Terms & conditions of Purchase
1. Interpretation
1.1 The following definitions and rules of interpretation apply to these conditions.
Buyer: the person, firm or company who purchases the Goods from Sharp FvD.Contract: any contract between Sharp FvD and the Buyer for the sale and purchase of the Goods, incorporating these conditions.Delivery: either the Buyer or its nominated agent taking physical possession of the GoodsDelivery Date: the date on which the Goods are delivered to or collected by the Buyer or, if Sharp FvD tried to deliver the Goods but is unable to, the date on which Sharp FvD attempted to have the Goods delivered.Delivery Point: the place where delivery of the Goods is to take place.Goods: any goods agreed in the Contract to be supplied to the Buyer by Sharp FvD (including any part or parts of them).Incoterms: the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Condition headings do not affect the interpretation of these conditions.
2. Application of terms
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all of Sharp FvD’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of Sharp FvD. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Sharp FvD which is not set out in the Contract. Nothing in this condition shall exclude or limit Sharp FvD’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from Sharp FvD shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by Sharp FvD and Contract shall not come into existence until an acceptance of the order is confirmed by Sharp FvD, by whatever means appropriate, or (if earlier) Sharp FvD delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation given by Sharp FvD is subject to change at Sharp FvD’s absolute discretion but shall remain open for acceptance by the Buyer provided that Sharp FvD has not previously withdrawn it or any timescale placed on acceptance has expired.
2.8 Sharp FvD may at any time between the date of an order and the date of despatch cancel all or any part of an order or vary quantities of all or any part of the order placed by the Buyer at its own discretion on written notice to the Buyer.
2.9 By entering into this Contract with Sharp FvD, the Buyer represents and warrants that it is acting in the course of its trade or business.
3. Description
3.1 The quantity and description of the Goods shall be as set out in the purchase records which shall stand as absolute proof of what order the Buyer made.
3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising issued or made available by Sharp FvD and any descriptions or illustrations contained in Sharp FvD's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.
3.3 Size, style, fabric content, specification, quality, and colour and/or any other matters relating to the Goods should be checked by the Buyer on receipt of the goods. It is the Buyer’s sole responsibility to verify that the Goods delivered are what was ordered.
3.4 Sharp FvD gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which the Buyer has chosen them.
3.5 The Buyer recognises that variation may occur from one dye batch to another and Sharp FvD shall not be liable for any such variation in colour.
3.6 The Buyer acknowledges and agrees that when a sample of the Goods has been shown to or inspected by the Buyer any consequent sale does not constitute a sale by sample.
4. Delivery
4.1 The Buyer must specifically request a Delivery Point in writing and pay the appropriate delivery charges, where applicable. Delivery is completed on the completion of unloading of the Goods at the Delivery Point.4.2 The Buyer shall take delivery of the Goods within 7 days of the Goods being ready for delivery, or they will be returned to sender.
4.2 The Buyer shall take delivery of the Goods within 7 days of the Goods being ready for delivery, or they will be returned to sender.
4.3 Any dates specified by Sharp FvD for delivery of the Goods are an estimate only on which the Buyer relies entirely at its own risk. If no dates are specified, delivery shall be within a reasonable time (with Sharp FvD’s view being final as to what constitutes reasonable). The time of delivery is not of the essence.
4.4 If Sharp FvD fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. Sharp FvD shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Buyer’s failure to provide Sharp Fvd with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.5 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Sharp FvD is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Buyer (including for loss or damage); (b) the Goods shall be deemed to have been delivered; and (c) Sharp FvD may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage costs).
4.6 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods to ensure sufficient receipt.
4.7 Sharp FvD may deliver the Goods by separate instalments.
4.8 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
4.9 The quantity of any consignment of Goods as recorded by Sharp FvD upon despatch from Sharp FvD's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary (such evidence shall not include witness evidence from any of the Buyer's employees).
5. Risk/Title
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 Sharp FvD has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods, inclusive of any personalisation costs; and
(b) all other sums which are or which become due to Sharp FvD from the Buyer on any account or for any reason.
5.3 In relation to Goods which the Buyer has purchased specifically for the purposes of re-sale, the Buyer may sell the Goods in the ordinary course of its business before ownership has passed to it.
5.4 The Buyer's right to possession of the Goods shall terminate immediately if:
(a) the Buyer takes any steps or has any steps taken against it in connection with the Buyer's insolvency (or potential or likely insolvency); or
(b) on either a balance sheet or cash-flow basis, the Buyer is unable to pay its debts as and when they fall due; or
(c) the Buyer encumbers or in any way charges any of the Goods.
5.5 At any time before title to the Goods passes to the Buyer, Sharp FvD may:
(a) by notice in writing, terminate the Buyer’s right under clause 5.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
6. Price
6.1 Unless otherwise agreed by Sharp FvD in writing (including email), the price for the Goods shall be those prices set out in Sharp FvD's price list published in force at the time that the order is made. Sharp FvD may vary the price of the Goods between the date of Order and the date of despatch save that if the price variation gives rise to an increase of more than 15% on the original price agreed, the Buyer shall have the option to cancel the order unless the Goods have already been customised for the Buyer in which case the right to cancel shall not arise .
6.2 Any delivery charges associated with the Order shall be communicated at the Point of Sale. Should any additional delivery charges arise as a result of the Buyer not being able to accept the delivery, these will be charged to the Buyer.
7. Returning Goods
7.1 Subject to the Buyer having a right to return the Goods pursuant to these terms, all sales are final. However Sharp FvD does, subject to the terms of this clause, recognise that there may be occasions when it is appropriate to accept returns from the Buyer and Sharp FvD may, on a case by case basis, consider doing so (but shall not be under any obligation to do so). For the purposes of this clause, any Goods which the Buyer wants to return shall be referred to as "Returned Goods";
7.2 Sharp FvD will, in any circumstances, only accept returns if the following conditions are met:
(a) The Returned Goods must not have been worn and must be returned in their original unopened packaging;
(b) The Returned Goods must be in an original, resaleable condition, free from any personalisation;
(c) Sharp FvD retain the right to refuse Returned Goods should Sharp FvD deem them to be unsuitable for resale;
(d) The Buyer will pay for and arrange the return of the Returned Goods.
7.3 The following Goods will not be eligible to be returned pursuant to this clause:
(a) Underwear;
(b) Any Goods which have been ordered as bespoke Goods by the Buyer (for example, embroidered and/or personalised Goods);
(c) Samples;
(d) Any Goods which have been in the possession of the Buyer for more than 28 days after delivery;
(e) Any Goods which have, as their function, the protection of health and safety and/or the hygiene of the wearer. By way of (non-exhaustive) examples, high visibility garments, earplugs, face masks and goggles
7.4 If Goods despatched by Sharp FvD are returned because the address (or other matter in relation to the Goods) given by the Buyer was incorrect, then in addition to any restocking charge that may apply, the Buyer shall pay to Sharp FvD a fee of £10.00
8. Personalisation
8.1 If the Buyer wishes to purchase personalised or customised Goods from Sharp FvD, the Buyer is responsible for providing all necessary information to make the personalisation of the Goods possible, inclusive of:
(a) Any imagery or logos in the correct, required format, with sufficient resolution, size and background requirements;
(b) Details of the type of personalisation required, i.e. embroidery, heat press, screen printed
(c) Detailed information regarding the size of each individual personalisation, font type for any text, colour, position and so on.
8.2 When the Buyer submits an Order for the purchase of personalised Goods, it fully understands and accepts that the Goods can no longer be cancelled once that Order has been acceptd by Sharp FvD.
8.3 The Buyer must pay for an Order for personalised Goods in full and clear funds before Sharp FvD commences with the production of the Goods. Sharp FvD will use reasonable endeavours to supply the Goods within the time-frame specified at the point of the sale but the Buyer accepts this is an estimate only.
9. Payment
9.1 1 The price of the Goods:
(a) excludes amounts in respect of value added tax (VAT), with the agreed written price the final value; and
(b) includes the costs and charges of packaging and transport of the Goods, unless otherwise stated.
9.2 Unless agreed otherwise by Sharp FvD, a Buyer who is not on credit terms must make payment for the Goods at the time that the Order is made in full and cleared funds and to a bank account nominated in writing by the Buyer.
9.3 Sharp FvD shall be due payment in respect of any Goods even if no invoice has been raised and the raising and/or issuing of an invoice shall not be a pre-condition to Sharp FvD's entitlement to be paid.
9.4 Time for payment shall be of the essence.
9.5 All payments payable to Sharp FvD under the Contract shall become due immediately on its termination despite any other provision.
9.6 If any payments are made by way of credit card, Sharp FvD shall be at liberty to charge a fee on top of the payment sum which represents any charge levied on Sharp FvD by the credit card handler or operator.
9.7 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
10. Quality
10.1 Sharp Fvd warrants that on delivery, and for a period of 3 months from the date of delivery (Warranty Period), the Goods shall:
(a) conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship.
10. 2 If:
(a)the Buyer gives notice in writing to Sharp FvD during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 10.1;
(b) Sharp FvD is given a reasonable opportunity of examining such Goods; and
(c) the Buyer (if asked to do so by Sharp FvD) returns such Goods to the Supplier's place of business at the Buyer’s cost,
Sharp FvD shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
10.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
11. Limitation of Liability
11.1 The following provisions set out the entire financial liability of Sharp FvD (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract;
(d) any other matter arising out of or in connection with the sale or prospective of the Goods
11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these conditions excludes or limits the liability of Sharp FvD:
(a) for death or personal injury caused by Sharp FvD's negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for Sharp FvD to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
11.4 Subject to condition 11.2 and condition 11.3:
(a) Sharp FvD's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to, at Sharp FvD's sole election, either:
(i) repairing or replacing the Goods (or appropriate part thereof) provided that, if Sharp FvD so requests, the Buyer shall, at the Buyer's expense, return the Goods or the part of such Goods which are being replaced to Sharp FvD; or
(ii) the price paid for the Goods.
(b) Sharp FvD shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11.5 Sharp FvD’s liability shall only be in relation to the Goods themselves. If the Goods are applied to or used in connection with any other goods or products, Sharp FvD shall have no liability for any loss or damage to the products which the Goods were used in connection with, or any loss or damage arising out of or in connection with those products.
11.6 This clause 11 shall survive termination of the Contract.
11.7 The Buyer acknowledges that the price paid for the Goods is, in part, proportionate to the amount of risk that Sharp FvD is prepared to accept. If the Buyer wants Sharp FvD to accept more risk, a higher price may be agreed for the Goods to reflect Sharp FvD’s greater risk.
12. Termination
12.1 Sharp FvD may (without prejudice to any other remedies) terminate or suspend forthwith Sharp FvD’s performance of the whole or any part of its obligations to the Buyer, if:
(a) Buyer is a corporation and has a receiver or administrator appointed or passes a resolution for winding-up or suffers an order of court to that effect or applies to a court for an interim order in connection with a voluntary arrangement with its creditors or if the Buyer is a partnership and the partnership is dissolved or, if Buyer is an individual and a bankruptcy order is made against Buyer or, whether Buyer is a corporation, partnership, individual or other entity, Buyer is subject to any similar actions or proceedings in any jurisdiction outside England and Wales; or
(b) Buyer fails to take delivery or pay for the Goods on the due date; or
(c) the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 days of written notification or being notified in writing to do so.
12.2 In the event that this agreement is terminated by Sharp FvD, insofar as the Goods have not been delivered prior to termination, Sharp FvD shall be discharged from any obligation to supply the Goods.
13. Force Majeure
13.1 Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate the Contract by giving 10 days' written notice to the affected party.
14. Website Use
14.1 The Buyer must not use Sharp FvD’s website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
14.2 The Buyer must not use Sharp FvD’s website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software
14.3 The Buyer must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting), scanning or probing for exploits on or in relation to this website without Sharp FvD’s express written consent.
14.4 The Buyer must not use Sharp FvD’s website to transmit or send unsolicited commercial communications.
15. Data Protection
15.1 If Sharp FvD collects personal information in connection with the Contract, such information will only be used in order to fulfil the Order.
16. General
16.1 Each right or remedy of Sharp FvD under the Contract is without prejudice to any other right or remedy of Sharp FvD whether under the Contract or not.
16.2 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.
16.3 Failure or delay by Sharp FvD 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.
16.4 Any waiver by Sharp FvD of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.5 The parties to the Contract 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.
16.6 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
16.7 The Contract constitutes the entire agreement between the parties. Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
16.8 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.9 Sharp FvD may at any at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. The Buyer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Sharp FvD.