1. Application of Conditions
All and any business undertaken by Schwarzschild Ochs Limited for the supply of goods as particularised on the face of its invoices shall be transacted subject solely to the conditions hereinafter set out and each condition shall be deemed to be incorporated in and shall be a condition of any agreement between the Company and the purchaser. No agent or employee of the Company has the authority to alter or vary these conditions. There shall be no variation of the written conditions save and unless specifically agreed in writing by a director of the Company.
The Company by accepting any order for goods from the purchaser agrees to sell and the purchaser agrees to purchase those goods at the price stated in the Company’s invoice and on the sole basis of the terms and conditions of the Company whether appearing on such invoice or in these conditions of sale and in any such agreement between the Company and the purchaser is hereafter referred to as the contract in respect of those goods.
No term save for the terms and conditions contained herein shall be implied or otherwise incorporated into any such contract as a result of any previous course of dealing between the parties.
These terms and conditions of sale shall take precedence over and supersede any previous terms and conditions of sale of the Company.
“The Company” shall mean Schwarzschild Ochs Limited.
“The purchaser” shall mean any person, firm or company who has ordered goods from the Company (which order has been accepted by the Company as aforesaid) and whose name appears on the invoice relating to such goods.
“Goods” shall mean articles supplied by the Company as particularised in the invoice relating thereto and any goods agreed to be supplied in substitution or replacement for or in addition to such goods and “the goods” shall have a corresponding meaning as regards those particular goods specified in the invoice printed on the reverse side of the particular copy of these conditions of sale in which those words appear.
3. Prices and Payments
(1) All prices shall be those ruling at the date of despatch of goods not at the date of quotation. Prices quoted take into account the foreign currency rate at the date of quotation and any fall in sterling rates between the date of order and the date of delivery will be at the Company’s discretion be reflected in the price as charged.
(2) The Company reserves the right at any time to require that goods are paid for prior to despatch.
(3) Where credit accounts are opened subject to satisfactory references payment will be due STRICTLY nett 30 days from the date of the invoice.
(4) If any payment is not made on the due date the Company may withhold or suspend further deliveries under the particular contract or any other contract with the purchaser until the amount due is paid and/or charge interest on the overdue amount at the rate of 2½% over the base rate of HSBC Bank plc prevailing for the time being.
(5) The Company shall be entitled at its option to suspend deliveries under any particular contract if any payment due under that contract or any other contract between the Company and the purchaser is overdue.
(6) The Buyer shall not be entitled to withhold or set off payment for the products delivered for any reason whatsoever.
4. Delivery and Risk
(1) The Company will to the best of its ability comply with the purchaser’s instructions concerning the date of delivery of the goods but any delivery date given is an indication only offered in good faith and the Company does not guarantee this date and shall not be held responsible for claims or damages which arise out of delayed delivery.
(2) If the Company shall notify the purchaser that the Company is unable to deliver the goods by the specified delivery date, the purchaser shall have the option to cancel the contract in respect of the undelivered goods forming the remainder of the contract such cancellation of the contract to be notified to the Company within 2 days of the purchaser being notified of the Company’s inability to deliver the goods by the specified date. If the purchaser shall not exercise its right to cancel the goods in the manner aforesaid then the date of delivery shall be extended to such later date as the Company shall have notified the purchaser but in accordance with (1) above the Company shall not be liable to make good any damage or loss arising from directly or indirectly from the Company’s inability to deliver by the specified date.
(3) The goods shall be at the purchaser’s risk from the date of delivery and the purchaser shall as from the date of delivery and thereafter be liable for any loss or damage to the goods.
(4) In the case of goods which are to be exported from the United Kingdom unless otherwise specifically provided upon delivery thereof to the purchaser’s place of shipment or port of despatch these shall be at the purchaser’s risk thereafter.
(1) The property in the goods shall not pass to the purchaser until payment has been received for the goods. If before the property in the goods shall have passed as aforesaid the purchaser being a corporate body shall have a receiver appointed or go into liquidation (save for the purposes of reconstruction) or being an individual or firm shall have a receiving order made or be adjudicated bankrupt and whether being a corporate body or individual firm shall enter into any composition with his (its) creditors or suffer any distress or execution to be levied on his (its) goods or payment having been tendered by cheque the purchaser’s cheque is not met by the purchaser’s banker on first presentation then in any such case the purchaser in respect of which payment in full has not been received and shall permit the Company or its agent to gain access to the place where such goods are stored at that time and shall permit the Company to regain possession of such goods and remove them from such place.
(2) Until the date of payment the purchaser if the Company so desires is required to store the goods in such a way that they are clearly the property of the Company. The Company and the purchaser agree that if the purchaser should make a new object from the goods or mix the goods with other objects or if the goods in any way whatsoever become a constituent of other objects the Company will be given the property of those new objects as surety for the payment in full of all sums owed by the purchaser to the Company.
(3) The Company and the purchaser agree that the property in the goods whether finished or not is to be transferred to the Company and that this transfer of property will be considered to have taken place through and at the moment of the single operation or event by which the goods are converted into new objects mixed with or become constituents of other objects. Until payment in full of all sums owed by the purchaser to the Company the purchaser shall keep the objects in question for the Company in his/its capacity of fiduciary owner and if required shall store this (these) object(s) in such a way that they can be recognised as such. Nevertheless the purchaser will be entitled to sell these objects to a third party within a framework of the normal carrying on of his/its business and deliver them on condition that if the Company shall so require the purchaser shall (as long as the purchaser has not yet fully discharged all monies then due and owing to the Company) assign to the Company or otherwise for the Company’s benefit any claim that the purchaser may have against the third party emanating from such sale.
6. Conditions – Warranties
(1) Allowance must be given by the purchaser in the case of dyed or printed goods for any slight variation of colour which may occur in the dyeing printing or processing of such goods and any such slight variation shall not entitle the purchaser to reject the goods or any part therefore.
(2) In the case of a sale by sample the Company shall not be deemed to give any warranty that the goods are suitable for the purposes for which they are required by the purchaser not withstanding that the purpose or condition may be made known by the purchaser to the Company.
(3) In the case of a sale by description the Company shall not be deemed to give any warranty that the goods are suitable for the purposes for which they are required by the purchaser unless the purchaser shall have notified the Company in writing within 7 days of the date of the contract the purpose for which they are required.
(1) Unless otherwise instructed the Company will arrange for the most economical transport of the goods. If special instructions are given to the Company by the purchaser the purchaser will reimburse the Company in the cost of transport of the goods in accordance with those special instructions.
(2) The Company reserves the right at the Company’s discretion to make a reasonable charge in respect of carriage of goods.
8. Shortages, Defects, Loss in Transit
(1) No claim for the loss or damage to the goods in transit will be accepted unless the failure of the goods to arrive or their arrival in a damaged condition is notified to the Company in writing within 14 days of the date of despatch.
(2) Any claim arising from the delivery of incorrect goods shortages or defects in the goods must be accompanied by a copy of the advice of despatch and made in writing within 3 days of delivery.
(3) If the purchaser shall fail to give such notice as aforesaid the goods shall be deemed in all respects to be accordance with the contract and the purchaser shall be bound to accept and pay for the same accordingly.
(4) Any claim by the purchaser in respect of defective goods is subject to the following
(a) The Company must be afforded the opportunity to inspect the goods alleged to be defective prior to cutting.
(b) The Company accepts no liability for defects to goods after they have been disposed of by the purchaser unless such defects would not have been noticeable upon reasonable inspection prior to disposal.
(c) No liability is accepted by the Company for any claim in respect of defective goods unless such claim is made before the goods have been made up or incorporated into garments or otherwise processed or converted.
(5) Where the purchaser is entitled under these terms and conditions of sale to withhold payment for one or more of the goods covered by an invoice the purchaser shall not be entitled to withhold payment in respect of the remaining goods covered by the said invoice and the terms and conditions of sale herein shall be applicable to the said remaining goods and to payment accordingly.
9. Cancellation of the Contract
(1) The purchaser may not cancel the order save with the written consent of the Company and upon terms which will indemnify the Company against all loss.
(2) If the Company is unable to comply with its obligations under any particular contract with purchaser due industrial dispute accident breakdown of machinery shortage of materials export or import restrictions or any other cause whatsoever beyond the reasonable control of the Company the Company shall be entitled by notice in writing to the purchaser to terminate such contract and the Company shall not be liable to the purchaser for any loss or damage arising therefrom whether directly or indirectly in consequence of such cancellation.
(3) If the purchaser shall fail or refuse to accept delivery of the goods or any part thereof or if the purchaser has defaulted in payment for any goods already supplied to the purchaser at an earlier date the Company shall (without prejudice to any other rights or remedies it may have hereunder) be entitled either to suspend any further deliveries of goods under any contract with the purchaser and/or to rescind the particular contract and any other contract with the purchaser where the goods have not yet been delivered any in any such case to require the purchaser to indemnify the Company against any loss arising from such failure or refusal to accept delivery or default in payment as aforesaid.
(4) If the Company shall rescind the contract with any of the provisions herein before contained then any such rescission shall be without prejudice to any claim by the Company in respect of any antecedent breach of contract by the purchaser.
(1) Notices to be given by the Company to the purchaser hereunder shall be sent to the registered office or last known address of the purchaser by first class post. Notices to be given by the purchaser to the Company shall be sent to the Company’s registered office at 8 Station Close, Potters Bar, Herts EN6 1TL. Any notice directed by prepaid post shall be deemed to be delivered and given on the next day following despatch thereof.
11. Proper Law and Jurisdiction
(1) The terms and conditions of the contract between the Company and the purchaser shall be subject to and interpreted and construed in accordance with English law and the purchaser hereby submits to the jurisdiction of the English courts.
(1) Schwarzschild Ochs Ltd has spent time and effort in specially selecting the colour combinations. The order and combination of colours and design of the Schwarzschild Ochs fabrics are the subject of copyright and proprietary of Schwarzschild Ochs. Schwarzschild Ochs Ltd own the copyright. No customer, agent or third party may copy, or allow to be copied, any colour or design without the permission of Schwarzschild Ochs Ltd.
(2) Fabrics noted on this invoice are sold on condition that they are not copied. A customer who copies, or allows a third party to copy, the colour or design of any fabric will be in breach of contract.