The Supplier means Longwear Ltd.

The Purchaser means the company who has been contracted to buy the goods or services.

The Contract means the agreement reached between the Purchaser and Supplier for the provision of the goods or services.

The Goods means the materials, equipment or services provided by the Supplier.

1. Orders

All orders are subject to the following conditions :-

All tenders are open for acceptance (unless previously withdrawn) for not more than 30 days from the date of such tender.

All tenders are subject to confirmation on receipt of order.

2. Prices

a) Unless the order is accompanied by sufficient information, agreed specifications, drawings, and patterns to enable work to proceed forthwith, the seller is at liberty to amend prices quoted herein to cover an increase in costs during the period of delay caused by the lack of such details.

b) Any alterations by the buyer in design, weight, quantities or specification and any suspension of work due to instructions or lack of instructions will involve adjustment of the agreed or quoted prices, if the costs are affected thereby.

c) Prices quoted are for unmachined self-colour goods unless otherwise stated.

3. Terms

Prices quoted are net; accounts are due for payment not later than the end of the month following unless agreed otherwise (the month of despatch).  When deliveries are spread over a period, each consignment shall be invoiced when despatched and each month’s invoices shall be treated as a separate account and payable accordingly.

4. Patterns

a) Where the buyer supplies patterns the quotations of the seller assume that such patterns are in good condition, true to drawing and entirely suitable for the sellers’ method of production and for the production of the goods in the quantities required.

b) For mutual benefit, when new patterns or equipment are to be made, the seller requires to be consulted.

c) Replacement of an alteration or repairs to buyer’s patterns or equipment due to normal wear and tear shall be paid for by the buyer.

d) Where patterns are not supplied by the buyer, only such patterns as are specially made and separately charged in full shall become the property of the buyer when paid for.

e) Carriage on patterns and equipment supplied by the buyer will be paid by the seller in one direction only.

f) The seller takes all reasonable care to protect buyer’s patterns whilst they are on the seller’s premises but does not accept liability for any loss, damage or expense arising from any cause whatsoever which does not directly and solely result from a failure by the seller to exercise such reasonable skill and care.

g) The buyer shall be responsible for the custody of his patterns from which no goods have been ordered for a period of three years.

5. Carriage

Unless otherwise specified, prices quoted are ex-works.

6. Delivery

Time for delivery is estimated as accurately as possible, but is subject to any delays or breakdowns beyond the control of the seller and is not guaranteed.  The period specified for delivery on the seller’s quotation :-

a) is exclusive of any period occupied in making, altering, or adapting patterns or in any experimental work connected with the goods;

b) shall commence only after the receipt of written instructions to proceed together with all necessary information, drawings and (if to be supplied by the buyer) patterns or equipment;

c) shall (if a sample good is to be submitted for buyer’s approval) commence only from date of receipt of written approval;

d) owing to the difficulty of producing exact quantities of goods the seller reserves the right to deliver up to 7½% in excess of the quantities ordered unless special agreement has been made to the contrary

7. Damage, Shortage or Loss

The seller does not accept responsibility for any damage, shortage or loss in transit unless :-

a) damage or shortage is notified in writing both to the seller and to the carriers within 3 days of receipt of goods and the goods have been signed for as “not examined” and have been handled by the buyer in accordance with carrier’s conditions, or

b) non-delivery (in the case of total loss) is notified both to the seller and to the carriers within the carriers’ permitted period.

8. Samples

Samples submitted will be payable by the buyer unless returned to the seller’s work, carriage paid, within one month from the date of despatch. In all instances where the seller is working from a new pattern, or a pattern fresh to the seller’s foundry, the seller may submit sample goods for approval before executing the bulk of the order, which will only be commenced on receipt of such approval in writing.

Where small quantities only are required, submission of samples will be made only in such is requested by the buyer at the time of placing the order.

9. Tests

Unless otherwise stated, the cost of supplying, machining, or testing all test pieces required by the buyer will be charged extra.

When figures or particulars relating to physical or chemical properties are indicated, they are to be regarded as a general guide only, and constitute no guarantee from seller unless specified margins have been agreed at the time of placing the order.

Whilst every effort is made to provide sound goods, no express or implied warranty is given by the seller as to the fitness of suitability of goods for any particular purpose whether such purpose is known to the seller or not.

10. Defects

a) The invoice value of any goods made by the seller and proved to be defective in workmanship or materials will be credited to the buyer, provided that the goods are returned to the seller within 6 months from date of despatch.

Any such agreed defective goods will be replaced (and re-invoiced at the price  credited) or made serviceable for their original purpose free of charge.

b) The buyer shall make every effort to ascertain any possible defects as soon as possible after delivery of the goods, including any necessary tests or inspection during or after machining. Immediately after discovery of any defects or alleged defects, the buyer shall notify the seller in writing and give the seller a reasonable opportunity to take prompt measures to prevent a repetition of the defect.

c) Defective goods will not form the subject of any claim for labour, machining costs or other expenditure thereon or for resultant loss or damage arising out of any such defect.

d) Expenditure by the buyer on the salvaging of defective goods may be a matter for agreement between buyer and seller, but in the absence of such agreement it shall not be chargeable to the seller and any such salvaging operation shall not be proceeded within in any manner liable to prejudice the opportunity of the seller to take the earliest possible steps to avoid repetition of the defect in any further goods he may be making.

e) No claim for free replacement or otherwise will be accepted in respect of any goods found to be defective through faults in the design or construction of patterns supplied by the buyer.

f) Under no circumstances is the seller responsible for consequential loss.

11. Guarantee

Any specific performance guarantee in the contract relating to the goods or services provided by the supplier will only be valid on the understanding that the Purchaser has provided accurate data on the precise operating conditions and environment in which the goods or services will be operating.

12. Packing

Unless otherwise specified, packing cases and packing materials will be charged extra, but will be credited in full on return to the seller’s work, carriage paid, and in good condition within one month of receipt by the buyer.

13. Infringements

The buyer shall indemnify the seller against all damages, penalties, costs and expenses arising out of the infringement of any Patent, Registered Design, Trade Mark, Trade Name or Copyright or any claim for such infringement or any claim to passing off involved in or arising out of work carried out in accordance with the buyer’s specification.

14. Retention of Title

The ownership of the goods shall remain with the seller and the seller reserves the right to dispose of the goods until payment in full for all the goods has been received by it in accordance with the terms of these Conditions of Sale or until such time as the Buyer sells the goods to its customers by way of bona fida sale at full market value.  If such payment is overdue in whole or in part the Seller may (without prejudice to any of its other rights) recover or resell the goods or any of them and may re-enter on the Buyer’s premises for that purpose.  Such payment shall become due immediately upon the commencement of any Act or proceeding in which the Buyer’s solvency is involved.  Until such payment is made the Buyer shall hold the goods so as to be clearly identifiable as the property of the seller.

15. Bankruptcy or Liquidations

i) If the buyer fails to pay on the due date for payment any sums due to the seller whether in respect of the goods or any account whatsoever or enters into and arrangement or compounds with his creditors or, if a receiving order is made against by the buyer, or (if the buyer is a company) it goes into liquidation whether compulsory or voluntary or, if the buyer becomes otherwise insolvent the seller may :-

a) stop any goods in transit and suspend delivery;

b) hold by way of lien all materials or other property of the buyer in the possession of the seller in respect of work carried out or to be carried out by the seller for the buyer or for the general balance of account for the time being owing to the seller by the buyer;

c) determine the contract.

ii) Nothing in this clause shall prejudice any other right of the seller.

16. Force Majeure

If the Company is prevented or delayed (directly or indirectly) from making delivery of the goods or any part thereof on the agreed date of delivery of from otherwise performing the contract or any part thereof by reason of act(s) of God, war, riot(s), strike(s), lock-out(s), trade dispute(s), fire(s), break-down, interruption of transport, Government action, delay in delivery to the Company of any goods or materials or by any cause whatsoever (whether or not of like nature to those specified above) outside its control, it shall be under no liability to the purchaser and shall be entitled without any liability to extend the time or times for delivery or otherwise performing the contract or any part thereof by a period equivalent to that during which such delivery or installation or performance has been prevented by any of the restrictions hereinbefore referred to.

17. Sub-Contract

The Company reserves the right to sub-contract the performance of the contract or any part thereof.

18. Governing Law

The contract shall be governed by and interpreted in accordance with English Law. The parties hereto agree to submit themselves to the jurisdiction of the English Courts for the purpose of the contract.

19. Arbitration

Any dispute or claim emanating from the contract between the Supplier and the Purchaser shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce.  Such arbitration shall be effected in the UK in the English language.

20. General

These conditions are the sole conditions under which the Supplier is prepared to deal with the Purchaser. All other terms, conditions or implied other conditions are excluded from all contracts.

21. Free Issue Material

It is the responsibility of the Purchaser to ensure that he has adequate insurance for free issue material at all times.

Longwear Limited