BMS Teamwear Terms & Conditions of Sale
1. SCOPE
The Seller means BMS Teamwear Ltd, the supplier of the goods sold or to be sold by it to any customer (“The Purchaser”).
2 GENERAL
2.1 BMS Teamwear Ltd is a supplier to sports clubs and associations, schools, college, universities, local authorities, businesses and institutions. All orders are accepted on a business-to-business basis as we do not sell our products directly to individual consumers. Sales made are not, therefore, covered by consumer-based acts such as The Sales of Goods Act 1979 or distance selling regulations such as Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 or Consumer Rights Act 2015.
2.2 All statements, technical information and recommendations concerning the goods or samples provided by The Seller are based upon tests believed to be reliable, but do not constitute a guarantee or warranty. All goods are sold and samples of all goods provided with the understanding that The Purchaser has independently determined, prior to use, that the goods are suitable for the purposes The Purchaser intends to use the goods for.
3. PRICES
3.1 The Seller shall be entitled to charge the amount of any Value Added Tax payable whether or not included on the estimate or invoice.
4. TERMS OF PAYMENT
4.1 The Seller may at any time require The Purchaser to make payment in advance of delivery or manufacture.
4.2 Unless otherwise indicated in writing, payment must be made within 7 days of the date of invoice. When payment is overdue the Purchaser owes an interest of 10% per annum over the outstanding amount; part of a month will be deemed to be a month. All costs, judicial and extrajudicial incurred by The Seller with respect to the breach of any obligation on the part of The Purchaser, must be reimbursed by The Purchaser.
5. DELIVERY
5.1 Time for delivery shall not be of the essence. Delivery dates mentioned in any quotation, email or elsewhere are approximate only and not of any contractual effect.
5.2 The Purchaser has an obligation to accept goods to be delivered. In the event of the Purchaser returning or failing to accept any delivery of the goods in accordance with the contract, The Seller shall be entitled to store at the risk of The Purchaser any goods which The Purchaser refuses or fails to accept and The Purchaser shall pay all costs of such storage and any additional costs or carriage incurred as a result of such refusal or failure.
5.3 Where the goods are delivered by The Seller’s own transport or by a carrier on behalf of The Seller the risk therein shall pass to The Purchaser upon delivery. Unless The Seller receives notice in writing from The Purchaser within 3 days of receipt of the goods by The Purchaser, The Seller shall not be liable for any loss or damage of the goods in transit and the goods shall be deemed to have been delivered in good order and condition. Where The Seller receives notification from The Purchaser under this Condition 5.3, The Seller’s only obligation shall be at its option to make good any shortage or non-delivery and/or as appropriate to replace or repair any goods damaged in transit.
6. TITLE
6.1 Notwithstanding delivery and passing of risk, the goods shall remain the property of The Seller until such time as The Purchaser shall have paid to The Seller the agreed price (together with any accrued interest).
7. VARIATIONS
7.1 Slight deviations in quality, symmetry, format, colour and finish shall not constitute ground for rejection of a delivery.
7.2 Published size guides are for guidance only and are subject to a tolerance of +/- 5%.
7.3 At The Seller's discretion it may be necessary to substitute goods ordered of a certain size for equivalent goods of a larger size. The Seller may only make a substitution for goods of one size higher and the number of goods substituted may not represent more than 25% of the total order.
8. ILLEGAL MATTER
8.1 The Purchaser shall indemnify and keep indemnified The Seller against all claims, liabilities, costs, damages and expenses incurred by or for which The Seller may become liable as a direct or indirect result of:
a) carrying out of any work required to be done on or to the goods in accordance with the requirements or specifications of The Purchaser involving any infringement or alleged infringement of any property rights vested in any third party
b) any person other than The Seller (or with The Seller’s express consent in writing) using the goods or carrying out any amendments, alteration or any other work on the goods involving any infringement or alleged infringement of any property rights vested in any third party.
8.2 The Seller shall have no liability to The Purchaser in the event of goods infringing or being alleged to infringe the rights of any third party.
9 WARRANTY AND COMPLAINTS
9. 1 The Seller warrants the goods to be free from defects in materials and workmanship under normal use. The Seller’s sole obligation hereunder shall be limited to, at The Seller’s option, either crediting in whole or in part, The Purchaser with the purchase price of, or replacing, the goods or any part or parts thereof provided that each of the following three conditions are fulfilled:
i) written notice of non-conformance hereunder is received by The Seller not more than 7 days after the defect in question has come to the attention of The Purchaser or ought reasonably to have come to its attention
ii) after The Seller’s written authorisation the goods in question are returned to The Seller’s shipping location freight charges prepaid
iii) after examination the goods in question are disclosed to The Seller’s satisfaction to be non-conforming. This warranty shall not apply to goods which The Seller determines have, whether by The Purchaser or any other person, been subject to operating misuse, improper damage or abnormal or unsuitable conditions of storage or which have been in any way altered or modified by any person other than The Seller’s own authorised personnel. The Seller shall not be liable for defects in the goods caused by fair wear and tear. This warranty may be asserted by The Purchaser only and not by The Purchaser’s customers or users of The Purchaser’s goods.
9.2 The Seller expects The Purchaser to order the correct sizes and quantities for The Purchaser’s requirements. Any cancellations or returns are solely at the discretion of The Seller. Any items considered for return to The Seller must be in a saleable condition, unused and not have been subject to amendments (eg printing or embroidery) as ordered by The Purchaser.
10 LIABILITY
10.1 The Seller's aggregate liability to The Purchaser shall in no circumstance exceed the cost of the defective, non-conforming or undelivered goods.
10.2 In no event will The Seller be liable to The Purchaser for any direct or indirect incidental or consequential loss.
11 FORCE MAJEURE
11.1 The Seller shall not be liable to The Purchaser for any loss or damage which may be suffered by The Purchaser as a direct or indirect result of The Seller being prevented or delayed in the performance of its obligations under the contract by reason of force majeure circumstances.
11.2 In this Condition 11 “force majeure circumstances” shall include, without limitation the following circumstances whether foreseeable or not: Any Act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, epidemic, accident, fire, explosion, flood, government action, or other circumstances outside the control of The Seller.
11.3 In force majeure circumstances The Seller may in its sole discretion terminate any contract for the supply of goods pursuant to these Conditions or cancel delivery of goods to The Purchaser or may, with the agreement of The Purchaser, deliver goods at an agreed rate of delivery commencing after any suspension of deliveries.
12 WAIVER
12.1 The failure on the part of The Seller to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right.
13 ASSIGNMENT
13.1 None of the rights or obligations of The Purchaser under these conditions may be assigned or transferred in whole or in part without the prior written consent of The Seller.
