Sales Of Goods Terms

These Terms govern the sale of all Goods provided by Outwear Ltd (Company Number SC573514) together with any of its business divisions and subsidiaries (hereinafter referred to together as the “Seller”). By ordering any of the Goods, the Customer is deemed to be bound by these Terms.

Definitions

1.1 In these Terms, the following definitions apply:

Business Day: a day other than a Saturday, Sunday or public holiday in Scotland.

Contract: the contract between the Seller and the Customer for the sale and purchase of the Goods in accordance with these Terms.

Customer: the person or firm who purchases the Goods from the Seller.

Force Majeure Event: an event, circumstance or cause beyond a party's reasonable control.

Goods: the goods (or any part of them) set out in the Order.

Manufacturer: the original manufacturer of the Goods, whose details are set out in the associated warranty for the Goods (if any).

Order: the Customer's order for the Goods, as placed on our Business to Business website ordering platform, or as set out in the Customer's purchase order form or in the Customer's written acceptance of the Seller's quotation.

Seller: Outwear Ltd (registered in Scotland with company number SC573514).

Terms: the terms set out in this document as amended from time to time.

Basis of contract

2.1 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Terms. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.

2.2 The Order shall only be deemed to be accepted when the Seller confirms acceptance of the Order, at which point the Contract shall come into existence.

2.3 A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

Delivery

3.1 The Seller shall ensure that each delivery of the Goods is accompanied by an invoice that shows the date of invoice, invoice number, account number of the Customer (where applicable), the type and quantity of the Goods (including the code number of the Goods, where applicable or a suitable description), and the total balance due to be paid by the Customer.

3.2 Delivery of the Goods and completion of the Contract shall occur when:

(a) The Seller delivers the Goods to the location set out in the Order or such other location as the parties may agree at any time after the Seller notifies the Customer that the Goods are ready; or

(b) The Customer collects the Goods from the Seller's premises at Outwear Ltd, Unit 2 Sydney Place, Lockerbie, DG11 2JA or such other location as may be advised by the Seller prior to delivery.

3.3 Any dates quoted for delivery are approximate only. The Seller 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 Seller with adequate delivery instructions.

3.4 If ten Business Days after the day on which the Seller notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted actual delivery of them, the Seller may resell or otherwise dispose of part or all of the Goods.

3.5 The Seller may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

Manufacturer’s Guarantee

4.1 Some of the Goods we sell come with a Manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the Manufacturer’s guarantee as applicable .

Warranties

5.1 Where the Goods are manufactured by us, we provide a warranty that on delivery and for a period of 12 months from delivery, the Goods shall:

(a) confirm in all material respect with their description;

(b) be free from material defects in design, material and workmanship; and

5.2 Where any breach of the warranty under clause 5.1 occurs, you must notify us in writing without undue delay.

5.3 We will not be liable for breach of the warranty set out in clause 5.1 if:

(a) You make any further use of the Goods after giving notice to us under clause 5.2;

(b) You alter or repair the Goods; or

(c) The defect arises as a result of fair wear or tear, wilful damage, negligence or abnormal storage or working conditions.

Title and risk

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 The title in the Goods shall not pass from the Seller until the Customer pays all sums due to the Seller plus any VAT in full.

Price and payment

7.1 The price of the Goods shall be the price set out in the Order.

7.2 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 Seller 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.

7.3 The Customer shall pay each invoice submitted by the Seller:

(a) within 30 days of the date of the invoice or in accordance with any credit terms agreed by the Seller and confirmed in writing to the Customer; and

(b) in full and in cleared funds to a bank account nominated in writing by the Seller, and

time for payment shall be of the essence of the Contract.

7.4 If the Customer fails to make a payment due to the Seller under the Contract by the due date, then, without limiting the Seller's remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.4 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

7.5 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

Limitation of liability

8.1 References to liability in this clause 8 include every kind of liability arising under or in connection with the Contract including liability in contract, tort or delict (including negligence), misrepresentation, restitution or otherwise.

8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) defective products under the Consumer Protection Act 1987.

8.3 Subject to clause 8.2, the Seller's total liability to the Customer shall not exceed the value of the Goods supplied or £100,000, whichever is lower.

8.4 Subject to clause 8.2, the following types of loss are wholly excluded:

(a) loss of profits;

(b) loss of sales or business;

(d) loss of anticipated savings;

(e) loss of use or corruption of software, data or information;

(f) loss of or damage to goodwill; and

(g) indirect or consequential loss.

8.5 This clause 8 shall survive termination of the Contract.

Termination

9.1 Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Customer if:

(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;

(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), obtaining a moratorium, 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;

(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 so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.

9.2 Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Customer and the Seller if the Customer becomes subject to any of the events listed in clause 9.1(b) to clause 9.1(d), or the Seller 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 Seller 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.

9.4 On termination of the Contract for any reason the Customer shall immediately pay to the Seller all of the Seller's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Seller shall submit an invoice, which shall be payable by the Customer immediately on receipt.

9.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

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 or expiry of the Contract shall remain in full force and effect.

Force majeure

The Seller shall not be liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly to be agreed in writing between the parties.

General

11.1 Confidentiality. Each party undertakes that it shall not at any time and for a period of two years after expiry of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or Sellers of the other party.

11.2 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties.

(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract and supersedes any and all terms previously exchanged between the parties. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

11.3 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

11.4 Waiver.

(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

11.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

11.6 Third party rights.

(a) The Contract does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

11.7 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 Scotland.

11.8 Jurisdiction. Each party irrevocably agrees that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.