- In these conditions of Sale (conditions): Seller means L. J. & R. Footwear Ltd.; Buyer means the person or company referred to overleaf as the Buyer; Goods means the goods forming the subject matter of the Contract; Order means the Buyer’s order for the Goods placed with the Seller, whether in writing or orally.
- These conditions apply to every Order placed by the Buyer to the exclusion of any other terms the Buyer or its agents seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. Unless otherwise agreed in writing by the Seller, any sale made by the Seller is strictly subject to these conditions.
- No representative or agent of the Seller has authority to contract with the Buyer for the sale of the Goods or to amend vary or waive these conditions or to make any binding representation or warranty in respect of the Goods.
- An Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Order shall only be deemed to be accepted when the Seller confirms (in writing or orally) his acceptance of all or part of the Order, at which point, and on which date a contract for the sale and purchase of those Goods that the Order has been accepted in respect of shall come into existence (Contract).
- The Goods shall conform with the quantity, quality and description as stated overleaf. The Seller reserves the right to make without notice such reasonable modifications to specifications, descriptions, designs, materials or finishes as it deems necessary or desirable and the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of such reasonable
- The Seller shall not be liable in respect of any damage in transit or non-delivery of Goods howsoever caused (including negligence) unless notice in writing is given to the carrier and Seller within the period specified in the contract of carriage (or within three working days of the date when the Goods were received or would in the ordinary course of events have been received, whichever is the earlier).
- Times or dates quoted by the Seller for completion or delivery are intended as an approximate estimate only. Every effort and endeavour will be made to adhere to such times or dates but the Seller does not give any other undertaking in that
- The Seller may invoice the Buyer for the Goods on or at any time after delivery of the Goods. The Buyer shall pay each invoice submitted by the Seller immediately upon receipt by either cash payment or bank transfer to the Seller’s nominated bank account.
- In the event of any invoice remaining unpaid after the due date for payment referred to in condition 8, then the amount due shall attract interest at the rate of 3% per month compound from the due date of payment until the actual date of payment of the invoice.
- In the event of:
- Any distress, execution or other legal process levied upon any of the Buyer’s assets:
- The Buyer entering into any arrangement or composition with its creditors, committing any act of bankruptcy or (being a Corporation) an order being made or an effective Resolution being passed for its winding up except for the purposes of amalgamation or reconstruction or a Receiver being appointed in respect of the whole or any part of its undertaking or assets;
- Non-payment by the Buyer of any monies due from it to the Seller:
the Seller shall be entitled to suspend all or any future deliveries under the Contract or any other contract it has with the Buyer, and on written notice to cancel the undelivered portion of the Contract or any other contract it has with the Buyer.
- The rights conferred by this condition shall be without prejudice to any other right enjoyed by the Seller pursuant to these conditions or by law, including in particular the right to recover the Goods or the proceeds thereof from the Buyer pursuant to condition 11 below.
- Retention of Title
- Title to the Goods shall not pass to the Buyer until:
- the Seller receives payment in full (in cash or cleared funds):
- for the Goods; and
- for any other goods that the Seller has supplied to the Buyer;
in which case title to the Goods shall pass at the time of payment of all such sums; or
- the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in condition 11(d).
- Until title to the Goods passes to the Buyer, the Buyer shall:
- store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- notify the Seller immediately if it becomes subject to any of the events listed in condition 10; and
- give the Seller such information as the Seller reasonably requires relating to the Goods and the Buyer’s ongoing financial position
- Nothing in this condition 11 shall in any way limit or modify the Buyer’s obligation to pay for the Goods in accordance with these conditions.
- Subject to condition 11(e), the Buyer may resell the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods, provided always that in respect of any such resale;
- the Buyer shall act principal and not as the Seller’s agent; and
- title to the Goods shall only pass to the Buyer immediately before the resale.
- At any time before title to the Goods passes to the Buyer, the Seller may:
- by written notice, terminate the Buyer’s right under condition 11(d) to resell the Goods; and
- require the Buyer to deliver up all Goods in its possession and control that have not been resold, and if the Buyer fails to do so promptly, enter any premises of the Buyer, to recover them.
- In the event of the Goods being found by the Buyer to be defective the Seller will at his discretion replace or repair the same free of charge provided that:
- The Seller is satisfied that the defect in the Goods was due to defective workmanship or the use of defective materials, and
- Written notice of the defect is given to the Seller within 8 working days of the delivery of the
13 The Contract shall be governed by English law and the Buyer and the Seller shall submit to the jurisdiction of the English Courts.