1. Definitions

(a) “SSL” means Sterling Safetywear Ltd

(b) “the Customer” is any party entering into a contract with SSL for the supply of Goods.

(d) Delivery of goods shall be deemed to take place:

(i) where goods are delivered by SSL’s own transport, at the moment when the goods are lifted from the delivery vehicle; or

(ii) where goods are delivered by other means of transport or collected by the Customer, at the moment when the goods are loaded onto the vehicle used for such transport.

(e) “Act of Insolvency”: means:

(i) the Customer having any distress, execution or other insolvency process levied upon it; or

(ii) the Customer making, or offering to make, any arrangements or compromise with creditors, or committing any act of bankruptcy; or

(iii) the Customer having any petition or receiving order in bankruptcy presented or make against it.

(iv) the Customer having a receiver of its property or assets or any part of them appointed.

(f) For the purpose of any term requiring notice, such notice will take effect 24 hours after dispatch by post or electronic transmission and:

(i) must be in written or email form (voicemail, text messages or other messaging systems are not accepted by SSL for purposes of giving notice);

(ii) if to SSL, must be to a postal address or email address quoted by SSL on its quotation or specifically nominated by SSL for the receipt of notices;

(iii) if to the Customer, will be sent to the Customer’s registered office or such alternative postal address, email address or facsimile number as provided by the Customer on its request for quotation or order, service on one or more of such addresses being deemed satisfactory service of a notice by SSL.

2. General

(a) These Terms and Conditions apply to every contract between SSL and any Customer and to all further contracts between SSL and that Customer (until and unless SSL notifies that Customer of revised Terms and Conditions).

(b) No contract arises between SSL and the Customer until SSL accepts the Customer’s order and communicates such acceptance to the Customer.

(i) commits to purchase via electronic payment service; or

(ii) confirms that cheque or BACS payment will be made.

(d) No prior statements made by SSL or the Customer, nor any correspondence between them, are incorporated into any such contract unless separately agreed in writing by SSL.

(e) No representation by or on behalf of SSL by an employee or agent (including but not limited to advice or recommendations as to the quality or suitability for specific purposes of goods or materials supplied by SSL) takes effect unless separately confirmed by SSL in writing, and the Customer agrees that it does not enter into any contract in reliance on such representations unless so confirmed.

(f) All drawings, photographs, illustrations, performance data, dimensions, weights and other technical information and particulars of the goods or materials to be supplied or installation work to be carried out are given by SSL in the belief that they are as accurate as reasonably possible but the Customer acknowledges and accepts that they are not incorporated into the contract.

(g) The Customer accepts that SSL shall be entitled to rely on information provided by the Customer for the purpose of discharging its obligations under the contract.

(h) The Customer acknowledges and accepts that SSL may increase its prices after the contract is agreed:

(i) to reflect any increase in the price it is charged by its suppliers for goods or materials; or

(ii) where any quotation by SSL was stated to be based on an assumption by SSL, to reflect the effect of such assumption proving incorrect.

(i) Other than in accordance with these terms and conditions, no variation to any contract takes effect unless agreed in writing by a director of SSL.

(j) Any agreed variation in the scope of work will be charged for by SSL at the sum agreed between the parties or, in default of such agreement on price, at SSL’s prevailing rates.

(k) No waiver by SSL of any of these Terms and Conditions or forbearance to enforce any remedy it is entitled to shall prejudice any of SSL’s other rights and remedies or operate as a waiver of any other breach by the Customer under any contract with SSL.

(l) Should any of these Term or Conditions be held to be invalid or unenforceable in whole or in part the validity and enforceability of the remaining part and of the other Terms and Conditions shall not be affected.

(m) SSL may:

(i) subcontract the performance of any contract with the Customer in whole or part;

(ii) assign the benefit and burden of any contract with the Customer, subject to giving notice of such assignment to the Customer.

(n) The Customer may not assign or sublet the benefit of any contract with SSL without the written consent of SSL.

(o) Nothing in these terms and conditions shall confer any right upon a third party and the Customer agrees that the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded from any contract to which these terms and conditions apply.

3. Quotations, Prices and Credit

(a) Quotations are:

(i) valid for 28 days from the date of quotation unless expressly stated to be otherwise or withdrawn or revised by SSL;

(ii) based upon prices, rates, terms and duties as applying at the date of quotation;

(iii) unless the relevant supply is zero-rated, subject to VAT at the prevailing rate; and

(iv) subject to the availability of the Goods being quoted for.

(b) Subject to clause 3(a), SSL may vary its prices and charges without notice.

(c) Credit will be granted at the sole discretion of SSL and subject to the Customer providing a fully-completed application form and to the Customer’s references being taken up and reviewed. SSL also reserves the right to carry out credit checks with Credit Reference Agencies where appropriate before offering credit.

(d) The provision of credit by SSL to the Customer is subject to the Customer’s compliance with Clause 4(a) and may be withdrawn by SSL at any time and at SSL’s sole discretion.

(e) Credit accounts will be reviewed periodically and accounts that have not traded for 6 months may have credit suspended or withdrawn.

(f) If credit is withdrawn for any reason SSL shall be entitled to any or all of the remedies under Clause 4(c).

4. Payment terms for Credit Customers

(a) Where credit has been granted by SSL in accordance with clause 3(d) then, unless agreed otherwise in advance between SSL and the Customer in writing all invoices are strictly net for payment within 30 days of date of invoice and time of payments shall be of the essence of the contract.

(b) If for any reason whatsoever payment is not made when due SSL shall be entitled to:

(i) charge interest and fees in accordance with the Late Payment of Commercial Debts (Interest) Act 1998;

(ii) levy an additional charge in respect of any costs incurred by SSL in employing debt collection services;

(iii) cancel or suspend any contract with the Customer;

(iv) require the Customer to pay any other sums due to SSL immediately; and/or

(v) (not applicable to domestic premises), enter into the premises of the Customer and repossess and remove all of its goods that remain its property under clause 8, including such goods as have been installed but for which title has not yet passed under clause 8(b), and the Customer grants SSL its employees servants and agents a non-revocable licence to enter into its premises for such purpose.

(i) retention;

(ii) any re-work or repair whether or not agreed with SSL under these Terms and Conditions.

(iii) set-off or counterclaim in respect of any claim disputed by SSL.

(d) The Customer agrees to indemnify SSL in respect of the full amount of any fees costs disbursements or expenses incurred (including court fees and the reasonable cost of legal representation) arising from overdue payment by the Customer or any other breach by the Customer of these terms and conditions.

(e) The Customer accepts that SSL’s prices are not subject to discount.

5. Termination or Suspension

(a) Without prejudice to any of its other rights SSL may terminate the contract or suspend further deliveries to the Customer in the event of:

(i) the Customer failing to make due payment in accordance with Clause 4(a) for any goods, materials or work done; or

(ii) any act of Insolvency relating to the Customer;

(iii) SSL receiving any information indicating that the Customer is or may become unable to pay its debts; or

(b) In the event the contract is terminated under clause 5(a) SSL shall be entitled to any or all of the remedies under clause 4(c).

(c) SSL reserves the right to withhold performance of any of its obligations under the contract if in its sole opinion the Customer’s credit status becomes unsatisfactory.

(d) Any purported termination by the Customer will only take effect with the written agreement of SSL and subject to the Customer indemnifying SSL in full for all loss (including loss of profit), cost (including labour and materials), damages, charges and other expenses incurred by SSL as a result of termination.

6. Delivery and Storage

(a) Any date or time quoted for delivery is given as an estimate only and SSL shall:

(i) not be liable for any loss or damage howsoever arising by any matter beyond its reasonable control from failure to deliver on or by such stated date or at such stated time;

(ii) if found liable for loss or damage arising from failure to deliver on such stated date or at such stated time shall be liable only for loss limited to the excess (if any) over the price of the goods of the cost to the Customer of similar goods in the cheapest available market.

(b) SSL may at its discretion deliver Goods by instalment and in any order.

(c) If the Customer causes the delivery of goods or materials or any part thereof to be delayed beyond the time when they would otherwise have been delivered or does not make available a person authorised to sign for a delivery such goods or materials shall be removed to SSL’s premises or other storage facility and stored by SSL at the sole risk and expense of the Customer.

(d) The Customer agrees that:

(i) time is not of the essence in the performance by SSL of its obligations; and

(ii) any failure of SSL to make any delivery shall not entitle the Customer to cancel or suspend any subsequent or other delivery or contract.

7. Passing of Risk and Retention of Title

(a) Risk in Goods supplied passes to the Customer as defined at Clause 1(d).

(b) Notwithstanding the provisions of Clause 7(a) as to the passing of risk, goods or materials supplied by SSL shall remain its sole property until the Customer has paid in full the agreed price and all other sums due from the Customer to the SSL whether under this Contract or otherwise (including any interest due). Notwithstanding such retention of title, SSL shall be entitled to maintain an action for the price of the goods or materials as soon as payment falls due.

(c) The Customer acknowledges that it is in possession of such goods or materials as bailee for SSL until the sums due in clause 8(b) have been paid in full and shall:

(i) insure such goods or materials to their full market value;

(ii) store or otherwise identify such goods or materials as to show that they retain the property of SSL;

(iii) not mortgage, charge or otherwise encumber or dispose of the goods (save for sale in the normal course of its business) without the written permission of SSL; and

(iv) give SSL such information about the goods or materials as it may from time to time require.

(d) (Not applicable to domestic premises) The Customer agrees that if SSL invokes its right to repossession of its goods under clause 4(c)(iv) SSL shall not be liable for any damage or injury reasonably done in the course of so doing to any other property owned by or in possession of the Customer to which SSL’s goods have been attached or in which they have been incorporated.

8. Returns

(a) Returns for credit of goods supplied in accordance with the Customer’s order is at the sole discretion of the Seller and is subject to the following conditions:

(i) a completed return note in the form available from SSL’s website must be attached to each consignment of returned goods;

(ii) goods must be a current product line sold by SSL;

(iii) goods must be in saleable condition;

(iv) goods must be in their original packaging; and

(v) goods must have been dispatched by SSL less than 12 months previously.

(b) Goods supplied to the special order of the Customer cannot be returned for credit.

(c) Return of goods is subject to a restocking charge of 25% of the invoice value which will be deducted from the refund payable to the Customer.

9. Warranties and Liability

(a) SSL warrants that goods or materials will correspond to their specifications as at the time of confirmation of order and will be of a good standard of quality.

(b) SSL will, for a period of 12 months starting on the supply of the goods, replace, re-work or give credit to the Customer for any goods which do not comply with the warranty at clause 9(a) and which are accepted by SSL for replacement, re-work or credit, such acceptance being conditional upon:

(i) goods not having been altered, re-worked, or subject to misuse or unauthorised repair; and

(ii) for repair work, the Customer not having been informed by SSL’s tradesperson at the time of repair that, because of the age or quality of the item being repaired, no warranty will be provided.

(i) any claim in respect of damaged or short delivery or non-compliance with description is notified within 48 hours of delivery;

(ii) any claim for non-delivery is notified within 7 days of the expected date of delivery;

(iii) any claim in respect of the specification of goods or materials is notified in writing within 7 days of their installation or use at the course of work carried out by SSL;

(iv) any claim in respect of quality of goods is notified in writing within 6 months of acceptance of the goods by the Customer; and

(v) SSL and/or its insurer is permitted to verify the same within 7 days of notification of the claim; and

(vi) the Customer, if SSL so requests, returns the Goods and any packing materials to SSL, securely packed and at the Customer’s expense.

(d) Notification for the purposes of Clause (c) is to be in writing using (where applicable) the appropriate form available from SSL’s website and must provide full details of the alleged defect.

(e) In the absence of notification in accordance with Clauses 9(c) and 9(d) the Customer shall be deemed to have accepted the goods, materials or work.

(f) Other than as set out in clause 9(a) or as expressly confirmed in writing by SSL:

(i) no warranty condition or representation express or implied as to description, quality or suitability of any goods hereby sold is given by SSL or deemed to have been given or implied and (to the extent permitted by statute) any statutory or other warranty condition or representation whether express or implied is hereby excluded;

(ii) SSL accepts no liability whatsoever for any loss or damage whether consequential or direct and whether suffered by or occasioned to the Customer the employees or agents of the Customer or a third party which may arise after the delivery of the goods.

(iii) If goods supplied under the contract are supplied by a third party subject to that third party’s warranty, the Customer’s remedy for any defect lies against that third party rather than against SSL. If the Customer requests SSL to pursue such a remedy against that third party on the Customer’s behalf, the Customer shall indemnify SSL for any costs incurred in so doing.

(iv) If goods are supplied for a specific purpose of the Customer, no warranty is given by SSL as to fitness for such purpose irrespective of knowledge of it.

(v) If goods are lost or damaged in transit then, where the cost of carriage did not form part of the cost of the contract, the Customer agrees that its remedy lies against the carrier.

(g) SSL’s liability to the Customer is limited to the total price paid for the goods.

(h) The Customer accepts (and indemnifies SSL from) liability for any damage or loss arising from:

(i) acts of the Customer, its agents, employees or visitors; or

(ii) a breach of any part of Clause 7.

(i) SSL shall deliver repaired or replaced goods or materials at its premises or the delivery point for the original goods or materials.

10. Intellectual Property Rights

(a) Unless agreed otherwise in writing by both SSL and the Customer:

(i) any design, drawing, specification or other document (in written or electronic form) prepared or produced by SSL shall remain the exclusive property of SSL; and

(ii) the Customer shall not disclose any design, drawing, specification or other document (in written or electronic form) prepared or produced by SSL to any third party.

(b) Where the Customer provides SSL with any design, drawing, specification or other document for the purpose of SSL providing its services to the Customer, the Customer grants SSL a non-exclusive, royalty-free, worldwide, non-transferable licence to copy and modify such material for the purpose of provision of such services.

(c) The Customer shall not use any information provided in confidence by SSL for any purpose other than to fulfil its obligations to SSL, and indemnifies SSL in respect of any and all loss or damage arising from a breach of this Clause.

(d) The Customer agrees to indemnify SSL in respect of any claim for infringement of any intellectual property right arising from the design or supply of any item to a specification provided by the Customer.

(e) The Customer agrees to notify SSL of any claim or notification of proposed claim arising from any asserted intellectual property right relating to the goods, and acknowledges and accepts that SSL may conduct and at its own discretion settle such dispute.

11. Data Protection

(a) The Customer accepts and agrees that SSL may, in the course of providing services to it, gain access to, or acquire the ability to access, transfer, store or process, personal data of the Customer or its employees.

(b) Where such data processing takes place the Customer shall be the ‘data controller’ and SSL shall be the ‘data processor’ for the purposes of the General Data Protection Regulation (GDPR) and all legislation derived from it.

(i) only process personal data to the extent reasonably required for the provision of services to the Customer;

(ii) not retain personal data for longer than is necessary for the provision of such services;

(iii) not disclose personal data to any third party other than employees, servants or sub-contractors, and shall require such disclosed data to be processed in accordance with this Clause 11.

12. Force Majeure

In the event of war, invasion, act of foreign enemy, hostilities (whether war has been declared or not), civil war, rebellion, revolution, military or usurped power, act of God, force majeure, epidemic or any other matter or occurrence beyond the control of SSL or the failure on the Part of the Customer to make due and timely supply of all materials and/or data and specifications as may be required and agreed as terms of the acceptance of any order by SSL, SSL shall be relieved of all liabilities incurred under the contract wherever and to the extent to which the fulfilment of such obligations is prevented, frustrated or impeded as a consequence of any such event or by the Statute Rules regulations Orders or Requisitions issued by any Government Department Council or other duty constituted authority or from strikes, lock-outs or other withdrawal of labour force, breakdown of plant or any other causes (whether or not of a like nature) beyond SSL’s control.

13. Law and Jurisdiction

(a) The contract is deemed to be made under and in accordance with English law.

(b) Any dispute under the contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales.