Terms & Conditions of Business
TERMS AND CONDITIONS OF BUSINESS
Leather Guild and Tweedie are trading name of P M Leather Limited (Co No. 7088483) who trade at 19 West Clyde Street, Helensburgh G84 8SQ
1.1. These terms and conditions shall apply to the sale by P M Leather Limited trading as Leather Guild or Tweedie (the ‘Seller’) of handbags, leather goods and other items offered for sale from time to time by the Seller (“Goods”) and purchased by a buyer (the “Buyer”).
1.2. These Terms and Conditions supersede any previous terms and conditions of sale issued by the Seller and shall override any inconsistent or supplementary provisions contained in the Buyers purchase order or any other communication. The Seller contracts with the Buyer on condition that the Buyer accepts these terms and conditions without amendment or qualification and the acceptance of Goods or any other act or conduct of the Buyer in confirmation of the supply of the Goods by the Seller shall constitute an unqualified acceptance by the Buyer of these terms and conditions.
1.3. Save as expressly provided in these terms and conditions, no representations, warranties or guarantees and no variation of these terms and conditions shall be binding on the Seller unless contained in a written document signed by a duly authorised signatory of the Seller, which written amendment will apply only to the particular order from the Buyer specified therein.
2.1. The quantity and description of the Goods shall be as set out in the Seller’s quotation or acknowledgement of order.
2.2. All samples, drawings, descriptive matter, specifications and or advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues, brochures or on the Seller’s website are given for the sole purpose of giving an approximate idea of the Goods described within them. They shall not form part of the contract and this is not a sale by sample or description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description or sample when entering into the contract.
3.1. Save where fixed prices have otherwise been agreed in writing by the Seller, the Seller reserves the right to charge the price of Goods stated in its published price list in force at the date of Buyer’s order.
3.2. The price for the Goods shall be exclusive of Value Added Tax and any other taxes or duties chargeable and all costs in relation to packaging loading unloading carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
3.3. Any quotation is given on the basis that no contract shall come into existence until the Seller despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Seller has not previously withdrawn it.
4.1. The Buyer shall be invoiced on the date of despatch of the Goods by the Seller and such invoice shall be paid by the Buyer within thirty (30) days of the date of the invoice.
4.2. The Buyer shall make all payments due under the contract in full, in UK pounds sterling, without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
4.3. If payment is not made within such thirty day period, the Seller reserves the right to charge interest from time to time on any outstanding balance calculated from the expiry of such thirty day period to the actual date of payment at the statutory rate prescribed from time to time under the Late Payment of Commercial Debts (Interest) Act 1998.
4.4. If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
4.4.1. require payment in advance of delivery in relation to any Goods not previously delivered; and / or
4.4.2. refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery; and / or
4.4.3. terminate the contract.
5. RISK AND OWNERSHIP
5.1. The Goods are at the risk of the Buyer from the time of delivery.
5.2. Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of:
5.2.1. the Goods; and
5.2.2. all other sums which are or which become due to the Seller from the Buyer on any account.
5.3. Until ownership of the Goods has passed to the Buyer, the Buyer shall:
5.3.1. hold the Goods on a fiduciary basis as the Seller's bailee;
5.3.2. store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller's property;
5.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
5.3.4. maintain the Goods in satisfactory condition and keep them insured on the Seller's behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.
5.4. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
5.4.1. any sale shall be effected in the ordinary course of the Buyer's business at full market value; and
5.4.2. any such sale shall be a sale of the Seller's property on the Buyer's own behalf and the Buyer shall deal as principal when making such a sale.
5.5. The Buyer's right to possession of the Goods shall terminate immediately if:
5.5.1. the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
5.5.2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
5.5.3. the Buyer encumbers or in any way charges any of the Goods.
5.6. The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.
5.7. The Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
5.8. Where the Seller is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Seller to the Buyer in the order in which they were invoiced to the Buyer.
5.9. On termination of the Contract, howsoever caused, the Seller's (but not the Buyer's) rights contained in this clause 5 shall remain in effect.
6.1. Unless otherwise agreed in writing, delivery of the Goods shall be effected by the Seller to the address specified by the Buyer at the time the order is placed by such means as the Seller may determine. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
6.2. Any delivery date specified by the Seller is an estimate only. However, the Seller shall use its reasonable endeavours to despatch the Goods on the agreed date. The Seller accepts no responsibility or liability for any delay in delivery.
6.3. If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer shall be liable for any expense associated with such storage.
6.4. The Buyer must notify the Seller in writing within 7 days after receipt of the Goods of any damage to Goods occurring in transit and or of any discrepancies. The Seller undertakes to replace any Goods damaged in transit free of charge promptly upon receipt of such notice.
7.1. The Seller reserves the right to change designs, colours, materials or specifications of the Goods at any time without prior notice.
7.2. If any material changes are made after acceptance of an order, the Seller will promptly notify the Buyer and the Buyer shall have the right to cancel its order on that basis within (7) seven days of such notification and shall be reimbursed in full by the Seller in respect of the purchase price of such order.
8. ORDER CANCELLATIONS
Subject to clause 7.2 and this clause 9.1, the Buyer shall not be entitled to cancel an order. If the Seller in its sole discretion permits cancellation of any order (whether in whole or in part), the Seller reserves the right to make such charge as it considers reasonable (for its costs incurred in respect of such order and cancellation). No cancellation will be permitted by the Seller where Goods have already been dispatched to the Buyer at the date of the purported cancellation.
9. CANCELLATION BY US
9.1. We reserve the right to cancel the contract between us if:
9.1.1. we have insufficient stock to deliver the goods you have ordered;
9.1.2. we do not deliver to your area; or
9.1.3. one or more of the goods you ordered was listed at an incorrect price due to a typographical or other error or an error in the pricing information received by us from our suppliers.
9.2. If we do cancel your contract we will notify you by e-mail and will re-credit to your account any sum received from you in respect of the contract as soon as possible. We will not be obliged to offer any additional compensation for disappointment suffered.
10.1. The Seller shall use all reasonable endeavours to ensure:
10.1.1. the Goods comply with their description, Seller’s quotation or acknowledgement of order; and
10.1.2. are of satisfactory quality.
10.2. Where the Goods have been manufactured by the Seller and the Seller fails to use such reasonable endeavours, the Buyer shall notify the Seller of this within 6 months of delivery in writing in accordance with its Returns Procedure (as published by the Seller and as amended from time to time) and the Seller’s sole obligation on receiving such notice shall be at its sole discretion to repair, replace or refund the Goods.
10.3. Where the Goods have been manufactured and supplied to the Seller by a third party, the Seller shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee granted to the Seller in respect of the Goods and the Seller’s own conditions of guarantee set out in this clause 10 shall be deemed not to apply.
10.4. Save as provided in this clause, the Seller’s liability to the Buyer is otherwise excluded, including, without limitation, implied conditions to the fullest extent permitted by law. The Seller limits its liability to the price of the Goods in relation to any claim relating to Goods supplied and excludes all liability for consequential, indirect loss, loss of profit revenue and goodwill. However, nothing in these terms shall exclude the Seller’s liability for death and personal injury caused by its negligence.
10.5. Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer's expense in accordance with the Seller’s Returns Procedure if so requested by the Seller.
11. INTELLECTUAL PROPERTY RIGHTS
The Buyer acknowledges that all copyright, trademark(s) and other intellectual property rights in the Goods are and shall remain vested in the Seller (or its licensors or suppliers) and the Buyer is granted only a limited license to use such intellectual property rights in connection with the Goods only. The Buyer shall not be permitted to use the names P M Leather Limited, Leather Guild or any similar trading name in connection with their business (including without limitation use on any marketing or promotional materials) unless such use is approved in writing in advance by the Seller.
12. FORCE MAJEURE
The Seller shall not be liable in any manner whatsoever for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, by notice in writing to the Buyer cancel or suspend any order of Goods without incurring any liability.
Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the contract.
If any provision of the contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the contract and the remainder of such provision shall continue in full force and effect.
15. THIRD PARTY RIGHTS
The parties do not intend that any term of the contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16. GOVERNING LAW AND JURISDICTION
These terms and conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the non-exclusive jurisdiction of the English courts.