Terms & Conditions of Sale

Definitions and interpretation

In these Conditions the following definitions apply:

Affiliate	means any entity that directly or indirectly controls, is controlled by or is under common control with another entity.
Bribery Laws	means the Bribery Act 2010 and all applicable legislation relating to bribery or corruption.
Business Day	means a day other than a Saturday, Sunday or public holiday in England.
Conditions	means these terms and conditions of sale.
Confidential Information	means any commercial, financial or technical information, information relating to the Goods, plans, know-how or trade secrets which is obviously confidential or has been identified as such.
Contract	means the agreement between the Supplier and the Customer for the sale and purchase of Goods incorporating these Conditions and the Order.
Customer	means the person purchasing the Goods from the Supplier.
Force Majeure	means any event beyond a party’s reasonable control including acts of God, fire, flood, war, civil unrest, interruption of utilities or transport, supply chain failure, or industrial action (excluding the Customer’s inability to pay).
Goods	means the goods set out in the Order.
Intellectual Property Rights	means copyright, patents, trade marks, design rights, trade secrets and all similar rights whether registered or unregistered.
Location	means the delivery address set out in the Order.
Order	means the Customer’s order for Goods.
Price	means the price payable for the Goods.
Specification	means the description or specification of the Goods agreed in the Order.
Supplier	means Skanwear Clothing Company Limited (company number 07290447) whose registered office is at Vanern House, Old Bawtry Road, Doncaster, DN9 3BZ.
VAT	means value added tax under the Value Added Tax Act 1994.

Headings are for convenience only and do not affect interpretation.

2. Basis of Contract

These Conditions apply to and form part of the Contract. They supersede any terms supplied by the Customer unless expressly agreed in writing by the Supplier.

Each Order constitutes an offer by the Customer to purchase Goods subject to these Conditions.

A binding contract arises when the Supplier confirms acceptance in writing or dispatches the Goods.

Marketing material is illustrative only and does not form part of the Contract.

3. Price

The Price shall be as set out in the Order or, if not specified, in accordance with the Supplier’s price list in force at the date of the Order.

Prices are exclusive of:

delivery, packaging and insurance (unless otherwise agreed); and
VAT.

The Supplier may increase prices on not less than 15 Business Days’ written notice, provided any increase does not exceed 10%.

The Supplier may increase prices immediately where there is an increase in the direct cost of supplying the Goods beyond its control.

4. Payment

The Supplier may invoice at any time after dispatch.

Invoices shall be paid:

in full without deduction or set-off;
within 28 days of invoice date; and
in cleared funds to the Supplier’s nominated bank account.

Time of payment is of the essence.

Late payments shall accrue interest at 8% above the Bank of England base rate, calculated daily.

The Supplier may suspend supply if the Customer exceeds any agreed credit limit.

5. Delivery

Delivery shall take place:

when Goods arrive at the Location; or
when made available for collection; or
when delivered to a carrier for shipment.

Delivery dates are estimates only. Time of delivery is not of the essence.

The Supplier may deliver in instalments.

If the Customer fails to take delivery, the Supplier may store the Goods at the Customer’s cost.

If the Goods remain uncollected for 10 Business Days after notification, the Supplier may resell them and recover any shortfall from the Customer.

Risk passes to the Customer on delivery.

6. Title

Title to the Goods passes only when the Supplier has received full payment in cleared funds.

Until title passes, the Customer shall:

hold the Goods as bailee;
store them separately;
keep them insured for their full value;
not alter identifying marks; and
allow inspection on reasonable notice.

If the Customer becomes insolvent, stops trading, enters administration, liquidation, or any similar procedure, the Supplier may repossess the Goods.

The Supplier may enter premises to recover Goods where payment has not been made.

7. Warranty

The Supplier warrants that at delivery the Goods:

conform materially to the Specification;
are free from material defects; and
are of satisfactory quality under the Sale of Goods Act 1979.

The Customer must notify the Supplier in writing of visible defects within 5 Business Days of delivery.

For latent defects, notice must be given within 5 Business Days of discovery.

The Supplier may repair, replace, or refund defective Goods at its option.

The Supplier is not liable for defects caused by:

fair wear and tear;
misuse or negligence;
modification without consent;
compliance with Customer specifications.

Except as expressly stated, all other warranties are excluded to the fullest extent permitted by law.

8. Anti-Bribery and Anti-Slavery

Each party shall comply with applicable Bribery Laws.

The Customer shall comply with the Modern Slavery Act 2015 and notify the Supplier of any breach.

Any breach shall constitute a material breach entitling termination.

9. Indemnity and Insurance

The Customer shall indemnify the Supplier against losses arising from the Customer’s breach of the Contract.

The Customer shall maintain appropriate insurance and provide evidence on request.

10. Limitation of Liability

Nothing limits liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation;
any liability which cannot legally be limited.

The Supplier’s total liability under the Contract shall not exceed the greater of:

£100,000; or
100% of the Price paid under the relevant Order.

The Supplier shall not be liable for:

loss of profit;
loss of business;
loss of data;
loss of goodwill;
indirect or consequential loss.

11. Intellectual Property

The Supplier indemnifies the Customer against third-party claims that the Goods infringe Intellectual Property Rights, provided the Customer:

promptly notifies the Supplier;
allows the Supplier to conduct the defence; and
provides reasonable assistance.

The Supplier may modify or replace infringing Goods.

The indemnity does not apply where infringement arises from Customer modifications or specifications.

12. Confidentiality

The Customer shall keep confidential all Confidential Information and use it only for the purposes of the Contract.

This obligation continues for 5 years after termination.

13. Force Majeure

Neither party is liable for delay or failure caused by Force Majeure.

If Force Majeure continues for more than 30 consecutive days, either party may terminate the affected Order on written notice.

14. Termination

The Supplier may terminate immediately if the Customer:

fails to pay sums due;
commits a material breach;
becomes insolvent;
ceases trading.

Termination does not affect accrued rights.

15. Notices

Notices must be in writing and sent by hand, post or email to the last notified address.

Email notices are deemed received 24 hours after sending unless a delivery failure notice is received.

16. General

The Contract constitutes the entire agreement between the parties.

No variation is valid unless agreed in writing by the Supplier.

The Customer may not assign the Contract without written consent.

The Supplier may assign the Contract to any Affiliate.

If any provision is invalid, the remainder shall continue in force.

No waiver is effective unless in writing.

17. Governing Law and Jurisdiction

The Contract shall be governed by the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction.