged in addition unless agreed otherwise. Value Added Tax will be charged to the customer, at the rate appropriate at the date of the invoice.

2.2                   Payment of the Price or any part payment thereof and any other charges due under the Contract must be made within 30 days of the date of an invoice unless otherwise agreed and specified in the Invoice . The contents of the Invoice, including the price shall, in the absence of a manifest error, be deemed to have been accepted by the Customer unless the Customer has notified Melrose in writing within 7 days from the date of the Invoice that such contents have been disputed.

Unless otherwise agreed payment shall be made in pounds sterling.

All payments which are not received when payable shall be considered overdue, and Melrose reserves the right to charge interest on a daily basis at three per cent per annum above the Lloyds TSB Bank base rate from time to time until payment in full is made.

2.3                   Without prejudice to any of Melrose’s other rights, if the Customer materially breaches these Terms, including but without limitation, by failing to effect any payment due to Melrose on the due date, in accordance with Clause 2.2 above, Melrose shall have the right to terminate or cancel the Contract, and suspend any further deliveries to the Customer.

2.4                   Following such termination or suspension, the customer shall indemnify Melrose in full against all loss including loss of profit , costs including the cost of all labour and materials used , damages, charges and expenses, incurred by Melrose as a result of such termination and suspension.

3. TITLE

3.1                   Risk of damage to or loss of the products shall pass to the customer:

3.1.1                   in the case of products to be delivered at Melrose’s premises, at the time when Melrose notifies the customer that the products are available for collection; or

3.1.2                   in the case of products to be delivered otherwise than at Melrose’s premises, at the time of delivery or, if the customer wrongfully fails to take delivery of the products, the time when Melrose has tendered delivery of the products.

3.2                   Notwithstanding delivery and the passing of risk in the Products, or any other provision of these Terms, the property in the Products shall not pass to the Customer until Melrose has received in cash or cleared funds, payment in full for the price of the Products and all other goods, agreed to be sold by Melrose to the customer for which payment is then due.

3.3                   Until such time as the property in the Products passes to the customer, the Customer shall hold the Products as Melrose’s fiduciary agent and bailee, and shall keep the Products separate from those of the Customer and third parties, and properly stored, protected, insured and identified as Melrose’s property, but the Customer may resell or use the Products in the ordinary course of its business.

3.4                   Until such time as the property in the Products passes to the Customer and provided the Products are still in existence and have not been resold Melrose may at any time require the Customer to deliver up the Products to Melrose and, if the Customer fails to do so forthwith, enter on any premises of the Customer or any third party where the goods are stored, and repossess the Products.

3.5                   The Customer shall not be entitled to pledge, or in any way charge by way of security for any indebtedness, any of the Products that remain the property of Melrose, but if the Customer does so all moneys owing by the Customer to Melrose shall without limiting any other right or remedy of Melrose forthwith become due and payable.

4. DELIVERY

4.1                   Delivery will be effected at the Delivery Address, unless otherwise agreed by the parties in writing.

4.2                   If appropriate, the Customer will make the Delivery Address available for inspection by appropriate Melrose staff, at any agreed time during a period of 30 days before the Delivery Date if so required by Melrose.

4.3                   If appropriate, the Customer will furnish the necessary labour if Melrose so require under Melrose’ direction for taking any Products supplied under the Contract into it’s designated operating point, unpacking it and placing it in the desired location.

4.4                   The Delivery Date is approximate only, and Melrose shall not be liable for any delay in delivery of the Products however caused. The delivery date shall not be of the essence of the contract unless it has previously been agreed to be so by Melrose in writing.

4.5                   Each delivery of Products under the Contract will be deemed to constitute a separate enforceable contract to which these Terms apply.

4.6                   If the Customer refuses or fails to take delivery of Products tendered in accordance with the Contract, delivery will nevertheless be deemed to have taken place, for the purpose of Melrose’s rights to payment, and without limiting any of its rights and remedies. Melrose will be entitled to store the products at the Customers risk and expense including all transportation charges, storage costs, and insurance, or to sell the products at the best price readily obtainable, and after deducting all reasonable storage and selling expenses account to the Customer for the excess over the Price, or charge the Customer for any shortfall below the Price agreed with the Customer.

 

5. SUBSTITUTION AND CHANGES

5.1                   Melrose reserves the right to make substitutions or modifications to any part of the products at any time prior to delivery provided that such substitutions or modifications will not materially affect the quality of such Products.

5.2                   Melrose further reserve the right, by giving written notice at any time prior to delivery, to increase the price of the Products, to reflect any increase in the cost to Melrose, which is due to any factor beyond Melrose’s control.

5.3                   No order, which has been accepted by Melrose may be cancelled by the Customer, except with the prior written consent of Melrose. The Customer shall indemnify Melrose in full against all loss including loss of profit , costs including the cost of all labour and materials used damages, charges and expenses incurred by Melrose as a result of such cancellation.

6. LIMITS OF LIABILITY

6.1                   Subject as expressly provided in these Terms, and except where the Products are sold to a person dealing as a consumer within the meaning of the Unfair Contract Terms Act 1977 , all warranties, conditions, or other terms implied by statute or common law are executed to the fullest extent permitted by law.

6.2                   Where the Products are sold under a consumer transaction as identified by the Consumer transactions Restrictions on Statements Order 1976 the statutory rights of the Customer are not affected by these Terms.

6.3                   A claim by the Customer, which is based on any defect in the quality or condition of the Products or their failure to correspond with specification shall whether or not delivery is refused by the Customer be notified to Melrose within 7 days from the date of delivery, or where the defect or failure was not apparent on reasonable inspection within a reasonable time after the discovery of the defect or failure. If delivery is not refused, and the customer does not notify Melrose accordingly, the Customer shall not be entitled to reject the products, and Melrose shall have no liability for such defect or failure, and the Customer shall be bound to pay the price, as if the Products had been delivered in accordance with the Contract.

6.4                   Where a valid claim in respect of any of the Products, which is based on a defect in the quality or condition of the Products, or their failure to meet specification, is notified to Melrose in accordance with these Terms, Melrose may replace the Products or the part in question free of charge, or at Melrose’s sole discretion, refund to the customer the price of the Products or a proportionate part of the price , in which case Melrose shall have no further liability to the Customer.

6.5                   Except in the case of death or personal injury caused by Melrose’s negligence, or liability for defective products under the Consumer Protection Act 1987, Melrose shall not be liable to the Customer by reason of any representation unless fraudulent or any implied warranty, condition, or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special, or consequential loss or damage, costs, expenses, or other claims for compensation whatsoever whether caused by the negligence of Melrose, it’s employees or agents or otherwise , which arise out of or in connection with the supply of the Products including any delay in supplying or any failure to supply the Products in accordance with the Contract or at all , or their use or resale by the Customer, and the entire liability of Melrose under or in connection with the Contract shall not exceed the Price of the Products, except as expressly provided in these Terms.

7. INSOLVENCY OF CUSTOMER

7.1                   If the Customer makes a voluntary arrangement with its creditors if an individual becomes bankrupt, or being a Company becomes subject to an administration order, or goes into liquidation but not for amalgamation or reconstruction purposes , or an encumbrancer or receiver takes possession over any of the property or assets of the Customer, or Melrose reasonably believes that any of these events, or other event of insolvency is about to occur in relation to the Customer, and notifies the Customer accordingly, then Melrose may, without limiting any of its rights and remedies, cancel any Contract with the Customer, and suspend any further deliveries without liability to the Customer, and if any Products have been delivered and not paid for, then the Price will become immediately due and payable, notwithstanding any agreement to the contrary.

8. ARBITRATION

8.1                   Any dispute under, or in connection with, the agreement of the sale of Products, shall be referred to arbitration by a single arbiter, appointed by agreement, or in default nominated on the application of either party in accordance with the rules of [LCIA London Court of International Arbitration ].

9. FORCE MAJEURE

9.1                   Melrose shall not be liable for failure to perform its obligations in the event such performance is prevented of hindered by reasons of force majeure. Force majeure shall be deemed to mean all causes beyond the reasonable control of Melrose including, without prejudice to the generality of the foregoing, any delays arising from the act, omission or default of any of Melrose’s suppliers or sub-contractors, Acts of God, fires or industrial disputes.

10. ASSIGNMENT

10.1                   The Customer shall not assign its rights or obligations under the Contract except with the prior written consent of Melrose.

11. WAIVER

11.1                   Failure by either party at any time to enforce any of the provision of the Contract shall not be construed as a waiver by that party of any such provisions nor in any way affect the validity of the Contract.

12. SEVERABILITY

12.1                   In the event that any or any part of the Contract shall be determined invalid, unlawful or unenforceable to any extent, then such condition or provision shall be severable from the remaining terms, conditions and provisions. These remaining terms shall continue to be valid and enforceable to the fullest extent permitted by law.

13. LAW AND JURISDICTION

13.1                   The Contract shall be subject to and interpreted in accordance with English Law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts in all matters arising out of the Contract.

14. NOTICES

14.1                   Any notice to be served by either party pursuant to the Contract is to be sent by registered mail or fax to the other party’s address as specified in the Invoice.


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