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Terms & Conditions




  1. In these terms and conditions, the following expressions shall bear the following meanings:
  2. The Company” means Fabuline Limited or any Group Company and any reference to things done by the Company shall include those things done on its
  3. ‘The Goods’ means all or any part of (as appropriate) the items specified overleaf (or part thereof).
  4. The Purchaser” means the person to whom this Contract is addressed and shall include (i) any other person(s) to whom the invoice or invoices issued pursuant to this is/are addressed and (ii) the successors in title to the person to whom This Contract is addressed and other such person as The Purchaser shall include any agent acting on behalf of the Purchaser.
  5. “The Consignee” means the person to whom the goods are to be delivered in accordance with the details set out overleaf of any other person to whom the Company agrees to deliver the
  6. “Person” includes any one or more individuals. Partnerships, limited or unlimited companies or any other body of persons or any combination thereof and where appropriate references to the singular shall include the plural or vice versa.
  7. “Actual Delivery” or “Delivery” includes the Posting/handling to the Purchaser or the consignee of the Company’s Delivery order.


Entire Contract

  1. The terms and conditions set out herein are the entire terms and conditions of the contract relating to the Goods made between the Company and the Purchaser, both of whom are dealing as principals in relation to this contract unless otherwise specified overleaf. The terms and conditions of this contract shall not include any terms and conditions proposed by the Purchaser which are either wholly or partly inconsistent with or additional to the terms and conditions set out


Representations, Warranties and Descriptions

  1. Unless set out overleaf. no express warranty concerning the state, condition or quality of the Goods is or has been given by or on behalf of the Company to the
  2. If the Purchaser has had a reasonable opportunity to examine the Goods prior to the date hereof, the Company shall be entitled to assume that the Purchaser has relied entirely on such examination to the exclusion of all descriptions, warranties or representations expressed or implied relating to the Goods and the Purchaser shall be deemed to accept and agree to take the Goods as he finds them.
  3. All goods are sold by description in accordance with the description set out overleaf unless a sample or pattern has been produced at the time of the agreement and the transaction is described on the face of this agreement as a sale by


Purchaser’s Instructions

  1. Where the Purchaser has requested the Company to Supply goods specially manufactured for the Purchaser’s particular requirement or goods of abnormal or unusual specifications no condition or warranty is given in respect of such goods as to their standard or quality or


Delivery or taking goods available collection

  1. The date or time of delivery of the goods specified in this Contract or otherwise agreed between the Company and the Purchaser shall not be of the essence of this contract and unless otherwise specified overleaf the Goods may be delivered by or on behalf of the Company in more than one
  2. All deliveries must be taken up by the Purchaser (or Consignee as appropriate) at the time of actual delivery by or on behalf of the Company and any failure to do so shall entitle the Company at their option to change the Purchaser with any insurance, carriage, storage or other charges or costs arising there from and/onto cancel this contract in whole or in part without prejudice to any other rights of the

9, Where it is necessary for the Purchaser or another person on his behalf to supply particulars or materials or to do any other act (including but without prejudice to the generality of the foregoing the provision of satisfactory letters of credit or other documents or references) in order to enable or allow the Company to deliver the Goods or part thereof, the Purchaser shall do so within the time limits specified overleaf or if none within a reasonable time (not more than 3 months from the date hereof) and failure to do so shall entitle the Company to cancel this contract in whole or in part but such cancellation shall be without prejudice to any other rights of the Company.

  1. The Company shall be deemed to have complied with its obligations hereunder if, the items actually delivered comprise

10% more or less (or, are written any greater margin in customary tolerances as to quantity) than the amount set out overleaf. The Purchaser shall be bound to accept the quantity of goods actually delivered within such margins as aforesaid and shall pay for the quantity actually delivered at the contract rate.

  1. The Company shall have complied with all its obligations as to delivery if the Goods are handed over to a responsible looking person appearing to represent the Purchaser or the Consignee, as appropriate, and whether or not the delivery note issued by the Company or the carrier or copy thereof is signed by such person and the Company shall have no further liability or obligation to the Purchaser in respect of proper delivery of the
  2. The Purchaser shall:
  3. In the case of non-delivery of the Goods notify the Company in writing within 6 days of the date of dispatch or within 4 days of the date of the relevant invoice whichever is the sooner and if the Purchaser is aware of the name of the carrier, inform the carrier in writing of non-delivery within 7 days of the date of dispatch, or
  4. In the case of damage to or defects in or partial loss or short delivery of the Goods or damage to the packaging, notify the carrier and the Company in writing (otherwise than by a qualified signature on a delivery note) within 3 days of the date of delivery, and the Purchaser shall enter an appropriate endorsement on the delivery note and/or receipt to the


Risk and Title

  1. Notwithstanding condition 14 below, the risk of loss or damage to the Goods or part thereof shall pass to and thereafter remain with the Purchaser at the time the Goods are handed over to the person referred to in condition 11
  2. Where this contract is one for the sale of Goods the legal and beneficial ownership in the Goods shall remain with the Company and shall not pass to the Purchaser until such time as the Purchaser has paid to the Company in full all amounts owing (irrespective of the dates when such amounts are payable) by the Purchaser to the Company, both in respect of this Contract and also in respect of all other contracts made prior to or subsequently to this contract between the parties
  3. Until such time as the Purchaser has paid the Company all such amounts as are referred to in a) above, the Purchaser shall hold the goods and the proceeds of the sale of the goods to any third party in a fiduciary capacity for the account and benefit of the
  4. For the avoidance of doubt, it is hereby agreed and declared that unless otherwise specified overleaf this Contract is not) and shall not by virtue of this or any other clause be construed as) a contract for sale or
  5. The Purchaser hereby agrees that until the Goods become the property of the Purchaser in accordance with this clause the Purchaser will store the Goods in such way as to make them easily identifiable as the property of the Company and will take all necessary steps to ensure that they are maintained in good condition.



  1. The terms of payment shown overleaf shall be of the essence of this Contract and any discount offered shall only be

Available if payment of the whole amount is made within the discount period specified overleaf.

  1. without prejudice to any other remedies of the Company for the late payment and irrespective of whether payment has

Been formally demanded, the Purchaser shall be liable to pay the Company charges in respect of late payment at the rate of

2% per month or part thereof.

  1. The Purchaser shall not be entitled to delay or withhold any claim, and set off against any payment due under this or any other Contract, either in respect of any claim or complaint which he may have in


respect of the Goods or for any other reason Whatsoever unless such delay withholding or set off is agreed in writing by the Company.

Claims and Returns

  1. a) The Purchaser shall examine the Goods thoroughly immediately upon receipt and in any event prior to any type of usage b) The Purchaser shall not raise any complaint or claims or be entitled to request or return any of the Goods or to any set-of or reduction in the price hereunder in respect of any alleged defects in damage to or unsuitability of the Goods or any other matter whatsoever more than 14 days after the date of the relevant delivery note, no claim shall be made later than 14 day after the earliest time at which inspection is reasonably possible, such time in any event not to be more than 6 months from 1h date of the delivery note applicable.


Lien and Cancellation

  1. Until payment together with any charges: thereon and other charges relative thereto) has been made in full by this Purchaser, the Company shall have a general lien for all such sums over any goods or materials owned by the Purchaser which are at any such time in the possession of the Company whether under the terms of this or any other
  2. The Purchaser hereby irrevocably appoints the Company to act as its agent in selling the goods or materials subject to the lien as aforesaid at whatever price the Company deems reasonable and at any time after a) the lien has arisen and b) the Company has given to the Purchaser seven days written notice of its intention to sell and to apply the proceeds of such sale first in the payment of all fees and expenses in relation thereto and secondly towards the reduction or discharge of all sum due hereunder from the Purchaser to the Company.
  3. If either )I) the Company shall become aware of any of the events set out in sub clause b) hereof or by any payment whether of principal or part thereof payable under this contract or of charge as herein provided by otherwise due from the Purchaser to the Company hereunder, shall become due and remain unpaid or (ii) whereby the goods from the subject matter of more than one contract between the parties hereto and any payments whether of principal or charge or otherwise) under any such contract relating to the Goods or part thereof shall become due and remain unpaid or (iv) any payment due from the Purchaser to the Company under any other contract between them (whether of principal charge or otherwise) shall or shall have become due and remain unpaid, then, in any such event, the Company shall be entitled at ifs entire discretion to suspend this contract or subject as mentioned below to treat this contract as wrongfully repudiated by the Purchaser for in either case such part of this contract as then remain unexecuted) without prejudice to any other remedies of the Company provided that prior to cancelling this contract or such part thereof as remains unexecuted by reason of (ii), (iii) or (iv) above, the Company or some person on its behalf shall send to the Purchasers a written demand for payment giving the Purchaser (without prejudice to any accurate of charges) 7 days within which to make the payment
  4. The events referred to in sub clause a) i) above shall be any of the following events: i) the Purchaser being an individual committed an available act of bankruptcy of (ii) the Purchaser being a partnership. One or more of the individual members:

(if any) committing an available act of bankruptcy or any one or more of the corporate members if any) being in the circumstances referred to in (iii) below or (iii) the Purchaser being a company, a petition being presented for the winding-up of the Purchaser or notices being issued to the members and creditors for the purpose of considering a resolution for a connected with the winding-up of the Purchaser (other than merely for the purpose of reconstruction or amalgamation) or (iv) the Purchaser making any composition or arrangement with its creditors or a receiver or manager being appointed thereto for any purpose whatsoever or )v) the Purchaser ceasing or threatening to cease carrying on business for any reason whatsoever o (vi) distress or execution being levied against any of the assets of the Purchaser or (vii) a cheque or bill being issued by this Purchaser not being met by the bank or person on whom such cheque or bill is drawn or (viii) the Company having good reason to believe that the Purchaser is or has or is likely to become unable to pay its debts as they fall due.

  1. If any of the events referred to in sub clause a) above should take place then and in any such case the Company shall be entitled forthwith with or without employees representatives or agents to enter peacefully upon the premises of the Purchase )or if appropriate the consignee or any other appropriate party) for the purpose of identifying, marketing, retrieving and removing all or any of the Goods or any other goods supplied by the Company to the Purchaser and which in either case remain wholly or in part the property of the Company by reason of Clause 14 hereof or any similar clause in any other contract between this Company and the Purchaser and this contract shall constitute an irrevocable license by the Purchaser to the Company and of such purpose as
  2. If any payments whether of the principal or part thereof or of charge payable under this contract by the Purchaser to that Company shall become due and remain unpaid and shall remain in arrears seven days after written demand thereof has beer sent by or on behalf of the Company to the Purchaser, then the Company shall be entitled forthwith at its entire discretion ft suspend or cancel all or any part of (so far as the same remains unexecuted) any contract then outstanding between this Company and the
  3. In the event of any suspension or cancellation of this contract or any other action taken by the Company the pursuant the condition 21 above, the Purchaser shall reimburse and indemnity the Company with and in respect of all expenses relative thereto (including storage costs, further charges, carriage and other legal charges and professional fees) and with any loss of profit which the Company shall sustain in connection
  4. For the avoidance of doubt, it is hereby declared that the rights of the Company set out herein are additional to its general rights and remedies.



  1. Failure by the Company to insist upon its full rights as set out under this contract shall not be deemed or construed as variation or waiver by the Company of its standard conditions of trading under this or any other contract between the Company and the Purchaser but these conditions shall remain full operative as the only basis on which the Company trades and that Company shall be entitled to assume that any future orders made by the Purchaser after the date hereof (whether or not similar to the order referred to overleaf) are made upon three standard conditions of trading.
  2. The Company shall not be liable for any failure to fulfill in whole or in part any of its obligations hereunder where such failure is caused or precipitated by governmental discretion, embargo or order, quota restrictions, armed conflict, short time breakdowns, strikes, lockouts, delays by sub-contractors, commotion or civil disturbance, act of God, riot, tempest, flood, fire shortage of materials or labor, lack of availability of carriage or other circumstances beyond the reasonable control of the Company and in any such event the Company shall be entitled to suspend, terminate or alter this contract in a reasonable manner by reasonable notice to the
  3. The Company shall be entitled to alter the prices or any other matter set out overleaf in respect of such part of the Good:

as remain undelivered if it considers it reasonably necessary as a result of the Company’s costs increased owing to any the matters referred to in condition 25 above, or any increase in customs excise or other duties, any rise in the cost materials used, increase in wages, freight rates, insurance premiums, currency fluctuations of any other production or delivery costs increases or other circumstances after the date hereof not within the reasonable control of the Company.

  1. Any concession, latitude, waives or allowance of time expressly or impliedly granted by the Company to the Purchaser ii relation to this contract, shall not prejudice the Company with regard to ifs subsequent enforcement of the terms of the contract as originally
  2. This contract shall not be assigned or sublet by the Purchaser without the written consent of the
  3. The headings herein shall not affect the Interpretation of these terms and
  4. The construction validity and performance hereof shall be governed by the laws of England and all disputes which may arise under out of or in connection or in relation to this contract may be submitted to arbitration of the Manchester Chamber of Commerce, or proceedings taken in the High Court of Justice, Manchester District Or the Manchester County Court, which courts shall have jurisdiction, at the company’s absolute discretion. The parties hereto agree that the service any notice in the course of such arbitration at the addresses given overleaf shall be valid and suffice