Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.3.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person or firm who purchases the Goods from the Supplier.
Force Majeure Event: an event or circumstance as set out in clause 11.
Goods: the goods (or any part of them) set out in the Order.
Order: the Customer’s order for the Goods.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.
Supplier: Sovereign Partners Limited (registered in England and Wales with company number 2933709).
(a)a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(b)any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(c)a reference to writing or written includes faxes and emails.
2. Basis of contract
2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing and the Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions..
2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
2.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
2.4 Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures or on the Supplier’s website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
2.5 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
2.6 Notwithstanding any other provisions hereto the Customer acknowledges and agrees that it shall assume full liability for all costs and expenses incurred in relation to all orders placed with the Supplier for Goods which are bespoke in specification (including without limit any Goods which are specifically printed as per the Customer’s instructions).
2.7 No order which has been accepted by the Supplier may be cancelled by the Customer except with the agreement in writing of the Supplier and on the terms that the Customer shall indemnify the Supplier in full against all loss (including without limit loss of profit or goodwill), costs (including without limit the cost of labour and all materials used) damages, charges and expenses incurred by the Supplier as a result of cancellation.
3.1 The Goods are described in the Supplier’s catalogue or brochures or on the Supplier’s website as modified by any applicable Specification.
3.2 To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 3.2 shall survive termination of the Contract.
3.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements or as required by any manufacturing process. In the event that the specification of the Goods are amended by the Supplier the Customer waives all rights of warranty in respect of any such amendments and shall not be entitled to reject the Goods on this basis. The Supplier shall notify the Customer of any required amendments as soon as practicable.
3.4 The Supplier may at its absolute discretion pre-order such quantities of the Customer’s Goods in order to meet the Customer’s ongoing demand for the Goods and shall be at liberty to invoice the Customer for such Goods provided that in such circumstances the Supplier shall provide free storage of the Goods for a period of up to four calendar months and thereafter the Supplier may electthat the Customer shall take delivery of the Goods in which case the Goods shall be deemed delivered and the provisions of clause 5 shall apply. These pre-ordering provisions shall be subject to the terms of these Conditions at all times mutatis mutandis.
4. Export Orders
4.1 Where credit facilities have not been granted the Supplier is under no obligation to despatch an export order until the Customer has provided the Supplier with a confirmed and irrevocable Letter of Credit the terms of which are satisfactory to the Supplier.
5.1 The Supplier shall deliver the Goods Ex Works unless the parties agree to delivery at a the location set out in the Order or such other location as the parties may agree in writing (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
5.2 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
5.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.5 If the Customer fails to take delivery of the Goods upon the Supplier notifying the Customer that the Goods are ready then delivery of the Goods shall be deemed to have been completed upon the Supplier providing such notification to the Customer and the Supplier may at its option either elect to:
(a)store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance) provided that the Supplier shall be under no obligation to insure the Goods and the risk of any loss or damage of the Goods howsoever arising shall be borne by the Customer.
(b)resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
5.6 Notwithstanding the other provisions herein and at the absolute discretion of the Supplier if the Customer wishes to return the Goods and the Supplier has agreed in writing to such a return then provided that the Goods are returned to the Suppliers premises in perfect condition and the current original undamaged packaging then the Supplier will issue a credit note to the Customer after deducting a restocking charge of 15% of the total invoice-able amount[does this exclude delivery charges].
5.7 If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
5.8 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.1 The Supplier warrants that on delivery the Goods shall:
(a)conform in all material respects with their description and any applicable Specification; and
(b)be free from material defects in design, material and workmanship; and
(c)be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d)be fit for any purpose held out by the Supplier.
6.2 Subject to clause 6.3, if:
(a)the Customer gives notice in writing to the Supplier within 48 hours from delivery that some or all of the Goods do not comply with the warranty set out in clause 6.1; and
(b)the Supplier is given a reasonable opportunity of examining such Goods; and
(c)the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Supplier’s cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
6.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 in any of the following events:
(a)the Customer fails to notify the Supplier of any defects within a 48 hour period of time from delivery;
(b)the Customer makes any further use of such Goods after giving notice in accordance with clause 6.2;
(c)the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(d)the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
(e)the Customer alters or repairs such Goods without the written consent of the Supplier;
(f)the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(g)the Goods differ from their description or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements or as required by any manufacturing process.
6.4 Except as provided in this clause 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 6.1.
6.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
7. Title and risk
7.1 The risk in the Goods shall pass to the Customer on completion of delivery and except as otherwise agreed in writing between the parties the Customer shall take delivery of the Goods Ex-Works at the Supplier’s facility.
7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
7.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a)not resell (or part possession with) the Goods;
(b)store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(c)not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d)maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(e)notify the Supplier immediately if it becomes subject to any of the events listed in clause 9.1; and
(f)give the Supplier such information relating to the Goods as the Supplier may require from time to time.
7.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 9.1, then, without limiting any other right or remedy the Supplier may have the Supplier may at any time require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
8. Price and payment
8.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
8.2 The Supplier may, by giving notice to the Customer at any time 20 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a)any factor beyond the Supplier’s control (including without limit foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b)any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c)any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
8.3 The price of the Goods:
(a)excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
(b)excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
8.4 Carriage to destinations in the UK mainland (excluding Scottish Highlands) will be paid for by the Supplier on orders having a net invoice value of more than £150.00 (excluding VAT) for end users and £500 (excluding VAT) for distributors. For all other orders the end user Customers will be charged an additional charge of £25 per delivery and the distributor Customers will be charged an additional charge of £50.00 per delivery.
8.5 The Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery.
8.6 The Customer shall pay the invoice in full and in cleared funds within 20 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
8.7 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
(a)the Customer commits a breach of any term of the Contract;
(b)the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c)the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d)the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 9.1 (a) to clause 9.1 (d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
9.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
9.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
10. Limitation of liability
10.1 Other than the warranties provided in these Conditions all other warranties representations conditions or terms whether implied by statue or common law or otherwise are (to the fullest extent possible) hereby excluded provided that nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a)death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b)fraud or fraudulent misrepresentation;
(c)breach of the terms implied by section 12 of the Sale of Goods Act 1979.
10.2 Subject to clause 10.1:
(a)the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b)the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the invoiced price of the Goods.
10.3 The Supplier shall have no liability for any advice provided by the Supplier its officers, directors, employees or agents in respect of the Goods.
10.4 Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other documents or information issued by the Customer shall be subject to correction without any liability on the part of the Supplier.
11. Force majeure: The Supplier reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce) or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that if the event in question continues for a continuous period in excess of 60 days the Customer shall be entitled to give notice in writing to the Supplier to terminate the Contract.
12.1 Assignment and other dealings.
(a)The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b)The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
12.2 Entire agreement.
(a)This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b)Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
12.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.4 Waiver. A waiver of any right or remedy is only effective if given in writing [and shall not be deemed a waiver of any subsequent breach or default]. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
(a)waive that or any other right or remedy; nor
(b)prevent or restrict the further exercise of that or any other right or remedy.
12.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a)Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
(b)A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.6 (a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
(c)The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.7 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
12.8 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.