Terms Of Sale

<p><strong>CONDITIONS OF SALE </strong><br /><br /><strong>1. DEFINITIONS</strong> <br />&ldquo;The supplier&rdquo; means Holland &amp; Sherry Limited, of Peebles, Scotland / Savile Row, London, acting either for itself or as agent for and behalf of any company. &ldquo;The customer&rdquo; means any person, firm or company placing an order or buying or in any way otherwise dealing with the supplier. "The goods&rdquo; means products manufactured, sold, supplied or distributed by the supplier to the customer. Singular words include the plural and vice versa and masculine includes the feminine and vice versa. <br /><br /><strong>2. CONTRACT OF SALE</strong> <br />(a) The customer will purchase the goods from the supplier and supplier will sell the same to the customer upon the terms and conditions set out herein <br />(b) Any order placed with the supplier requires the acceptance of the supplier before any contract arises. <br />(c) All sales of goods by supplier to the customer are upon these terms and conditions which will apply to this and all future sales. These terms and conditions shall prevail to the entire exclusion of any other express or implied conditions contained or referred to any purchase order, letter or other document prepared by or on behalf of the customer. These conditions may be varied only by express agreement of the supplier in writing signed by or on behalf of the supplier by a director. <br /><br />These conditions supersede any prior promise, representation, undertaking or understanding of any kind. They supersede all previous conditions of sale whether printed or not except in respect of sales which had already taken place under any previous conditions of sale. The giving by the customer of delivery introductions or the acceptance by the customer of delivery of the goods or any of them or any conduct in confirmation of any transaction carried out on the basis of these conditions shall constitute unqualified acceptance by the customer of these conditions. <br /><br /><strong>3. PAYMENT</strong> <br />(a) Payment must be made by the customer on or before the expiry of any period provided from the date of the invoice. Any extension or credit taken in excess of this period is not permitted. All goods are supplied on condition that the amount due for VAT or any other tax payable upon the goods is remitted together with any settlement for payment for the goods and any default in payment of VAT or any other tax on the goods shall be deemed a default in payment for the goods. <br />(b) Goods are not supplied on a &ldquo;sale or return" or "sale or exchange" basis and the obligation to pay for the goods in full arises when the invoice is sent. <br />(c) The supplier reserves the right in the event of a failure by the customer to make any payment when it becomes due to defer or cancel any further deliveries and to charge interest on any sum due to the supplier in respect of goods sold and delivered at two (2) per cent per annum above the minimum lending rate of The Royal Bank of Scotland plc for the time being in force together with any out-of-pocket expenses incurred by the supplier in recovering such outstanding monies including legal costs. <br /><br /><strong>4. DELIVERY</strong> <br />(a) Although every effort will be made by the supplier to meet the estimated delivery time, this cannot be guaranteed by the supplier, who shall not be liable for any loss or damage caused by reason of any delay in delivery and in no case shall the estimated date or time of delivery become a term of the contract. <br />(b) The customer must notify the supplier in writing of the non-receipt of any goods or the receipt of any damaged goods within fourteen (14) days of the invoice date, failing which the supplier shall be under no liability in respect of such non-delivery or damaged goods. <br /><br /><strong>5. PASSING OF THE PROPERTY</strong> <br />(a) The goods remain the property and in the ownership of the supplier and in no case shall ownership or title pass to the customer until the price has been discharged in full. A cheque given by the customer in payment shall not be treated as a discharge until the same has been cleared. <br />(b) Notwithstanding payment in full by the customer to the supplier title and ownership shall not pass to the customer in any case where the supplier itself has not acquired title or ownership but shall only pass when the supplier itself acquires title and ownership and provided that the price has been discharged by the customer in full. <br />(c) Pending such discharge the customer shall hold the goods as agent for the supplier but the customer should resell or purport to resell the goods or any part of them to third parties the customer shall hold such proceeds of sale upon trust for the supplier and shall of course remain liable under his contract to the supplier for payment until the same is discharged. <br />(d) If the customer shall default in any payment for the goods or breach any term of its agreement with the supplier or commit any act of bankruptcy or being a company have any steps taken in its liquidation or if a receiver be appointed then the supplier shall be entitled to cease making deliveries to the customer of goods of any kind whatsoever under this agreement of any other agreement and in addition to all other rights the customer if called upon to do so shall deliver to the supplier all goods in respect of which the property remains with the supplier. <br />(e) Notwithstanding any provision of this agreement the risk of loss for the goods for insurance and all other purposes shall pass to the customer upon delivery and once delivery has been made the supplier shall have fulfilled its obligations under the terms of the agreement so that if the goods are damaged or destroyed after delivery the customer shall still be liable to pay for the goods in full and if the supplier wishes to resume possession of the goods under the provisions of this agreement then the customer shall make good to the supplier any loss or damage occasioned by the theft, damage or destruction to the goods or any part thereof. <br /><br /><strong>6. WARRANTIES AND EXCLUSIONS</strong> <br />(a) The supplier warrants only that the goods shall at the time of delivery be free from defects which render them unmerchantable and the customer must satisfy himself by all practicable means available to him that the goods are fit for the purpose for which he intends to use them. <br />(b) If the goods do not conform to the above warranty then the supplier will at its option rectify the defect or replace the defective goods free of charge or take back the same and refund the purchase price provided that: <br />i) The customer gives written notice of any alleged defect to the supplier within fourteen (14) days of delivery; and, <br />ii) On discovery of the defect the customer makes no further use of the goods and allows the supplier a reasonable opportunity to inspect the goods. <br />(c) Performance of any of the options set out as (b) constitutes an entire discharge of the supplier from liability under this warranty which shall in no event exceed the purchase price of the goods. <br />(d) In any case where the supplier is not the manufacturer of the goods then the warranty given by the supplier to the customer shall not be greater than the warranty provided by the original manufacturer of the said goods which will supersede all warranties contained in this agreement. <br /><br /><strong>7. This agreement shall be governed and construed in all respects in accordance with the laws of England.</strong> <br /><br /><strong>8. SEVERANCE</strong> <br />Each and every clause and condition in this agreement shall be considered to be a separate obligation. The unenforceability or supervening illegality of any clause or obligation contained in this agreement shall in no way invalidate or render unenforceable the remaining clauses or obligations contained in this agreement.</p>