Terms & Conditions
1.1 "Company" means James Hare Limited trading as James Hare Silks whose registered office is Monarch House, 7 Queen Street, Leeds, LS1 2TW.
1.2 "Customer" means the person who buys or agrees to buy the goods from the Company.
1.3 "Goods" means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Company.
1.4 "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
2.1 These conditions apply to all sales of goods by (The Company) to any purchase (The Customer) and shall apply in place and prevail over any terms and conditions contained or referred to in the Customer's purchase order, confirmation order or in correspondence.
3.1 The price quoted is exclusive of delivery charges, Value Added Tax, custom duties and all other taxes.
3.2 The prices quoted are based on the current cost of the Goods as published in our price list. The Company is able at any time prior to the delivery of the Goods to adjust the price to take account of any factor beyond the Company's control such as an increase in the cost of raw materials, or an increase in labour charges.
3.3 A cutting charge on fashion price lists of £1.50/€2.50 per metre is payable by the Customer to the Company on all orders for Goods of a length of 10 metres or under.
3.4 The above charges may be varied without notice and you should check at the time of ordering.
4.1 The Company may raise an invoice for the Goods at the any time following receipt of an order from the Customer.
4.2 All sums due to the Company under the Contract shall be paid on the 20th of the month following the month of the invoice. Terms strictly net.
4.3 The Company reserves the right to make a £25 charge on pro-forma transactions where special presentation of a cheque is required for speed of despatch.
4.4 The Company reserves the right to hold back any order pending if an account is overdue for payment.
4.5 In the case of late payment the Company reserves the right to charge interest at the daily rate equivalent to 4% per annum above the base rate of HSBC from time to time in force and such interest shall accrue on the balance outstanding at such a rate after as well as before judgement.
4.6 An account not used for 12 consecutive months will require a new application for account facilities.
4.7 Credit limits are subject to review and can be increased or decreased at the Company's discretion.
4.8 Credit terms can be terminated at the Company's discretion if the terms of payment are breached.
4.9 Sales invoices of the Company must be paid in the currency of the invoice.
4.10 All bank charges for payment of sales invoices of the Company must be borne by the remitter.
4.11 For new accounts in order to process your application we will supply your personal information to credit reference agencies (CRAs) and they will give us information about you, such as about your financial history. We do this to assess creditworthiness and product suitability, check your identity, manage your account, trace and recover debts and prevent criminal activity. The Company will also continue to exchange information about the Customer with CRAs on an ongoing basis, including about your settled accounts and any debts not fully paid on time. CRAs will share your information with other organisations. The identities of the CRAs, and the ways in which they use and share personal information, are explained in more detail at http://www.experian.co.uk/crain
5.1 Any date or time mentioned in any quotation or acknowledgement of order is approximate only, so no liability can be accepted in respect of any failure to deliver at any particular date or time. The Company will make all reasonable endeavours to meet any dates or times in any quotations or confirmations and will not accept any liability.
5.2 The Customer shall notify the Company of any defects/or shortages within 14 days of delivery of the Goods.
6.1 The Customer must inspect the goods before they are cut or made up, once the fabric is cut it cannot be returned for credit under any circumstances.
6.2 If goods are to be returned for credit the Customer must return within 30 days from date of invoice. For non-faulty goods, there will be a handling charge of 25% of the invoice value. If non-faulty goods are returned for an exchange, the handling charge will be reduced to 15%. The fabrics must be uncut and in the same condition that they were received. Returned items that are received damaged due to insufficient packaging and are not suitable for re-sale may forfeit credit. Any unauthorised returns will not be accepted under any circumstances. They will be returned to the Customer and costs will be charged to their account. A chargeable collection service is available through the Company. Goods for return should be collected for return within 7 days of the return being authorised. Failure to do so will void the returns authorisation. However, examine carefully before cutting. Claims will not be accepted for any reason whatsoever after the customer, their staff, agents or makers up, has cut the fabric. No claims will be accepted in respect of any costs of making up.
6.3 The Company does not accept wallcovering returns.
6.4 Velvet is to be returned to the Company in its original velvet box, and must be received in a condition suitable for re-sale, otherwise the Company will not consider a refund.
7. Lost or Damaged in Transit
7.1 Claims for non arrival must be made within 10 days of the invoice date and confirmed in writing within 14 days. Damaged goods or short deliveries must be signed for as such by the Customer and the Company notified immediately otherwise liability cannot be accepted for any lost or damaged goods.
7.2 The Company reserve the right to make a charge of £15 or the equivalent in local currency if it is found that delivery has been accepted prior to the proof of delivery being requested.
8. Colour Matching & Dimensions
8.1 Whilst every effort is made to match the pattern books and other samples, the Company cannot guarantee to match the shade exactly. If a match is required, always send a sample or request a stock cutting.
8.2 Both widths and repeats are approximate as they may differ slightly with each batch. Repeats may vary as much as 3-5% +/- this should be taken into account whilst calculating requirements.
9. Inspection Before Cutting or Add on Treatments
9.1 All orders are supplied on the understanding that the goods will be carefully inspected by the Customer prior to cutting or to having add-on treatments applied.
9.2 Whilst every effort is made to ensure the correct goods required arrive in the best possible condition, errors can be made or damage occur in transit. The Customer should always check before cutting that you are totally satisfied that the length supplied is correct in all respects. No claims can be accepted or exchanges made once the material has been cut or subjected to additional processes.
9.3 The Customer's responsibility shall not be diminished in the case of the goods being delivered to a third party on the instructions of The Customer.
10.1 Where an order is placed for goods which need to be specially made, no cancellation can be accepted.
10.2 All other orders, once cut and packed, will be treated as returns where cancellation or amendment are requested.
11.1 All goods are supplied on the condition that The Company's liability for any fault or defect in the quality, condition, description or fitness for any purpose is limited to a sum not exceeding the wholesale purchase price of the particular goods.
11.2 The Company shall not be liable for defects in goods caused by fair wear and tear, abnormal conditions of storage or use, or the application of any treatment process. Nor of any act of neglect by the customer or any third party.
11.3 In the event of The Company being unable to supply goods subsequent to receiving an order from The Customer, The Company shall not be held liable for any incidentals or consequential loss howsoever arising.
12.1 Account Closure
12.1 The Company reserves the right to refuse to open accounts.
12.2 The Company reserves the right to refuse to accept orders and/or close accounts.
12.3 The Customer acknowledges that the opening of an account and/or the acceptance of orders, does not constitute a commitment by the Company to accept future orders.
13.4 If the Company notifies the Customer that the Customer's account has been closed, the Customer agrees that, following such notification, it shall:
(a) not represent to any Buyer or any third party that the Customer has any continued association with the Company, or is an authorised distributor of the Products; and
(b) immediately remove from the Customer's website any marketing materials, any references to brand names established by the Company, or any other images, trade marks, registered designs, copyright or other intellectual property rights owned by the Company.
13. Force Majeure/Delay
13.1 The Company shall have the right to cancel or delay delivery under the contract if it prevented from or hindered or delayed in delivery through any circumstance beyond its reasonable control, including but not limited to:
(a) Act of God, strike, lock-out, or other labour dispute, fire, flood, or drought, adverse working conditions, accidents to machinery, delays en route;
(b) The effect of any statute, rule, regulation, order,directive or recommendation issued by any Government, Government Department or other competent authority including restrictions of export and other licences;
(c) The non-availability of suitable materials or labour or necessary power or other services;
(d) Any other contingency whatsoever beyond the Company's control.
13.2 If The Company delays an order, the Customer shall, upon prior written notice to The Company of its intention, have the right to purchase elsewhere at its own risk and cost, such quantities of goods as may be necessary to cover current requirements, and The Company shall be under no liability arising out of its own failure to deliver.
13.3 The Customer shall pay extra charges to cover extra cost incurred by The Company in the event of:
(a) The Customer or its agents failing or refusing to take immediate delivery of goods in accordance with the Contract, or delivery being abortive for any other reason not being due to the fault of The Company.
(b) Goods having to be stored by The Company beyond the date on which the Customer or its agents were notified of their readiness for delivery, or beyond the date when they were first tendered for delivery, whether at the request of the Customer or its agents, or by reason of lack of adequate instructions or information from the Customer or its agents, or by reason of any other matters outside the control of The Company.
13.4 Where delivery of the goods has been prevented or delayed by reason of any of the matters in 13.3 the price of the goods, or the balance due, shall become due and payable no later than following the date when the goods were first tendered for delivery or first notified to the customer by The Company as being ready for delivery, which ever shall be the earlier.
14. Retention of title
14.1 The Customer shall own the goods only after:
a) they have been paid for in full; and
b) all other Goods supplied by the Company either previously or subsequently have been paid for in full until then they belong to the Company and the Customer shall deal with them only in the way set out in the clause.
14.2 The Customer shall ensure that the Goods can be identified and separated easily from other Goods held by the Customer by storing them separately or labelling them and by keeping stock records.
14.3 The Customer shall keep the Goods stored properly and protected from damage and shall insure them to their full reinstatement value. The proceeds of any insurance claim shall belong to the Company.
14.4 The Customer shall not sell, give, pledge, lend or otherwise dispose of the Goods except that it may sell the Goods on behalf of the Company in the ordinary course of its business.
14.5 Until the Customer has satisfied the conditions in 7.1 above:
a) the Customer shall owe the proceeds to the Company immediately on demand.
b) the Customer shall transfer the proceeds to the Company immediately on demand.
c) the Customer shall at the Company's request notify Customers or potential Customers of the Company's ownership of the Goods.
d) the Customer shall at the Company's request immediately assign to the Company any debts arising from the sale until notified by the Company, the Customer may collect these debts on behalf of the Company. If the Company so requests, the Customer shall promptly take such actions as are necessary to perfect the assignment.
14.6 The Customer shall allow the Company to enter its premises without notice at any time within normal business hours to inspect the Goods and to remove them (any may use reasonable force to do so). The Company shall make good any damage caused to property belonging to the Customer during the removal of the Goods.
14.7 The Company may sue for the price of the Goods even if the Customer does not own them.
14.8 The Customer shall immediately notify the Company in writing if anyone threatens to issue any form of insolvency proceedings against the Customer to seek to appoint a receiver or manager over any of the Customer's property, and shall notify the Company in writing before initiating such proceedings or entering into any voluntary arrangement or competition with its creditors.
15. The Company reserves the right to refuse and close accounts at its discretion.
The Company reserves the right to alter prices and to withdraw or change the specification of any of its products or alter any trading terms or conditions without prior notice.
Failure by The Company to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right, nor operate so as to bar the exercise of enforcement thereof at any time thereafter.
18. As part of the Company's evaluation and determination of how the Company and their brands will be best represented, the Company will consider and retain the exclusive right to designate the number of customers to whom the Company will sell in any particular trading area. The Company also retain the exclusive right to designate which brands will be made available to the Customer.
19. The Company expects the Customer to use their best endeavours to sell their products in the trading area where the Customer maintains their principal place of business, and to make such sales only to consumer end-users in that area who can be serviced fully from their principal place of business. Other than as expressly permitted by the Company in writing, the Customer may not offer any products of our affiliates, on or through the internet or through the use of Free Phone numbers.
20. Retail Showrooms
20.1 Trade accounts may not be transferred to additional or alternative premises without prior approval of the Company.
20.2 Showrooms should always be in keeping with the image and quality of the Company and should be manned by qualified staff with a good knowledge of interior decoration.
20.3 A representative collection of the Company's pattern books is to be maintained and a reasonable proportion of the new collections purchased. It is envisaged that a new account would need to purchase pattern books and sampling to the value of at least £100 + VAT.
20.4. Should the account not comply with any of the above conditions, the Company reserves the right to close the account.
21. Governing Law
The contract shall be governed by and construed in accordance with the Laws of England and the parties submit to the jurisdiction of the English Courts.
22. Additional Services and Care Instructions
22.1 Please refer to The Company's website www.james-hare.com for full details of care instructions and fabric performance.