1.1 ‘Buyer’ means the person so described in the Order Confirmation.
1.2 ‘Conditions’ means these terms and conditions of sale and the Order Confirmation and any special terms and conditions agreed in writing by the Seller.
1.3 ‘Delivery Date’ means the date when the Goods are to be delivered.
1.4 ‘Goods’ means the articles described in the Order Confirmation.
1.5 ‘Order Confirmation’ means the Buyer’s offer to buy the Goods from the Seller printed overleaf.
1.6 ‘Price’ means the price for the Goods excluding insurance and VAT.
1.7 ‘Seller’ means Watteva Ltd, 13 Oaktree Place, Manaton Close, Matford Business Park, Exeter, Devon, EX2 8AW.
2 Conditions applicable
2.1 These Conditions shall apply to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order confirmation of order or similar document.
2.2 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall not be effective unless agreed in writing by the Seller.
3 The Price and Charges
3.1 The Price shall be the price as set out in the Order Confirmation. The Price is exclusive of VAT.
3.2 Digitization charges are not charged so long as the order is paid in full and un-returned, otherwise a minimum charge of £35.00 per embroidery digitization or £1.00 per thousand stitches, whichever is the greater
3.3 Print set up charges are not charged so long as the order is paid in full and un-returned, otherwise a minimum charge of £25.00 per half hour or part is charges.
4.1 Payment of the Price and VAT shall be by Irrevocable, Fully Negotiable and Transferable Letter of Credit for Bespoke products or as negotiated at that time but to include. A minimum percentage deposit. Time for payment shall be of the essence.
4.2 Payment shall be made without any discount or other deduction and without any deferment or set-off on account of disputes or cross claims unless otherwise agreed in writing.
4.3 Unless otherwise provided all sums shall be paid in sterling at our principal place of business in the United Kingdom. Should payments be in a different currency as provided under the contract then in the event of any devaluation of such currency after the date of the contract any prices or charges shall be increased in proportion with the alteration in the parity rate between such currency and sterling.
4.4 All payments shall be made using the Bankers’ Automated Clearance Services Limited (‘BACS’) system or cheques unless otherwise agreed within 30 days net.
4.5 Interest shall accrue on late payments from the due date until the date of payment at a rate of 8% above the Barclay’s Bank plc’s base rate from time to time in force on a monthly basis and shall accrue at such a rate after as well as before any judgment.
4.6 If the Buyer fails to make any payment to the Seller on its due date then without prejudice to any of the Seller’s other rights the Seller may:
4.6:1 suspend or cancel deliveries of any other articles agreed to be sold by the Seller to the Buyer; and/or
4.6:2 appropriate any payment made by the Buyer to such of the Goods (or goods supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
4.7 Price are the Seller’s ex works prices and where the Seller agrees to arrange for the Goods to be sent to the Buyer the Buyer shall be responsible for the costs of loading carriage and unloading unless otherwise agreed.
4.8 The cost of pallets and returnable packing will be due from the Buyer in addition to the Price but will be credited to the Buyer provided that they are returned to the Seller in good condition before the due payment date.
5 The Goods
5.1 The Goods shall be manufactured and/or supplied subject to normal manufacturing tolerances in accordance with the customers pre-approved samples and manufactured in accordance with all applicable British Standards which relate specifically to the Goods.
5.2 The Seller may from time to time make changes in the specification of the Goods which are required to comply with any applicable safety or statutory requirements.
5.3 Copyright, design rights and other intellectual property rights in the Goods (including all drawings, tools, models, artwork proofs, sketches and other designs produced on behalf of the Buyer) shall remain the property of the Seller or their other true owner save where expressly agreed otherwise. Where any designs or specifications have been supplied by the Buyer for manufacture by or to the order of the Seller then the Buyer warrants that the use of those designs or specifications for the manufacture, processing, assembly or supply of the Goods shall not infringe the rights of any third party and will keep the Seller indemnified against any costs or liability arising from any allegation that the Seller’s manufacture or supply of the Goods infringes the intellectual property rights of any third party.
6.1 The Buyer shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or less than the quantity purchased provided that such discrepancy in quantity shall not exceed 5%.
6.2 Cancellation of any order for whatever cause can be made only with the Seller’s consent and on payment of all costs incurred.
7 Warranties and liability
7.1 The Seller warrants that the Goods will at the time of delivery correspond to the description in the Order Confirmation. Except where the Buyer is dealing as a consumer (as defined in the Unfair Contract Terms Act 1977 Section 12) all other warranties, conditions or terms whatsoever relating to the Goods are excluded to the maximum extent permitted by law.
7.2 No warranty/guarantee is implied or given in respect of replacement of any articles supplied by customers for embroidery or printing, only garments supplied by Watteva Ltd will be replaced F.O.C. in the event of faults caused by work carried out during decoration..
8 Delivery of the Goods
8.1 The Seller shall book the delivery with the Buyer and the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
8.2 Dates of delivery are reasonable estimates and under no circumstances shall the Seller be liable to the Buyer by reason of failure by the Seller to deliver the Goods (or any of them) on the Delivery Date or at all.
8.3 Payment is made In accordance with the specified delivery date as per the LC.
8.4 Where delivery by instalments has been agreed, each delivery shall be considered a separate transaction. A failure of one delivery shall not affect the due performance of the contract as regards other deliveries. Each separate instalment shall be invoiced and paid for in accordance with these conditions.
8.5 Where the Seller concludes the contract of carriage and/or insures the goods in transit the Seller shall be deemed to be acting solely as the Buyer’s agent and sections 32(2) and (3) of the Sale of Goods Act 1979 shall not apply.
8.6 Should despatch or collection of Goods be delayed directly or indirectly by the Buyer, the Seller may arrange for storage of the goods at the Buyer’s expense and the Purchase Price shall be payable in full in accordance with these Conditions.
9 Acceptance of the Goods
9.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery to the Buyer unless written notice of non acceptance shall have been given to the Seller within such time. Time shall be of the essence.
9..2 After acceptance the Buyer shall not be entitled to reject the Goods.
9..3 If the Buyer properly gives notice under condition 10.1 the Buyer shall pay the Price for the Goods unless the Buyer offers for collection instead of the Goods to the Seller before the date on which payment of the Price is due.
9.4 Goods returned to the Seller without the prior written approval of the Seller may at the Seller’s absolute discretion be returned to the Buyer or stored at the Buyer’s cost without prejudice to any rights or remedies the Seller may have.
10 Title and risk
10.1 The risk in the goods shall immediately pass to the Buyer on full payment.
11 Remedies of Buyer
11.1 In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages limited in amount to the Price.
11.2 The Seller shall have no liability to the Buyer for any indirect loss (including loss of profit) arising directly or indirectly out of a breach by the Seller of this contract.
12.1 The Buyer shall indemnify the Seller against all actions, claims or demands by a third party arising directly or indirectly from the Goods.
13.1 This contract is subject to the law of England and Wales and all disputes arising out of this contract shall be subject to the exclusive jurisdiction of the courts of England and Wales.
13.2 Any provision of this contract which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of this contract.
13.3 No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its right to do so in the future.
13.4 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.