Terms & Conditions

TERMS AND CONDITIONS

Last updated: 16th February 2024

Cottonmount Trading Ltd – General Terms and Conditions of Sale.

1. Interpretation

   “Company” means Cottonmount Trading Ltd of 3 Sealstown Road, Newtownabbey, Co. Antrim, BT36 4QU, company registration number NI068444.

   “Goods” means any goods or materials supplied by the Company to the Customer. The Company reserves the right to modify the specification of the Goods from time to time and without prior notice.

   “Conditions” means these General Terms and Conditions of Sale, which form the contract between the Company and the Customer.

   “Customer” means the legal entity to whom the Company supplies the Goods in accordance with these Conditions.

2. It is agreed that these Conditions shall apply to the exclusion of all others. The Company reserves the right to make changes to these Conditions without notice.
3. Pricing
   1. All prices are subject to alteration without prior notice.
   2. Where applicable, all prices are subject to VAT at the prevailing rate.
   3. The Company shall not be liable for any costs in excess of the purchase price including embroidery, printing, badging or alteration costs.
   4. Save where agreed in writing by the Company, all prices do not include delivery.
4. Payment terms
   1. Payment for the Goods must be made in full within 30 days of the date of the invoice, unless otherwise agreed in writing with the Company.
   2. The preferred payment methods are by BACS payment or debit/credit card.
   3. In the event of late payment by the Customer, the Company reserves the right to charge interest on any amount outstanding at the rate of 8% above the Bank of England base rate. Such interest shall accrue daily from the due date until payment.
   4. The Customer shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding.
   5. The Company may, without limiting its rights or remedies, set off any amount owing to it by the Customer against any amount payable by it to the Customer under this or any other contract.
5. Risk / Retention of Title
   1. Risk of damage to or the loss of the Goods will pass to the Customer on delivery.
   2. Legal title to the Goods shall not be passed to the Customer until the Company has received payment in full in cleared funds of the purchase price of the Goods.
   3. Until legal title to the Goods has passed to the Customer, the Customer must:
      1. Hold the Goods on trust for the benefit of the Company.
      2. Store the Goods at no cost to the Company separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company’s property.
      3. Not destroy, deface, or obscure any identifying mark or packaging on or relating to the Goods.
      4. Maintain the Goods in satisfactory condition insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company and will, whenever requested by the Company, provide a copy of the policy of insurance.
   4. The Customer may resell the Goods before legal title has passed to it solely on the condition that any sale shall be made in the ordinary course of the Customer’s business at full market value and the Customer shall account to the Company; accordingly.
   5. The Customer’s right to possession of the Goods shall terminate immediately where;
      1. The Customer has a bankruptcy order made against it or makes an arrangement or composition with its creditors or (being a body corporate) convenes a meeting of creditors or enters in liquidation or has a receiver, manager, administrator or administrative receiver appointed or a resolution is passed or a petition presented to any court for the winding up of the Customer or any proceedings are commenced relating to insolvency or possible insolvency of the Customer, or, in the reasonable opinion of the Company is unable to meet any of its debts.
      2. The Customer suffers or allows any execution, to be levied on its property or obtained against it.
      3. The Customer is in breach of a material term of these Conditions or of any other material term in any other contract between the Company and the Customer.
   6. On termination, the Company shall be entitled to payment for the Goods.
   7. The Customer grants the Company, its agents, and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer’s right to possession has terminated, to recover them.
6. Returns and Faulty Goods
   1. Goods are warranted in accordance with the terms of any relevant guarantee provided by the Company, as may vary from time to time.
   2. Defective Goods must be returned at the Customer’s expense within 21 days of the date of purchase. The Company shall decide whether, in its reasonable opinion, the Goods are defective and, if so, shall issue a credit note or, at its option, refund the purchase price.
   3. If the Customer returns Goods which are not defective, whether the return is accepted or not is at the absolute discretion of the Company and the Goods will be subject to a handling and restocking charge of 20% of the purchase price.
   4. Pursuant to clause 6.3, a surcharge of up to 25% of the purchase price may be charged at the discretion of the Company for Goods that are not returned in a re-saleable condition or in their original packaging.
7. Delivery
   1. The Company shall use its best endeavors to deliver the Goods in accordance with any agreed timeframe. Time shall not be of the essence of the contract and the Company shall not be liable for any loss or damage sustained by the Customer howsoever arising from any late delivery.
   2. If the Company cannot fulfil the Customer’s order in full, for any reason, the balance of the order will be placed on back order and will be delivered at a later date, as agreed with the Customer, unless the Customer first cancels the order with the Company.
   3. All orders for Goods may be subject to an additional payment for the Company’s carriage charges which are subject to change without prior notice.
   4. Any shortages in the quantity of Goods must be reported to the Company by the Customer within 3 days of the date of delivery, failing which the Customer shall be conclusively presumed to have agreed that the order delivered is correct.
8. Right to supply
   1. The Company reserves the general right to refuse to supply the Goods for any reason and at any time.
9. Liability
   1. The Company’s sole liability for defective Goods is as set out in clause 6.2.
   2. To the maximum extent permitted by law, the Company shall not be liable to the Customer for any loss or damage howsoever arising from or out of the purchase of Goods (including delivery), including, without limitation, any consequential loss, including loss of profit.
   3. The Customer and the Company agree to expressly exclude any liability for the breach of any statutory implied conditions arising from or out of the Sale of Goods Act 1979 (as amended).
10. Intellectual Property
    1. The Customer acknowledges that the Company owns the intellectual property rights to its Xpert brand.
11. Right of Termination
    1. The Company shall be entitled to terminate the contract with immediate effect if the Customer:
       1. Is unable to pay its debts as they fall due.
       2. Threatens to, or suspends, the payment of its debts.
       3. Is subject to a winding up order, bankruptcy petition or administration order.
       4. Is in the reasonable opinion of the Company incapable of meeting any of its financial obligations.
       5. Fails to pay any amount due on the date for payment.
       6. Commits any material breach of these Conditions.
12. Governing law and governing courts
    1. This contract shall be subject to the laws of Northern Ireland and to the exclusive jurisdiction of the Northern Irish courts.

V1 10/23