1. DEFINITIONS

“The Company” means The British Millerain Company Limited and its Subsidiaries.

“The Customer” means the person who has contracted with the Company for the purchase of goods.

“Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company.

2. CONDITIONS APPLICABLE

1. These Conditions shall apply to all contracts for the sales of goods by the Company to the Customer to the exclusion of all other terms and conditions, including any terms and conditions which the Customer may purport to apply under any purchase order or similar document.
2. All orders for goods shall be deemed to be an offer by the Customer to purchase goods pursuant to these Conditions
3. Acceptance of delivery of the goods shall be deemed to be conclusive evidence of the Customer’s acceptance of these Conditions
4. Any variation to these Conditions (including special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Company.

3. ACCEPTANCE OF ORDERS

The acceptance of an order by the Company shall create a Contract of which these terms and conditions shall form part. The Order shall only be deemed to be accepted when the Company issues a written acceptance of the Order, at which time the Contract shall come into existence.

4. VAT

Prices quoted do not include VAT which will be an additional charge payable by the Customer and calculated at the rate applicable at the date of supply.

5. TERMS OF PAYMENT

1. Payment is to be made by TT bank transfer prior to shipment of goods unless The Company has agreed to apply credit terms to The Customer acocunt
2. Where The Company agrees to credit terms, if the Customer fails to make payment in full on the due date then (without prejudice to any other rights of the Company):
   1. The Company shall be entitled to suspend all or any other deliveries to be made under that or any other contract with the Customer and in such event, the Customer shall not in any respect be released from his obligations to the Company under that or any such other contract
   2. Instead of suspension in accordance with paragraph (I) above, the Company shall be entitled to terminate the relevant contract or any other contract with the Customer in accordance with condition 6 below and to claim damages from the Customer
3. The Customer shall not be entitled to withhold payment of any amount payable under a contract with the Company because of a disputed claim of any nature, nor shall the Customer be entitled to set-off against any amount payable under the Contract to the Company any monies which are not then presently payable by the Company or for which the Company disputes liability.

6. TERMINATION OF CONTRACT

1. The Company may without prejudice to the Customer terminate any contract forthwith if:
   1. The Customer shall commit any breach of any of the terms (including without limitation terms concerning the time for payment of the purchase price) of this or any other contract with the Company and on its part to be observed or performed PROVIDED always that if such breach is remedied the Contract shall not be determined until seven days after the Customer shall have failed to comply with written notice requiring him to remedy such breach
   2. Upon commencement of any act or proceedings in which the Customer’s solvency is involved.

7. PRICE AND CARRIAGE

All goods are supplied ex-works and any prices quoted exclude any insurance and transport costs, unless otherwise agreed. The Company reserves the right to impose a carriage charge.

Goods will not be delivered to domestic address under any circumstances.

8. DESPATCH AND DELIVERY

1. The Company shall not be liable for any loss or damage whatsoever due to failure by the Company to deliver the goods (or any of them) promptly at all. The Company accepts no liability whatsoever for any loss or damage resulting from delay howsoever the same shall have been caused. Any dates quoted for delivery are approximate dates only.
2. Notwithstanding that the Company may have delayed or failed to have delivered the goods (or any of them) promptly the Customer shall be bound to accept delivery and to pay for the goods in full provided that delivery shall be tendered at any time within three months of the delivery date.
3. Where contracts provide for single deliveries at unspecified dates, the Company shall deliver the goods as soon as they are available. If the Customer shall fail to take delivery at that time, the Company shall not afterwards be bound to make any further delivery.
4. Save as regards to the provisions as to payment in paragraph 5 above each delivery shall constitute a separate contract and failure or defect on one delivery shall not affect in any way the Contract as to each remaining delivery
5. Notwithstanding sub-clauses (b) and (d) above, if the Company decides either at the Customer request or on its own initiative to store the goods until such time as the Customer is ready to take delivery thereof, then the Customer shall be liable to pay the Company its reasonable storage charge together with the costs of re-delivery and of all extra loading and unloading costs caused by the Customer’s failure to take the delivery on the dye date. Such goods will be held in stock at the Customer’s own risk.

 9. PROCESSING TOLERANCE

Unless otherwise agreed the processing tolerance upon materials supplied under each Contract will be +/-10% for 100-299 meters of fabric per colour / pattern and +/- 5% for 300 meters or more of fabric per colour/pattern

10. CUSTOMER REQUIREMENTS

1. Where any design material or construction is produced and supplied to a Customer’s specification by the Company, the Customer warrants that processing, assembly or supply of the goods shall not infringe the rights of any third party and shall keep the Company effectually indemnified against all actions and proceedings, costs, claims, damages and expenses and demands whatsoever as a result of any claim or proceedings whatsoever nature made or brought by a third party arising therefrom.
2. If the Customer shall require any alterations in design, specifications, construction or quantities as specified in this Contract and the Company agrees to such alterations, then the Company shall be at liberty to revise the purchase price to include any increased costs occasioned by such alteration.

11. CLAIMS AND RETURNS

The Company will not accept the return of any material unless such return has received the prior approval of the Company. Return documentation or labels will be provided by the Company once a return has been agreed upon. The Company’s liability for defective material will be limited to invoice value as set out below in clause 19 and no claims will be considered for labour or other charges in connection with installation or removal.

12. DAMAGE OR LOSS IN TRANSIT

The company will not consider any claims for damages or loss in connection with non-delivery or damage to or shortage in materials unless in the case of non-delivery of the whole of a consignment or of any separate package forming part of a consignment it is advised within twenty-one days from the date of despatch shown on the invoice and in the case of damage or of shortage or of non-delivery (not being non-delivery of a whole consignment or a separate complete package forming part of a consignment) it is advised with confirmation in writing within three days of receipt of the goods and the carrier’s note endorsed accordingly.

13. RISK AND TITLE

1. Risk in the goods shall pass from the Company to the Customer upon delivery
2. Delivery is complete when goods are collected, either by the customers nominated courier or, where transport is arranged by the Company, when the nominated courier collects the goods
3. Title to the goods shall not pass until the Company receives payment in full in accordance with the terms of the Contract.

14. COMPLAINTS

The Customer shall inspect the goods immediately upon delivery. The Customer shall give to the Company immediate written notice of any claim that any of the goods are not of merchantable quality and the Customer’s failure to give notice of any claim within 14 days from the date of advise of despatch or delivery shall constitute an unqualified acceptance of such goods by the Customer. Slight imperfections in colour, appearance and measurements are not to be the subject of complaint. Claims for faulty materials must be made prior to cutting.

15. MATCHING

For technical reasons it is not possible to obtain an exact colour match between different batches. The Company therefore recommends that plain and tonal materials are made up from one batch wherever possible and the Company can take no responsibility for mismatching in materials made up from different batches.

16. MATERIALS

The Company is constantly endeavouring to improve the quality of its products and reserves the right to alter without prior notice the specifications of any product if new and improved materials and methods of manufacture become available.

17. SPECIAL LENGTHS

The Customer 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 and quantity shall not exceed 10% and shall be invoiced accordingly.

18. FORCE MAJEURE

The performance of all contracts is subject to any Act of God, war, strike, lockout, fire, flood, drought, tempest or any other cause beyond the control of the Company and the Company shall not be held responsible for failure to delivery or comply with a contract due to any such contingency.

19. LIABILITY

The liability of the Company under this contract shall be limited to the replacement value of any goods agreed by the Company to be defective. Goods agreed by the Company as defective will be replaced free of charge as originally ordered or, at the Company’s option, appropriate credit will be given provided that notice of any such defect shall have been given in accordance with these conditions. The foregoing is given in lieu of all conditions or warranties of every kind whether express or implied by law or otherwise all of which are hereby expressly excluded and no liability is accepted for damage or loss of any kind whether caused directly or indirectly by the goods or arising by reason of their use, and the Customer shall at all times indemnify the Company against such loss or damage.

20. WAIVER

No waiver by the Company (express or implied) of any of these Conditions in relation to any contract made with the Customer shall prevent the Company from enforcing or relying on these Conditions in full in any subsequent contract made with the Customer

 21. THE LAW

The law covering these terms and conditions of trade shall be governed by and construed in accordance with the Law of England and Wales.

22. ENTIRE AGREEMENT

1. This contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party agrees that it shall have no remedies in respect of any statement,representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation (or negligent misstatement) based on any statement in this agreement.

23. VARIATION

No variation of this contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

24. NOTICES

1. Any notice or other communication given to a party under or in connection with the Contract, shall be in writing, addressed to the party at its registered office (if it is a company)  or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to above: if sent by pre-paid fisrt calls post or other next working day service, at 9am on the second Business Day after posting: if delivered by commercial courier, on the date and at the time that the couriers delivery receipt is signed, or if sent by email, one Business day after transmission.
3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

 25. THIRD PARTY RIGHTS

No one other than a party to this contract (and their permitted assignees) shall have any right to enforce any of its terms.