Terms & Conditions
1. Application of Conditions
1.Hi Vis Clothing Limited (The Seller) shall sell and the ‘the Buyer’ meaning any company, firm, individual or agent thereof to whom the Company’s acknowledgment of order, delivery note or invoice is addressed shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2. Basis of Sale
2.1 The Seller’s employees or agents are not authorised to make any representations or claims concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorised representations of the Buyer and the Seller.
2.3 Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. An order placed by the Buyer may not be withdrawn cancelled or altered prior to acceptance by the Seller. No contract for the sale of Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods; or has accepted an order placed by the Buyer, by whichever is the earlier of:-
2.3.1 the Seller’s written acceptance;
2.3.2 delivery of the Goods; or
2.3.3 the Seller’s invoice.
2.4 Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and Specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by an authorised representative of the Seller.
3.2 Verbal orders are normally confirmed to the customer by e-mail/fax. This confirmation must be checked carefully and any errors corrected immediately otherwise the order will be dispatched as per confirmation and the company will not accept any subsequent claims/complaints regarding order errors.
3.3 The specification for the Goods shall be those set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order (if accepted by the Seller). The Goods will only be supplied in the minimum units (or multiples) stated in the Seller’s price list or in multiples of the sales outer as specified. Orders received for quantities other than these will be adjusted accordingly. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and the contents shall not be binding on the Seller.
3.4 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.5 The Seller does not give and no employee or agent of the company is authorized to give any conditions representation or warranty express or implied as to the fitness of the goods for any particular purpose. The Buyers attention is specifically drawn to the manufacturer’s brochures and safety literature in respect of the correct use and application of products, which The Seller may supply. The Buyer shall be wholly responsible for checking that such products are entirely appropriate for the use and application to which they may be put. The specification and description of the goods in our catalogues were correct to the best of The Seller’s knowledge at the time of going to press. In view of the rights claimed by manufacturers to change specification without notice all responsible care is taken to ensure that due notice is given of such change. The Buyer is advised to check the exact specification and availability of the goods PRIOR TO ORDER where variations will affect material performance.
3.6 The Company shall not be responsible for any delay, loss, damage or expense caused by matters completely beyond their control including but not limited to Acts of God, foreign hostilities, war, government action, strikes, lockouts, fire or unavoidable accident. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller and on terms that the Buyer shall indemnify the Seller 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 the Seller as a result of cancellation.
4. Price of the Goods
4.1 The price of the Goods shall be the price listed in the Seller’s published price list current at the date of acceptance of the Buyer’s order or such other price as may be agreed in writing by the Seller and the Buyer.
4.2 Where the Seller has quoted a price for the Goods other than in accordance with the Seller’s published price list the price quoted shall be valid for 24 hours only or such other time as the Seller may specify.
4.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation or alteration of duties, any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.4 The Buyer undertakes not to offer the goods for resale in any country (not being member states of the European Community or Efta) notified by the Seller to the Buyer at or before the time the Buyer’s order is placed, or to sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods in any such country.
4.5 The price is exclusive of any applicable value added tax excise, sales or taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.
4.6 The cost of pallets and returnable containers will be charged to the Buyer in addition to the price of the Goods, but full credit will be given to the Buyer provided they are returned at the Buyer’s expense undamaged to the Seller.
4.7 Quoted prices are ex-works, unless otherwise specified in writing and are specified for a limited time. Price and specification of the goods shall be those ruling at date of dispatch. Prices based on multiple case rate/bulk quantity will not be applicable if the order quantity falls below quoted quantity/value. In this instance standard prices will apply.
4.8 Any price discrepancies on the invoice must be notified to the Company within 5 days of receipt, failure to do so means the Company has the right to refuse the credit.
5.1 Carriage is charged at the prevailing Carrier Rate for Standard 3 day delivery for parcels or 48 hours for pallets, unless otherwise agreed in writing.
5.2 Overnight deliveries, special deliveries and timed deliveries will be charged at the prevailing Carrier rates unless otherwise agreed in writing.
6. Terms of Payment
6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the net sum due for the Goods on or at any time after despatch of the Goods.
6.2 Invoices are based on the quantity and condition of goods and at weights established by the Seller when the Goods leave the Seller’s factory or warehouse.
6.3 The Buyer shall pay the price of the Goods within 30 days after the date of invoice notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer. Receipts for payment will be issued only upon request.
6.4 All payments shall be made to the Seller in the currency of the price stated in the Contract at its office as indicated on the form of acceptance or invoice issued by the Seller without any deduction credit or set off whatsoever.
6.5 The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller; if at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event the Buyer shall be required to give security deposits in respect of goods already shipped and no further goods will be delivered to the Buyer other than against cash payment and notwithstanding any payment terms contained in the Contract, all amounts owing to the Buyer by the Seller shall be immediately payable in cash.
7.1 The Seller shall endeavor to comply with the delivery instructions given by the Buyer with its order for the Goods but the Seller reserves the right to make part shipments and to ship by carrier of the Seller’s choice from any where in the United Kingdom or elsewhere.
7.2 The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer. If the Seller delivers the Goods at any time after the Delivery Date the Seller shall have no liability in respect of such late delivery.
7.3 If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licenses, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer of any extra cost incurred to deliver and store or arrange for the storage of the Goods. The Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.
7.4 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in delivery or in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:-
7.4.1 act of God, explosion, flood, tempest, fire or accident;
7.4.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
7.4.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
7.4.4 import or export regulations or embargoes;
7.4.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
7.4.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
7.4.7 power failure or breakdown in machinery.
7.5 An authorised person from The Buyer must sign the carrier’s consignment note. Any claim in respect of damage to goods or discrepancy as to quantity must be notified to The Seller;
7.51 By endorsement of the carriers delivery note of receipt, if such damage discrepancy is patent or
7.52 By notice in writing within 72 hours of receipt in any other case. Proof of delivery of consignments if requested and obtained will be at a cost and will be charged at the prevailing rate.
All goods shall be at the buyers risk from the time of actual delivery
7.6 The Seller’s liability for shortage or defect in the goods supplied shall be limited to the costs of making good any shortage failure or defect and the company shall not in any event be liable for damage or loss sustained or liability incurred by the buyer as a direct or indirect consequence of such shortage, failure or defect.
8. Warranties and Liability
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be of merchantable quality.
8.2 The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
8.3 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any willful damage, negligence, subjection to abnormal conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration of the Goods without the Seller’s approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
8.4 The mixing or use of the Goods is beyond the Seller’s control and accordingly all conditions and warranties, statutory or otherwise, as to fitness of the Goods for any particular purpose are expressly excluded.
8.5 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.6 No Goods may be returned to the Seller without the prior agreement in writing of the Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection may be replaced free of charge or, at the Seller’s sole discretion the Seller may refund or credit to the Buyer the price of the defective Goods but the Seller shall have no further liability to the Buyer.
8.7 Except as expressly provided in these Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including, without limitation, loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
8.8 The Buyer shall ensure that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory and other regulatory requirements and that the storage and handling of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.
9. Buyer’s Default
9.1 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
9.1.1 cancel the order or suspend any further deliveries to the Buyer;
9.1.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
9.1.3 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 8% per cent per annum above Bank of England (or such other bankers as the Seller may notify) base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest); and
9.1.4 where the price is to be paid in a currency other than Sterling charge to the Buyer the reduction in the amount of pounds sterling receivable by the Seller on conversion of the proceeds by the Seller’s bankers as a result of variations in the rate of exchange between the due date and the date of actual payment.
9.2 This Condition applies if:-
9.2.1 the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract; or
9.2.2 the Buyer becomes subject to an administration order or makes any voluntary arrangement with its creditors (within the meaning of the Insolvency Act 1986) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation; or
9.2.3 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
9.2.4 the Buyer ceases, or threatens to cease, to carry on business; or
9.2.5 the Seller reasonably apprehends that any of the events mentioned above is about to concur in relation to the Buyer and notifies the Buyer accordingly.
9.3 If Condition 8.2 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9.4 R.O.T. – Ownership of the goods shall remain with The Seller who reserves the right to dispose of the goods until payment has been received. Such payment shall become due immediately upon the commencement of any act or proceeding in which the buyer’s solvency is involved. If payment is overdue in whole or in part the company may (without prejudice to any of its other rights) recover or resell the goods or any part of them and may enter upon the buyers premises by its servants or agents for that purpose. Until the Company is paid in full all moneys outstanding the relationship of the buyer to the Company shall be fiduciary in respect of the goods or other goods in which they are incorporated or used and if the same are sold by the buyer the Company shall have the right to trace the proceeds thereof.
10. Return of goods
10.1 It is our normal practice to replace any merchandise, which may reach customers in an unusable condition. It would be helpful if goods to be returned for examination are thoroughly cleaned and adequately packed.
10.2 You have the right to reject an item that is considered to be of ‘unsatisfactory’ quality. The Buyer should notify The Seller of any unsatisfactory products within 7 days of receipt of the delivery. The Seller may request samples of the product in order to confirm the quality issue prior to accepting the return of the goods. The Seller will endeavor to replace, repair or refund any products found to be unsatisfactory by both parties providing they are still in the original packaging in accordance with 10.3
10.3 Goods kept in stock may be returned to us only by prior agreement at customers’ carriage cost and subject to the following conditions:
10.3.1 Goods returned must be in original packaging i.e. resalable condition
10.3.2 Goods must be in complete units of sale in the original packaging, No part boxes (if applicable)
10.3.3 A notification of return must be made within 3 days of delivery. Failure to do this will result in a handling charge of up to 20%. It is essential to quote our delivery note number for a credit note to be issued
10.3.4 No returns will be accepted 7 days from delivery
10.4 If goods supplied by us were incorrectly supplied please notify us immediately and appropriate credit will be given upon receipt of the goods providing they are still in saleable condition as per 10.3
10.5 Orders for special products and customized packaging are NON RETURNABLE
10.6 Items that have been customized (e.g. embroidered, printed etc) by The Buyer are NON-RETURNABLE