Terms and Conditions

HEATHBROOK LIMITED STANDARD TERMS & CONDITIONS OF SALE

1. Interpretation

   1. In this Contract the following definitions apply:
      

      Agreement	means the transaction between the Company and the for the sale and purchase of Goods incorporating these conditions;
      Buyer	means the organisation, business, persons or firm who purchases Goods from the Company;
      Company	means Heathbrook Limited a limited company registered in England under company number 07440219 and whose registered office is at 14-16 Boulton Road, Reading, Berkshire, RG2 0NH;
      Contract	means the contract made between the Company and the Buyer for the sale and purchase of goods incorporating these conditions;
      Confidential Information	means any commercial, financial or technical information, information relating to products, plans, knowhow or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to this Contract;
      Delivery Location	means the address for delivery of the Goods as set out in the Order;
      Force Majeure	means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to) an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest, strike, lockout or boycott or other industrial action; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract, except any party’s failure to pay shall not be an event of force majeure in any event;
      Goods	means the goods set out in the Order and to be supplied by the Company to the Buyer;
      Intellectual Property Rights	means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case: whether registered or not, including any applications to protect or register such rights, including all renewals and extensions of such rights or applications, whether vested, contingent or future, to which the Company is or may be entitled and in whichever part of the world existing;
      Order	means the Buyer’s order for the Goods from the Company set out in the Buyer’s order form and confirmed on the Company’s Order Acknowledgement for the supply of Goods;
      Order Acknowledgement	means the confirmation of the Order sent to the Buyer by the Company; accepting and confirming details of the Order and arrangements for delivery.
      Value Added Tax or VAT	means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods.

   2. Unless the context otherwise requires:
      1. each gender includes the others;
      2. the singular includes the plural and vice versa;
      3. references to the Contract include this document, the Order and its schedule (if any);
      4. references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
      5. clause headings do not affect their interpretation;
      6. general words are not limited by example; and
      7. references to any legislation will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. Application of these terms and conditions

   1. Save as otherwise expressly provided in writing these terms and conditions apply and form part of the Contract between the Company and the Buyer and they supersede any previously issued terms and conditions of supply.
   2. No terms or conditions endorsed on, delivered with, or contained in the Buyer’s Order, purchase order, confirmation of order, specification or other document will form part of the Contract.
   3. No variation of this Contract or to an Order, or to a quotation from the Company will be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Company.
   4. Each Order by the Buyer to the Company will be deemed to be an offer to purchase Goods and subject to the Conditions.
   5. The Company reserves the right at all times to reject any Order, in whole or in part, at its sole discretion.
   6. Any quotation by the Company for the provision of Goods will be deemed to be:
      1. an invitation to treat (and shall not be an offer) by the Company to supply Goods on and subject to this Contract; and
      2. will be valid for 28 days only from the date of issue.
   7. A binding contract will be formed upon the earlier to occur of:
      1. written acceptance by the Company of the Buyer’s Order; or
      2. the execution of a specific written agreement by both the Company and the Buyer.

3. Price

   1. The price for the Goods will be as set out in the Order or in default of such provision will be calculated in accordance with the Company’s standard scale of charges in force on the date of formation of the Contract.
   2. The price:
      1. includes packaging and standard delivery within the mainland UK (excluding the Scottish Highlands and the far north of Scotland) save that if the Order value is less than £100.00 an additional surcharge of £7.00 will be payable, and
      2. does not include Value Added Tax.
   3. The Company reserves the right to increase the price for any undelivered Goods:
      1. by giving 30 day’s written notice to the Buyer, such increase to take effect in respect of any relevant Goods delivered after the expiry of such notice; or
      2. with immediate effect by written notice to the Buyer, where such increase arises as a consequence of any increase in the direct cost to the Company of supplying the relevant Goods which is due to any factor beyond the control of the Company.
   4. If the Buyer does not agree with any increase in the price notified in accordance with clause 3.33.3 then the Buyer may terminate the Contract in respect of any undelivered Goods by giving the Company 30 days notice, such notice to expire no earlier than the date on which the price increase was due to take effect provided always that the Buyer shall accept delivery (and shall, where applicable pay the increased price for) any Goods referred to in clause 3.3.2 in respect of which the Company had (at or prior to the time of receiving such notice) entered into an irrevocable commitment to purchase or subcontract from any third party.

4. Payment

   1. The Company will invoice the Buyer for Goods within two days of an Order being dispatched.
   2. The Buyer will pay all invoices:
      1. in full, without deduction or set-off other than as required by law, in cleared funds within 30 days from the last working day of the month in which the relevant invoice is raised. Any queries should be raised by the Buyer within seven days of receipt of the invoice and both Parties will endeavour to settle any query within fourteen days of the Company being notified that the Buyer has a query; and
      2. to the Company’s nominated bank account specified on the invoice.
   3. Time of payment is of the essence.
   4. Where sums due hereunder are not paid in full by the due date:
      1. the Company may, without limiting its other rights, charge interest on such sums at 5% a year above the base rate of Royal Bank of Scotland from time to time in force; and
      2. interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
   5. VAT will be charged by the Company and paid by the Buyer at the then-applicable rate.

5. Credit limit

   1. The Company may set and vary credit limits from time to time and withhold all further supplies if the Buyer exceeds such credit limit.

6. Delivery

   1. The Goods will be delivered by or for the Company to the Delivery Location specified on the Order.
   2. The Goods will be deemed delivered if delivered by or for the Company under clause 6.1, on completion of unloading of the Goods at the Delivery Location;
   3. The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment will not entitle the Buyer to cancel any other instalment.
   4. Delivery of the Goods will be accompanied by a delivery note stating:
      1. the Buyer and Company order numbers;
      2. the relevant Buyer and Company details;
      3. the product numbers and type and quantity of Goods in the consignment;
      4. any special handling and other instructions;
      5. The Company will use its reasonable endeavours to meet delivery dates but such dates are approximate only, and time of delivery is not of the essence.
   5. The Company will not be liable for any delay in or failure of delivery caused by:
      1. the Buyer’s failure to: (i) make the Delivery Location available, (ii) prepare the Delivery Location in accordance with the Company’s instructions or (iii) provide the Company with adequate instructions, for delivery; or
      2. an event of Force Majeure.
   6. If the Buyer fails to accept delivery of the Goods as provided in clause 6.1 on the date or within the period set out in the Order Acknowledgement:
      1. delivery of the Goods will be deemed to have occurred at 12.00pm on the next Business Day following such date;
      2. the Company will store and insure the Goods pending delivery, and the Buyer will pay all costs and expenses incurred by the Company in doing so.
   7. If, five Business Days after the due date for delivery or collection/the last day of the period for delivery or collection of the Goods, the Buyer has not taken delivery of or collected them, the Company may resell or otherwise dispose of the Goods.

7. Title and risk

   1. Risk in the Goods will pass to the Buyer on delivery of the Goods
   2. Title to the Goods will pass to the Buyer once the Company has received payment in full for the Goods.
   3. Until title to the Goods has passed to the Buyer, the Buyer will:
      1. hold the Goods as bailee for the Company;
      2. store the Goods separately from all other material in the Buyer’s possession;
      3. take all reasonable care of the Goods and keep them in reasonable condition;
      4. insure the Goods:(i) with a reputable insurer (ii) from the date of delivery (iii) against all risks (iv) for an amount at least equal to the Price (v) noting the Company’s interest on the policy;
      5. ensure that the Goods are clearly identifiable as belonging to the Company;
      6. not remove or alter any mark on or packaging of the Goods;
      7. inform the Company as soon as possible if it becomes subject to any of the events set out in clause 14.1;
      8. provide the Company such information concerning the Goods as the Company may request from time to time.
   4. If, at any time before title to the Goods has passed to the Buyer, the Buyer informs the Company, or the Company reasonably believes, that the Buyer has or is likely to become subject to any of the events specified in clause 14.1, the Company may:
      1. require the Buyer at the Buyer’s expense to redeliver the Goods to the Company; and
      2. if the Buyer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

8. Returns Policy

   1. Goods are returnable provided that:
      1. they are returned within 28 days of the Buyer’s receipt of the Goods;
      2. they are unworn or unused, are in a resalable condition and in the original packaging;
      3. they are accompanied by a duly completed returns form. A copy of this form can be obtained by contacting the Company Help Desk.
   2. Notwithstanding 8.1 above no items may be returned if they are printed, embroidered, made to measure, or if they are not resalable due to hygiene reasons unless otherwise agreed between the Parties.
   3. Claims for missing, damaged or incorrect goods received by the Buyer must be made to the Company in writing within 5 days of receipt of the goods.

9. Obligations of the Buyer

   1. The Buyer will:
      1. place all Orders on the terms of this Contract and ensure that their contents are complete and accurate;
      2. notify the Company of any intention to change their logo or uniform colour or any other material aspect of any personalised goods 30 days prior to making such change;
      3. co-operate fully with the Company in relation to delivery or collection of the Goods;
      4. if the Buyer ceases to purchase from the Company, or notifies a change under 9.1.2, the Buyer shall be obliged to purchase any badged or bespoke stock held for the Buyer.

10. Warranty and Limitation of Liability

    1. Except as expressly stated in this Contract, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
    2. The Company does not exclude its liability:
       1. for death or personal injury caused by its negligence; or
       2. for breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982;
       3. for fraud or fraudulent misrepresentation.
    3. The Company shall not be liable for any indirect, special or consequential loss or damage or any loss of profits, turnover, business opportunities or damage to goodwill (whether direct or indirect).
    4. Other than as set out above, the Company limits its liability (however arising) in respect of or in connection with the Goods, and otherwise in connection with this Contract, to the total price of Goods.

11. Third Party Intellectual Property Rights infringement

    1. The Company will defend or, at its option, settle any action brought against the Company arising from any claim that the use of the Goods by the Buyer in accordance with the Contract infringes any third party Intellectual Property Right, and indemnify the Company against all reasonable costs and expenses incurred in connection with such claim.
    2. The Company’s obligations under clause 11.1 will not apply to Goods modified or used by the Buyer other than in accordance with this Contract. The Buyer will indemnify the Company against all reasonable costs and expenses incurred by the Company in connection with any claim arising from such modification or use.
    3. The Company’s obligations under clause 11.1 are conditional on the Buyer:
       1. promptly advising the Company in writing of any claim or action;
       2. making no admission as to, or settlement or compromise of any claim or action without the Company’s prior written consent;
       3. giving the Company sole conduct of any defence and any settlement negotiations at the Company’s option; and
       4. co-operating fully with the Company and providing the Company with all reasonable assistance in the defence or settlement of such claim or action.
    4. The provisions of this clause 11 set out the Company’s entire liability and the Company’s sole right in respect of third party Intellectual Property Rights infringement claims.

12. Confidentiality

    1. Each party shall keep confidential all Confidential Information of the other party and will only use the other’s Confidential Information as required to perform the Contract. The provisions of this clause will not apply to:
       1. any information which was in the public domain at the date of this Contract;
       2. any information which comes into the public domain subsequently other than as a consequence of any breach of this Contract or any related agreement;
       3. is independently developed by the other party without using information supplied by the first party; or
       4. any disclosure required by law or a regulatory authority or otherwise by the provisions of this Contract.

       This clause will remain in force after termination of the Contract.

13. Force Majeure

    1. A party will not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
       1. promptly notifies the other of the Force Majeure event and its expected duration; and
       2. uses reasonable endeavours to minimise the effects of that event.
    2. If, due to a Force Majeure Event, a party:
       1. is or will be unable to perform a material obligation; or
       2. is delayed in or prevented from performing its obligations for a continuous period exceeding 30 days; the parties will, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent.

14. Termination

    1. The Contract may be terminated forthwith at any time by the Company on written notice to the Buyer if:
       1. The Buyer commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or is not remedied within 15 days of written notice to do so;
       2. the Buyer suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;
       3. the Buyer (a) negotiates with its creditors for rescheduling of its debts, (b) makes a proposal to or compounds with its creditors in respect of its debts or (c) makes an application to court for protection from its creditors generally;
       4. the Buyer passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the other, or a winding-up order is made in relation to the other;
       5. a receiver or administrative receiver may be or is appointed in relation to the Buyer or any of its assets;
       6. any creditor of the Buyer attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the Buyer’s assets, and such attachment or process is not discharged within 14 days;
       7. the Buyer takes or suffers any action similar to any of the above in any jurisdiction;
       8. there is a material change in the management, ownership or control of the Buyer;
       9. the Buyer suspends trading, ceases to carry on business, or threatens to do either;
       10. the Buyer, (being an individual) dies or ceases to be capable of managing his own affairs; or
       11. the Buyer is subject to an event of force majeure under clause 13.
    2. In addition to its rights under clause 14.1 the Company may terminate this Contract at any time immediately on written notice to the Buyer that it has failed to pay any amount due under the Contract on the due date;
    3. On termination of the Contract for any reason:
       1. the Buyer will immediately pay all invoices of the Company then outstanding and not disputed in good faith;
       2. the Buyer will purchase any existing stock held for the Buyer unless otherwise agreed between the Parties;
       3. the Company will, within 10 Business Days, invoice the Buyer for all Goods delivered or provided but not yet invoiced and the Buyer will pay such invoice within a further 10 Business Days (unless the invoice is disputed in good faith);
       4. the Buyer will forthwith return any Goods of the Company then in its possession or control; if it fails to do so, the Company may enter onto any premises owned by or under the control of the Buyer and take possession of them;
       5. the accrued rights and liabilities of the parties will not be affected; and
       6. any clause which expressly or by implication are to survive termination will do so.

15. General

    1. Time
       Unless stated otherwise, time is not of the essence of any date or period specified in these Conditions.
    2. No set-off
       All payments by the Buyer will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.
    3. Relationship
       The parties are independent businesses and not principal and agent, partners, or employer and employee.
    4. Severability
       If any part of these Conditions is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Conditions and the remaining provisions of the Conditions will otherwise remain in full force.
    5. Notices
       Notices under this Contract will be in writing and sent to the persons and addresses set out in the Order. They may be given, and will be deemed received: 
       1. by first-class post: two Business Days after posting;
       2. by airmail: seven Business Days after posting;
       3. by hand: on delivery;
       4. by facsimile: on receipt of a successful transmission report from the correct number, and
       5. by e-mail: on receipt of a delivery or read receipt mail from the correct address.
    6. Waiver
       No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
    7. Rights of Third Parties
       This Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
    8. Priority
       The terms of the Conditions prevail over those of the Order or Schedule (if any).
    9. Entire Agreement
       The Contract constitutes the entire agreement between the parties in relation to its subject matter.
    10. Succession
        This Contract will bind and benefit each party’s successors and personal representatives.
    11. Governing Law & Jurisdiction
        1. This Contract will be governed by the law of England and Wales.
        2. Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.