GOLIATH FOOTWEAR LTD CONDITIONS OF SALE                     

  

Interpretation

 

1.1                    In these Conditions:

‘Buyer’ means the person, firm or company whose order for Goods is accepted by Goliath;

‘Conditions’ means the conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Goliath;

‘Contract’ means the contract between the Buyer and Goliath for the purchase and sale of Goods;

‘Goods’ means any goods (including any instalment of the goods) which Goliath is to supply in accordance with these Conditions;

‘Goliath’ means Goliath Footwear Limited (company number 4910073) whose registered office is at Chain Bar Road, Cleckheaton, BD19 3QF

‘Website’ means Goliath’s website at www.goliath.co.uk;

‘Writing’ includes email, facsimile transmission and comparable means of communication.

1.2                    The headings in these Conditions do not affect their interpretation.

 

2                       Basis of the sale

 

2.1                    Goliath shall sell and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by Goliath subject to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such order is made or purported to be made, by the Buyer.

2.2                    No variation to these Conditions shall be binding unless agreed in Writing and signed by the authorised representative of the Buyer and a director of Goliath.

2.3                    Any advice or recommendation given by Goliath or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods whether or not confirmed in writing by Goliath, is given in good faith as a guide for test purposes only and is followed or acted upon entirely at the Buyer's own risk. 

2.4                    Any typographical, clerical or other error or omission in the Website, any sales literature, price list, acceptance of offer, invoice or other document or information issued by Goliath shall be subject to correction without any liability on the part of Goliath.

 

3                       Orders and specifications

 

3.1                    The Buyer shall be responsible to Goliath for ensuring the accuracy of the terms of any order submitted by the Buyer, and for giving Goliath any necessary information relating to the Goods within a sufficient time to enable Goliath to perform the Contract in accordance with its terms.

3.2                    The quantity and description of the Goods shall be those set out in the Buyer's order (if accepted by Goliath).

3.3                    The specification for the Goods shall be that on the Website immediately before entry into a Contract for those Goods.

 

3.4                    Goliath reserves the right to

3.4.1                  make changes in the specification of the Goods which do not materially affect their quality or performance at any time; and

3.4.2                  to cancel the whole or part of any Contract it is unable to fulfil for any reason.

 

4                       Price of the goods

 

4.1                    The price of the Goods shall be the price specified on Goliath’s current wholesale price list previously supplied to the Buyer or if none Goliath’s standard price for the Goods or such other price as may be agreed and confirmed by Goliath in writing.

4.2                    Goliath will deliver orders for amounts over £200 (net of VAT) to addresses of the Buyer in the United Kingdom free of charge.  For all other orders, unless otherwise agreed in Writing between the Buyer and Goliath, all prices are given by Goliath on an ex works basis, and the Buyer shall be liable to pay Goliath's charges for transport, packaging and insurance for delivering Goods.

4.3                    If the Buyer requests Goliath to deliver Goods to a third party then Goliath shall be entitled to an additional charge of £7.50 per carton.

4.4                    All prices are exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to Goliath.  The Website shows whether particular Goods are subject to VAT.

 

5                       Terms of payment

 

5.1                    Subject to any special terms agreed in Writing between the Buyer and Goliath, Goliath shall be entitled to invoice the Buyer for the price of the Goods and any additional costs on or at any time after delivery of the Goods, unless the Buyer or a third party, fails to take delivery of the Goods, in which event Goliath shall be entitled to invoice the Buyer at any time after  Goliath has tendered delivery of the Goods.  Invoices will be sent to the Buyer’s office address regardless of the location of the delivery or attempted delivery.

5.2                    Except for credit notes issued by a Goliath all monies payable under a Contract shall be paid in full and shall not be set off against any other monies payable by Goliath to the Buyer in respect of debit notes or any other reason.

5.3                    The Buyer shall pay the price of the Goods without deduction within 30 days after the date of Goliath's invoice (or such shorter period as Goliath shall have notified to the Buyer prior to accepting the Buyer’s order), and Goliath shall be entitled to payment in full, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer.

5.4                    If the Buyer fails to make any payment on the due date or Goliath reasonably apprehends a change in the Buyer’s credit status then, without prejudice to any other right or remedy available to Goliath, Goliath shall be entitled to:

5.4.1                  cancel any subsisting contract between the Buyer and Goliath or suspend any further deliveries to the Buyer;

5.4.2                  immediate payment of all outstanding invoices payable by the Buyer whether then due for payment or not

5.4.3                  appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and Goliath) as Goliath may think fit (notwithstanding any purported appropriation by the Buyer);

5.4.4                  charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of two per cent per month and an administration charge of £50 per month from the invoice date until payment in full is made (a part of a month being treated as a full month for the purpose of calculating any interest or administration charges due);

5.4.5                  charge the Buyer for any costs or expenses reasonably incurred by Goliath in attempting to recover money due to it from Goliath including all legal costs (whether or not such costs are awarded by the Court); and

5.4.6                  enter any premises of the Buyer or any third party where Goods are stored to repossess any Goods supplied to the Buyer by Goliath up to the value of the amount unpaid plus any interest, costs and expenses due from the Buyer to Goliath.

 

6                       Delivery

 

6.1                    Delivery of the Goods shall be made by Goliath delivering the Goods to the address specified by the Buyer in the Contract or if none to the Buyer’s office address.

6.2                    Any dates quoted for delivery of the Goods are approximate only and Goliath shall not be liable for any delay in delivery of the Goods howsoever caused. The Goods may be delivered by Goliath in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

6.3                    Goliath shall be entitled to deliver the Goods in instalments.

6.4                    If the Buyer or a third party fails to take delivery of the Goods or fails to give Goliath adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of Goliath’s fault) then, without prejudice to any other right or remedy available to Goliath, Goliath may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage.

 

7                       Risk and property

 

7.1                    Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer or a third party wrongfully fails to take delivery of the Goods, the time when Goliath has tendered delivery of the Goods.

7.2                    Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until Goliath has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by Goliath to the Buyer for which payment is then due.

7.3                    Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Goliath's fiduciary agent and bailee.

7.4                    Until such time as the property in the Goods passes to the Buyer Goliath shall be entitled at any time to require the Buyer to deliver up the Goods to Goliath and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

 

8                       Warranties and liability

 

8.1                    Subject to the conditions set out below Goliath warrants that unless otherwise agreed in writing the Goods will correspond with the relevant European standard for safety footwear and their specification at the time of delivery and Goliath shall be under no liability if the Goods while corresponding with such specification fail to achieve any particular result whether or not such result has been notified to Goliath.

8.2                    The above warranty is given by Goliath subject to the following conditions:

8.2.1                  Goliath shall be under no liability in respect of any defect arising from wilful damage, negligence, abnormal working conditions, failure to follow the manufacturer’s instructions, misuse or alteration of              the Goods without Goliath's approval; and

8.2.2                  Goliath shall be under no liability under the above warranty (or any other warranty, condition or                        guarantee) if the total cost of the Goods has not been paid by the due date for payment.

8.3                    Subject as expressly provided in these Conditions all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

8.4                    Any claim by the Buyer which would be apparent on inspection of the Goods on delivery (including opening any packaging that is not sealed) shall be notified to Goliath within 3 days from the date of delivery.  If delivery is not refused, and the Buyer does not notify Goliath accordingly, the Buyer shall not be entitled to reject the Goods and Goliath shall have no liability for such a claim, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

8.5                    Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to Goliath in accordance with these Conditions, the Buyer shall return the Goods to Goliath in their original packaging at the Buyer’s expense.  Goliath shall be entitled to inspect the Goods and replace the Goods in question free of charge or, at Goliath's sole discretion, refund to the Buyer the price of the Goods in question, but Goliath shall have no further liability to the Buyer for the costs of delivery or returning the Goods or any other reason.

8.6                    Except in respect of death or personal injury caused by Goliath's negligence, Goliath shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Goliath, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.

8.7                    Goliath shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Goliath's obligations in relation to the Goods, if the delay or failure was due to any cause beyond Goliath's reasonable control.

 

9               Guarantee

 

9.1              In addition to all other rights of the Buyer Goliath will at its option replace or refund the cost of any Goods which prove defective within 12 months from the date of purchase due to a fault in materials or manufacturing.

9.2              To take advantage of the guarantee the Buyer must contact Goliath to confirm the Goods are in its possession and available for collection by Goliath if required.

9.3              Goliath will at its discretion either supply the same or equivalent item to the Buyer or pay the Buyer the amount paid by the Buyer to Goliath for the item.

9.4              This guarantee does not apply if the Goods have been:

9.4.1            used other than for their intended purpose under normal conditions; or

repaired, worked on or, tampered with in any way.

 

10                     Insolvency of Buyer

 

10.1                   This clause applies if:

10.1.1                the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

10.1.2                an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

10.1.3                the Buyer ceases, or threatens to cease, to carry on business;

10.1.4                Goliath reasonably apprehends that   any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly; or

10.1.5                the Buyer is subject to anything analogous to any of the above under the laws of any other    jurisdiction.

10.2                   If this clause applies then, without prejudice to any other right or remedy available to Goliath, Goliath shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

11                     Export terms

 

11.1                   Where the Goods are supplied for export from theUnited Kingdom, the provisions of this clause shall apply notwithstanding any other provision of these Conditions.

11.2                   The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon.

11.3                   All monies due under a Contract, including the cost of delivery, shall be paid by the Buyer to Goliath in cleared funds before the Goods are dispatched.

11.4                   If after the Goods have been delivered the Buyer rejects them in accordance with these Conditions then the Buyer will store the Goods until the claim has been resolved and then dispose of the Goods at the Buyer’s expense.

 

12                     General

 

12.1                   Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

12.2                   No waiver by Goliath of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.3                   The Contract shall be governed by the laws ofEnglandand the Buyer agrees to accept the non-exclusive jurisdiction of the English Courts.