TERMS AND CONDITIONS OF SALE
1.1 In these conditions the following definitions shall apply:
"Buyer" means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
"Conditions" means the Seller's standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
"Contract" means the contract for the purchase and sale of the Goods howsoever constituted.
"Goods" means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
"Price List" means the current list of those lines of fabrics and any other goods sold by the Seller showing the prevailing prices for those items and which is published by the Seller from time to time and available from the Seller's premises.
"Seller" means Fryett's Fabrics Limited (registered in England under Number 529869).
"Special Goods" means any Goods which are not listed in the Price List and which are being manufactured to the specific order of the Buyer.
"Standard Goods" means any Goods which are listed in the Price List.
"Working Day" means any day on which the Seller is open for business and excludes Saturdays, Sundays and Bank Holidays. "Writing" includes facsimile transmission.
- 1.2 Any reference in these Conditions to any provision of s statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
- 1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
- 1.4 Where the context so permits any reference to the singular shall include the plural and vice-versa.
2. BASIS OF PURCHASE
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with:
2.1.1. in the case of Standard Goods, any written quotation of the Seller which is accepted by the Buyer, or any order (whether verbal or in writing) placed by the Buyer which is accepted by the Seller; or
2.1.2. in the case of Special Goods, any Order Confirmation issued by the Seller to the Buyer.
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 including (but not limited to) a condition that the Purchaser's terms or conditions of purchase shall prevail over these Conditions.
- 2.2 No variation to these Conditions shall be binding unless agreed in writing by a Director of the Seller.
- 2.3 The Seller's employees or agents are not authorised to make any representations 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.
- 2.4 Any advice or recommendation give by the Seller or its employees or agents to the Buyer or the Buyer's employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed or the consequences thereof.
- 2.5 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 the Seller shall be subject to correction without any liability on the part of the Seller.
3. ORDERS AND SPECIFICATIONS
3.1 An order submitted by the Buyer shall be deemed to be accepted by the Seller:
3.1.1. in the case of Standard Goods, at 5.00pm on the second clear Working Day after the Seller receives the said order unless the Seller gives notice in Writing to the contrary to the Buyer; and
3.1.2. in the case of Special Goods, upon the Seller dispatching an Order Confirmation to the Buyer.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods and full instructions for their delivery within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
- 3.3 The quantity, quality arid description of and any specification for the Goods shall be those set out in:
- 3.3.1. the Seller's quotation (if any) or the Buyer's order (if accepted by the Seller) in the case of Standard Goods; and
- 3.3.2. the Seller's Order Confirmation in the case of Special Orders.
- 3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification or design submitted by the Buyer, the Buyer shall fully indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any copyright, design, trade mark or other industrial or intellectual property rights of any other party which results from the Seller's use of the Buyer's specification.
- 3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to confirm with any applicable safety or other statutory requirements or, where the Goods are to be supplied to the Seller's specification, which do not materially affect their quality or performance.
- 3.6 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 such cancellation.
- 3.7 The Seller shall not be deemed to have any knowledge of the particular purpose or market for which the Goods are required, unless such purpose or market are specified in Writing at the time the Buyer places an order with the Seller.
- 3.8 Any order for Special Goods placed by the Buyer with the Seller may not be varied, cancelled or withdrawn without the prior written consent of a Director of the Seller, which consent may be withheld at the Seller's entire discretion.
4. PRICE OF THE GOODS
4.1 The price of the Goods shall be the Seller's quoted price as set out in the Price List (in the case of Standard Goods) or as specified in the Seller's Order Confirmation (in the case of Special Goods). All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer.
- 4.2 Subject to the provisions of clause 4.1 the Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods (whether by varying the Price List or otherwise) to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), 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.
- 4.3 Except as otherwise stated under the terms of any quotation, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller include delivery of the Goods to the Seller's premises or such other places within the United Kingdom as the Buyer shall specify when placing an order provided that only one delivery location is specified. If any additional delivery location is specified by the Buyer, the Seller shall be entitled to levy a reasonable delivery charge for delivery to any additional location.
- 4.4 Notwithstanding Condition 4.3, the Seller shall be entitled to levy a carriage charge of £10.00 plus VAT for any order for Standard Goods which has a value of less than £250 (exclusive of VAT) or such higher amount as the Seller shall reasonably determine for any order for Special Goods.
- 4.5 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
- 4.6 The Seller shall not be obliged to maintain a fixed price for any Goods and if the Buyer enters into a fixed price arrangement to sell on the Goods to its own customer, the Buyer shall build into that arrangement adequate protection to cover a future price increase by the Seller in respect of any subsequent Contract.
5. TERMS OF PAYMENT
5.1 The Buyer shall pay the price of the Goods (without any deduction) within 30 days of the date of the Seller's invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the contract.
- 5.2 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:
- 5.2.1. cancel the Contract or suspend any further deliveries to the Buyer.
- 5.2.2. appropriate any payment made by the Buyer to such of the Goods (or 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); and
- 5.2.3. charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the annual rate of 2% above Barclay's Bank Plc base rate from time to time, until payment in full is made.
6.1 Delivery of the Goods shall be made to such single premises within the United Kingdom as shall be designated by the Buyer when placing the relevant order or in default thereof, to the Buyer's main trading premises. The Buyer shall give the full address of such premises and (if any) proper instructions regarding any unusual aspect regarding delivery thereto.
- 6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. 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 quoted delivery date upon giving reasonable notice to the Buyer.
- 6.3 The Seller reserves the right to vary the length of individual pieces agreed to be sold by the Contract, by up to 20% and the Buyer agrees to accept such variation. The total purchase price shall be adjusted pro rate to such variation.
- 6.4 Where the Goods are to be delivered in instalments and the quantities for delivery of each instalment are not specified in the Contract, a reasonable proportion (having regard to all the circumstances) shall be delivered in each instalment. Each delivery shall constitute part of the same contract but failure by the Seller to delivery 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 contract as a whole as repudiated.
- 6.5 If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller's reasonable control or the Buyer's fault, and the Seller is accordingly liable to the Buyer, the Seller's liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of reasonably similar goods to replace those not delivered, over the price of the Goods.
- 6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
- 6.6.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
- 6.6.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
- 6.7 The Seller reserves the right in the case of Special Goods to vary the quantity thereof to be delivered to the Buyer by 10% either way from the quantity originally ordered by the Seller, subject to the pro rata adjustment ot the price payable for such Special Goods.
Should the Buyer wish to return goods they should contact Customer Services. Following authorisation, Customer Services will send a Returns Note detailing the goods to be returned and terms of return, with carriers details. Labels addressed to Fryett's Fabrics will be provided subject to the following conditions:
(a) The Seller reserves the right at all times to accept/or refuse the return of any goods supplied.
(b) Fabric will not be returnable for credit, if:
(i) The fabric has been cut, cut fabric cannot be returned under any circumstances.
(ii) The piece in question is under 5.0 metres in length.
(c) A standard handling charge of 25% or a minimum handling charge of £20.00 will be made for rolls of fabric, or 50% for any cut lengths, subject to a minimum length of 5.0 metres, unless otherwise stated by our Customer Service department.
(d) Pattern books may only be returned if in a new and unmarked condition, and within three months of date of invoice. A handling charge of 25% will be applied subject to normal conditions.
(e) Goods will only be accepted back for credit if they are accompanied by our official Returns Note. Labels will be sent to the Buyer along with an invoice for handling and carriage charges, and the credit will not be processed until the Buyer settles this invoice in full.
(f) It is the Buyer's responsibility to ensure that all goods returned are properly packed and returned in good condition. Packaging is available on request for returns. Goods damaged in return transit will not be accepted for credit.
(g) If, upon receipt and examination of returned goods, the Seller finds that there is a discrepancy in the stated reason, or quantities by the Buyer for returning the goods, the Seller reserves the right to refuse credit.
(h) A charge of £10.00 for UK customers, and £20.00 for Eire customers (worldwide TBA) will be added to the returns charge to cover carriage and administration costs.
8. RISK AND TITLE
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
8.1.1. in the case of Goods to be collected from the Seller's premises (including collection by the Buyer's nominated carrier), at the time of collection; or
8.1.2. in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of actual delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods provided that such delivery is effected by the Seller's nominated carrier).
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the title to the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and property stored, protected and insured and identified as the Sellers property. Until that time the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible (including insurance proceeds) and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, property stored, protected and insured.
8.3 The Buyer shall not be entitled to pledge or in any way charge by the way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due the payable.
9. WARRANTIES AND LIABILITY
9.1 Subject to the Conditions set out below the Seller warrants that the Goods will correspond with their specification and such sample as may have been agreed by the Buyer and the Seller at the time of delivery.
9.2 The above warranty is given by the Seller subject to the following conditions:
9.2.1. the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design specification or other requirement supplied by the Buyer, and
9.2.2. the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment.
9.3 Subject as expressly provided in these Conditions, and except where the Goods 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 excluded to the fullest extent permitted by law.
9.4 Any claim by the Buyer which is based on shortage of delivery, non-delivery or any defect in the quality or condition of the Goods or their failure to correspond with specification or sample shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect of failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
9.5 Where any valid claim in respect of any of the Goods which is based on the failure of the Goods to meet specification or sample is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question free of charge or, at the Seller's sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have not further liability to the Buyer.
9.6 Except in respect of death or personal injury caused by the Seller's negligence, 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 or law, or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees 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, except as expressly provided in these Conditions.
9.7 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 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 generally of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control:
9.7.1. act of God, explosion, flood, tempest, fire or accident.
- 9.7.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- 9.7.3. acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority;
- 9.7.4. import or export regulations or embargoes;
- 9.7.5. strike, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
- 9.7.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery.
- 9.7.7. power failure or breakdown in machinery.
- 9.8 The Seller shall be under no liability whatsoever to the Buyer in respect of any defect whatsoever relating to Goods which have been cut dyed or processed in any way whatsoever.
10. INSOLVENCY OF BUYER
10.1 This Condition 9 applies if:
10.1.1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
- 10.1.2. an encumbrancer takes possession, or a receiver or administrative receiver is appointed, of any of the property or assets of the Buyer; or
- 10.1.3. the Buyer ceases, or threatens to cease, to carry on business; or
- 10.1.4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation of the Buyer and notifies the Buyer accordingly.
- 10.1.5. the equivalent to any of the processes mentioned in the Condition 9.1 under any jurisdiction outside England and Wales occurs in respect of the Buyer.
10.2 If Condition 10.1 applies, then without prejudice to any other right of 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.
10.3 If this Condition 9 applies and any monies are due to th4e Seller from the Buyer, the Seller shall be authorised to enter the Buyer's Premises without notice to re-take possession of all goods belonging to the Seller (up to the maximum value of the amount outstanding) and the Buyer hereby grants licence unto the Seller for that purpose.
11. EXPORT TERMS
11.1 Where the Goods are supplied for export from the United Kingdom, the provisions of this Condition 10 shall (subject to any special terms agreed in writing between the buyer and the Seller) apply notwithstanding any other provision of these Conditions.
11.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into their country of destination and for the payment of any duties thereon.
11.3 Unless otherwise agreed in Writing or as provided in Condition 10.4 between the Buyer and the Seller, the Goods shall be delivered FOB. The air or sea port of shipment nominated by the Buyer and the Seller shall be under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979 or otherwise.
11.4 The Seller reserves the right to require delivery to be made to an air or sea port other than the nominated by the Buyer if such delivery is not reasonable practical or is shipment from that port to the Ultimate destination is not available.
12. AFTER TREATMENTS
- (a) All FR orders must be submitted in writing, and cannot be cancelled
- (b) The Buyer is warned that after treatments may alter the fabrics in respect of resistance to abrasion; tear strength; seam slippage; colour; light fastness, and resistance to rubbing.
- (c) The Seller cannot accept responsibility for the performance, durability or finish of fabrics which are given any sort of treatment subsequent to purchase by the Buyer.
- (d) It is the responsibility of the Buyer to ensure that after such processing the fabric remains a satisfactory quality for its intended purpose.
12.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
12.2 No waiver or forbearance by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.4 The Contract shall be governed by the laws of England and subject to the exclusive jurisdiction of the English courts at Manchester.
14. USEFUL TIPS / RECOMMENDATIONS
All fabrics will age and wear during use. Certain fabrics may acquire new characteristics. These should be considered natural, e.g.
(a) All textured or piled fabrics may flatten. Pile may distort. This is inevitable.
(b) Any fabric may crease. Linen has a particular propensity.
(c) Flatweaves may pill or bobble.
This list is by no means exhaustive and we recommend that any natural characteristics be fully explained to the end-user.
Furniture should be provided with armcaps to protect the area from extra wear. Cushions should be turned regularly to minimise wear.
Occasionally, variance in pattern repeats will occur. When planning multiple widths, please ensure before sewing that pattern alignment
is satisfactory to produce a good end result. We cannot accept claims after the goods have been sewn.
We only recommend fabrics with 20,000.0 rubs or more for self piping.
Velvets should always be suspended. They should never be left standing on end, as this will cause permanent creasing.
Occasionally, variation in width may occur, therefore, please check widths before cutting. We cannot accept claims after the goods have been cut.
A "cutting" is intended as a representation of the fabric but it may not be an exact match to the current stock. If an order is subsequently placed, the Buyer must check the goods physically correspond with the sample from which the order was placed, i.e., correct colour, design and appearance.