Terms and Conditions
1.1 The following definitions and rules of interpretation apply to these conditions.
Buyer: the person, firm or company who purchases the Goods from Image & Identity and who, by entering into this Contract with Image & Identity is warranting that it is acting in the course of its trade or business.
Contract: any contract between Image & Identity 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 Goods
Delivery Date: the date on which the Goods are delivered to or collected by the e Buyer or, if we tried to deliver the Goods but is unable to, the date on which third party 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 Ralawise (including any part or parts of them).
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. Any EU law, directive or regulation which currently applies to this contract shall, in the event of the UK’s departure from the EU, have its applicability superseded by any replacing English or Welsh act or statutory instrument.
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.
2.1 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 our 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 Image & Identity. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Image & Identity which is not set out in the Contract. Nothing in this condition shall exclude or limit Image & Identity liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from Image & Identity 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 Image & Identity until an acceptance of the order is confirmed by Image & Identity by whatever means appropriate, or (if earlier) Image & Identity 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 Image & Identity is subject to change at Image & Identity's absolute discretion but shall remain open for acceptance by the Customer provided that Image & Identity has not previously withdrawn it or any timescale placed on acceptance has expired.
2.8 Image & Identity may, at in its absolute discretion, sell branded and private label products to authorised customers. In the event of any such sales, the Buyer in question must not:
3.1 The quantity and description of the Goods shall be as set out in Image & Identity's 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 and any Image & Identity's descriptions or illustrations contained in Image & Identity'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 Image & Identity gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.
3.5 The Buyer recognises that variation may occur from one dye batch to another and Image & Identity 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.
4.1 Unless otherwise agreed in writing by us, the Delivery Point shall be our place of business. Collections from our place of business shall only be permitted between Monday to Friday between 9.00am and 3.30pm.
4.2 If the Buyer wishes the Delivery Point to be anywhere other than our place of business, the Buyer must specifically request an alternative Delivery Point and pay the appropriate delivery charges.
4.3 The Buyer shall take delivery of the Goods within 7 days of us giving it notice that the Goods are ready for delivery.
4.4 Any dates specified by us for delivery of the Goods (including making them available for collection) are an estimate only on which the Buyer relies entirely at its own risk. Time for delivery shall not be and shall not be capable of being made by notice, of the essence. If no dates are so specified, delivery shall be within a reasonable time (with Image & Identity’s view being final as to what constitutes reasonable).
4.5 Subject to the other provisions of these conditions we shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by our negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless 180 days has passed from the estimated delivery date.
4.6 Where the Buyer has requested that the Goods be delivered to the Delivery Point by post, we shall not be liable for any non or late delivery in respect of the Goods unless the reason for the non or late delivery is an error by us in sending the Goods to the incorrect address. Save for that, and subject to clause 12.3. Image & Identity expressly excludes all liability in relation to non-delivery of Goods sent by post.
4.8 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods and generally taking receipt of them.
4.9 If we delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity ordered, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.10 We may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.11 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.
4.12 If the Delivery Point is to be outside the UK: (a) The Buyer shall obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods. (b) The Buyer must comply with all applicable laws and regulations of the country for which the products are destined. Image & Identity will not be liable for any breach by the Buyer of any such laws. (c) Risk in and responsibility for the Goods shall pass to the Buyer once they have been delivered to the carrier appointed to deliver the Goods and the Buyer shall maintain appropriate insurance for the goods in transit. (d) Large orders may incur additional costs or extended delivery times. If applicable a member of our Customer Services team will discuss with you.
4.13 We shall not deliver on behalf of a Customer to a third-party who is situated outside of the country in which the Customer is located.
5.1 The quantity of any consignment of Goods as recorded by us upon despatch from our 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).
5.2 We shall not be liable for any non-delivery of Goods (even if caused by Image & Identity's negligence) unless the Buyer gives written notice to us of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of Image & Identity for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 Subject to clause 4.12(c), the Goods are at the risk of the Buyer from the time of Delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until Image & Identity has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as Image & Identity's bailee;
6.4 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.
6.5 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
6.6 If any circumstances arise which terminate or may terminate the Buyer’s right to possession of the Goods, the Buyer must immediately inform us. If the Buyer fails to inform us, then the Buyer shall hold the Goods on trust for us until such time as the Goods have been recovered by Image & Identity from the Buyer.
6.7 Image & Identity shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Image & Identity.
6.8 The Buyer grants us, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover them.
6.9 Where Image & Identity is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Image & Identity to the Buyer in the order in which they were invoiced to the Buyer.
6.10 On termination of the Contract, howsoever caused, Image & Identity's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by Image & Identity in writing (including email), the price for the Goods shall be those prices set out in our price list published in force at the time that the order is made. However, We retains the absolute right to vary the price payable for 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 been customised for the Buyer in which case the right to cancel shall not arise .
7.2 If the Buyer is to pay the price other than in UK pounds sterling, the price shall be calculated as the sterling equivalent of the published price using the currency exchange rate of Image & Identity's bank which applies at the time that the order is made.« Back