price therefore. Until such payment the Customer shall be in
possession of the goods solely as bailee for the Company and
in a fiduciary capacity and shall insure them accordingly and
store the goods in such a way as to enable them to be identified
as the property of the Company. After delivery or acceptance in
custody of the goods even by a third party on the instruction of
the Customer, any risk related to such goods shall entirely be
on Customer’s side. The Company reserves the immediate right
of re-possession of any goods to which it has retained title as
aforesaid and thereafter to re-sell the name and for this purpose
the Customer hereby grants an irrevocable right and license to
the Company’s servants and agents to enter upon all or any of its
premises with or without vehicles during normal business hours.
This right shall continue to subsist not with standing the termi-
nation of the contract for any reason and is without prejudice to
any accrued rights of the Company thereunder or otherwise. This
access must be granted to allow the withdrawal of the goods for
which the payment to the Company is overdue. Any withdrawal
of goods does not entail that the Company retreats from the
existing contract.
11. Liability
The Company shall not be liable to the Customer:
(I)
for shortage in quantity delivered unless the Customer
notifies the Company of any claim for short delivery within
fourte en days of the date of the Company’s invoice for the
goods;
(II)
for non-delivery of the goods or damage to or loss of the
goods or any part thereof in transit (where the goods are
carried by the Company’s own transport or by a carrier on
behalf of the Company) unless the Customer shall notify
the Company of such claim within fourteen days of the
date the Company’s invoice for the goods and in case
of goods all or any part of which are received damaged,
unless the Customer shall sign for them as damaged and
shall immediately notify the Company of the damage in
writing;
(III)
for defects in the goods caused by the fair wear and tear,
abnormal coditions or storage or use or the application of
any treatment or process whatsoever to the goods after
purchase (including, without limitation, any spray, colou-
ring or flame proofing) or any act, neglect or default of the
Customer or of any third party;
(IV)
for other defects in the goods unless notified to the
Company within fourteen days of the date of the
Company’s invoice for the goods and in any event before
the goods are passed on or sold to a third party;
(V)
for any loss, damage or injury direct or indirect resulting
from defective material, faulty workmanship or otherwise,
how soever arising and whether or not caused by the
negligence of the Company its employees or agents SAVE
THAT the Company shall accept liability for death or per-
sonal injury caused by the negligence of the Company.
Where liability is accepted by the Company the Company’s obli-
gation shall be at its option to make good any shortage or non-
delivery and/ or as appropriate to replace or repair any goods
found to be damaged or defective and/or to refund the costs of
such goods to the Customer. The Company’s aggregate liability
to the Customer whether for negligence, breach of contract,
misrepresentation or otherwise shall in no circumstances exceed
the costs of the defective, damaged or undelivered goods which
give rise to such liability as determined by the net price invoiced
to the Customer for the said goods in respect of any occurrence
or series of occurrences.
The Company’s prices are determined on the basis of the limits
of liability set out in this Condition. The Customer may by written
notice to the Company request the Company to agree a higher
limit of liability provided insurance cover can be obtained therefo-
re. The aforesaid and following Conditions cover the entire limits
of liability of the Company with respect to the goods and exclude
any other liability, warranty or conditions explicit or implicit fixed
by law referring to quality or qualification of any particular use
of the goods, save those which by force of law cannot not be
abrogated.
12. Returns
(I)
For all returns of goods to the Company the specific con-
dition of the Company must be applied.
(II)
No goods can be accepted back for credit unless the
Company’s prior written agreement for their return has
been obtained.
(III)
After having obtained the authorization for returning the
goods it is the Customer’s responsibility to return the
goods to the Company within twenty-eight days from
invoice date. The goods must be adequately packed,
intact and protected for transport and returned to the con-
trol department of the Company on Customer’s expenses
within twenty-eight days after invoice date. Any added
parts must have been removed completely before retur-
ning the goods. Failing this the Company will be authori-
zed to remove all added parts.
(iv)
The Customer bares all risks related to the returning of the
goods and therefore will be liable for any loss, shortage or
damage of the goods or the added parts returned together
with such goods.
(v)
The Company reserves the right to impose a thirty per
cent handling charge on the invoice price of returns with
an invoiced value below 1000,00 Euro and a twenty per
cent handling charge on the invoice price of returns with
an invoiced value above 1000,00 Euros. Returns with an
invoiced value below 300,00 Euros will not be accepted by
the Company.
13. Colour and Finish Matching
All Conditions, warranties and representations expressed or
implied by statute common law or otherwise that the colours,
shades or finishes shall match accurately the colour, shade or
finish of any sample or cutting or of goods shown in any adver-
tisement, pattern book, display card, catalogue or elsewhere
are hereby excluded. Without prejudice to paragraph (i) of this
Condition, in the event that the Customer requires an accurate
match, the Customer shall either deliver a sample or cutting of
the required colour, shade or finish to the Company or ask the
Company to supply a colour, shade or finish sample from its
current stock, if the latter is held.
14. Samples
Samples will be sent by post or carrier on application to the
Company. The samples on approval remain Company’s pro-
perty as per Condition 10 of these Terms & Conditions of Sales
& Trading and not returned to the Company within thirty days or
within the agreed period will be charged at the price per sample
ruling at the date of despatch.
15. Insolvency and Default
If the Customer enters into a deed of arrangement or commits
an act of bankruptcy or compounds with his creditors or if a
receiving order is made against him (being a company) an order
is made or a resolution is passed for the winding up of the
Customer (otherwise than for the purposes of amalgamation or
reconstruction previously approved in writing by the Company)
or if a receiver is appointed of any of the Customer’s assets or
undertaking or if circumstances arise which entitle the Court or
a creditor to appoint a receiver or manager or which entitle the
Court to make a winding-up Order or if the Customer takes or
suffers any similar or analogous action in consequence of debt
or commits any breach of this or any other contract between the
Company and the Customer the Company may without prejudice
to any of its other rights stop any goods in transit and/or suspend
further deliveries and/or by notice in writing to the Customer
determine the contract.
16. Waiver
Failure by the Company to exercise or enforce any rights hereu-
nder shall not be a waiver of any such right nor operate so as
to bar the exercise or enforcement thereof at any time or times
thereafter.
17. Notice
Any notice hereunder shall be deemed to have been duly given if
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