GENERAL TERMS AND CONDITIONS OF SALE
1. The General Terms and Conditions of
Sale set out below shall govern the relationship with buyers notwithstanding
any and all stipulations to the contrary contained in any and all documents
issued by the buyers, except if otherwise agreed in writing.
written offers of sale remain in force one month from their date of dispatch.
After such time, they shall be null and void‑
following definitions shall apply in this Agreement:-
THE BUYER means the person whose name and address is
shown on the Account Application Form.
THE SELLER means Stable Distribution Limited (Company
Registration Number 07496223) of 2nd Floor, 1 - 3 Cross Street, Newcastle upon Tyne, NE1
THE GOODS means the goods and products which form the
subject matter of this Agreement
4 . Any and all orders shall be made in
writing (or online) and signed by the Buyer. If said order arises out of an offer of sale
issued by the Seller, the offer of sale shall as a matter of obligation be
countersigned by the Buyer and returned to the Seller.
5. In the event of request for
modification or cancellation in part or in whole of a purchase order issued by
the Buyer, such request or cancellation shall be sent to the Seller in writing
no later than seven days after the date of taking of order. In the event that
the Buyer were to cancel an order in whole or in part after this seven-day
period, the Buyer shall be liable to the Seller by way of
compensation in an amount equivalent to 20% of the price ex. VAT of the
6. All Goods ordered are intended
exclusively for the Buyer and for sale only in United Kingdom (unless otherwise
authorised by the Seller in writing). In order to maintain a common identity and preserve the integrity and reputation associated with
the brands, the onward sale of the Goods to other stores and other locations of
sale without the prior written agreement of the Seller is not authorised. The
Seller reserves the right to refuse to fulfil any order or terminate the
agreement by notice forthwith, where the Seller knows or has reason to believe that the Buyer has : (a) sold (or intends to sell)
the Goods directly or indirectly outside the United Kingdom; (b) sold (or
intends to resell) the Goods to other stores or sales
outlets; (c) assigned (or purported to assign) this Agreement to a third party.
7. On receipt of a purchase order
form, the Seller shall, if it considers necessary, conduct a credit check on
the Buyer. The Seller reserves the right to cancel the order if the credit check
reveals that the Buyer is unable or is unlikely to be able to pay for the
means the handover of the Goods to the Buyer at the place of delivery shown on
the purchase order form or on the Account Application Form.
9. The deliveries shall be made at a
date to be agreed between the Buyer and the Seller.
10. In the event of sale of the Goods on
a carriage paid basis until final destination, the Seller shall bear the
liability of transportation costs to destination. The Seller shall retain choice of carrier, unless the Buyer specifies its choice of carrier on the
order form, its choice being accepted by the Seller at time of order
confirmation. The Buyer shall make known to carrier by
registered letter with acknowledgement of receipt sent within three days (not
Including public holidays) of the date of delivery, any and all damage
affecting the parcels and any and all missing
parcels, and send the Seller a copy thereof by standard mail. Any shortfall in the delivery of quantities
shown on the schedule, there being no parcel damage, shall be made known to the Seller by registered letter
with acknowledgement of receipt, within twenty-four hours of receipt of the
Goods. In such cases, the Seller shall check the weight declared on the
delivery schedule to the weight of an equivalent parcel.
shown in the Seller's pricelist are exclusive of tax. The rate of VAT
applicable shall be the rate in force on the date of invoicing.
unit price ex. VAT invoiced for each of the Goods shall be the price shown in
the Sellers pricelists.
Seller's prices may be changed at any time without notice.
14. However, in the event of a change in
prices, any order received no more than seven days from the date of effect of
the new prices shall be invoiced on the basis of the old prices.
15. The Buyer shall not be entitled to
discounts of whatsoever kind except subject to written confirmation from the
Seller. Furthermore, any discounts shall be granted only if the Buyer complies
in every respect with the General Terms and Conditions of Sale throughout the
whole period prior to the granting of such discounts.
Buyer is responsible for setting the price of the products. The Seller's
recommended prices are for guidance only.
PAYMENT - RETENTION OF TITLE
17.1 The Seller's invoices are payable within thirty days of
the date of shipment of the Goods, without discount. In certain cases Pro Forma
invoices may be required. Such Pro Forma invoices require to be paid prior to
dispatch of the goods.
17.2 The Seller reserves the right to change the terms and conditions of payment granted to the Buyer, so
as to take into account the financial information gathered by the Seller and
any and all payment incident. In the event that the Buyer were not to accept a
change in the terms of payment, the Seller shall be entitled to cancel any and
all undelivered orders, without incurring any liability in respect to the
18.1 Title to the Goods shall remain with
the Seller and shall not pass to the Buyer until payment in full of all amounts
owed to the Seller by the Buyer (including amounts due but not yet
Notwithstanding that title is retained
by the Seller under sub-clause 18.1, risk in the Goods shall pass to the Buyer
upon delivery of the Goods and the Buyer shall insure the Goods to their replacement
value naming the Seller as the loss payee and, upon request, the Buyer shall
provide to the Seller a certificate or other evidence of such insurance.
18.3 Until such time as title in the Goods
has passed to the Buyer: (i) the Seller shall have absolute authority to retake
possession of the Goods and/or sell, dispose of, or otherwise deal with the
Goods, or any part of them, at any time; (ii) for the purposes specified in
clause 18.3(1), the Seller or any of its agents or authorised representatives
shall be entitled at any time and without notice to enter upon any premises
where the Goods are stored, displayed, or kept or reasonably believed by the
Seller to be stored, displayed, or kept; (iii) the Seller
shall be entitled to seek a Court injunction to prevent the Buyer from selling,
transferring, disposing of, or otherwise dealing with the Goods; and (iv) the
Buyer shall keep the Goods separate from
other products in its possession and shall not remove any identifying marks
placed on the Goods by the Seller or incorporate such marks in any other
Without prejudice to clause 18.1, the Buyer shall be entitled to sell the Goods
in the ordinary course of its business as principal. Such right of sale shall
terminate automatically if the Buyer goes
into liquidation (other than for the purposes of a solvent reconstruction),
administration, receivership, administrative receivership, company or
individual voluntary arrangement or bankruptcy, or the Buyer or any creditor of
the Buyer (in relation to the Buyer) applies for, convenes a meeting for the
purpose of commencing, or takes any
other steps in order to initiate, any such procedure. If such circumstances
arise, the Buyer shall notify the Seller forthwith. (ii) In the event that the
right of sale is terminated under
sub-clause 18.4(i), then, notwithstanding such termination, the Seller shall be
entitled, at its sole discretion, to authorise the Buyer in writing to sell or
otherwise deal with the Goods on its
behalf and as its fiduciary agent, in which case the proceeds of such sale or
dealing shall be held by the Buyer in a separate account on trust for the Seller.
For the avoidance of doubt, nothing in this clause 18.4 shall prejudice the
right of the Seller to repossess the Goods under sub-clause 18.3.
Seller shall be entitled to sue the Buyer for the price of the Goods once
payment falls due notwithstanding that title to the Goods remains in the Seller
pursuant to this Agreement.
the event of any seizure of the Goods, the Buyer shall inform the Seller
thereof forthwith so as to enable it to oppose such seizure within the time
20. If the Buyer is a tenant of the
premises in which the Goods are stored, the Buyer shall inform the landlord by
registered letter with acknowledgement of receipt that the Goods are encumbered
by a retention of title clause.
21 In the event that the Seller accept
in writing payment by instalments, failure to pay one such agreed instalment
shall cause the whole amount outstanding to be immediately payable.
in the event of failure to pay under the terms of clause 17 or 21 above, the
Seller shall be empowered to either:-
Foreclose the sale
eight days after official warning sent to the Buyer by registered letter with
acknowledgement of receipt, if it remain without effect, such foreclosure to be
without prejudice to any and all damages and
interest the Seller may be entitled to claim. The Goods shall in such event be
returned to the Seller by the Buyer. The Goods shall be identified by both
parties and acknowledgement of receipt shall be given to the Buyer, who shall
be required to pay a flat amount determined by the Seller to cover its expenses
and foreseeable losses, even in the event that it
were possible to resell said Goods. Such an amount shall amount to no less than
25% of the price exclusive of taxes of the Goods as shown
in the Seller's pricelist in force on the date of recovery of the Goods; or
Grant the Buyer
additional time to pay. In this case, the Buyer shall pay interest for late
payment in addition to the price of the Goods. The interest rate for late
payment shall be Base Rate quoted by Barclays Bank increased by
7 percentage points.
the Seller is required to approach an agent either to obtain settlement from
the Buyer of the price charged for the Goods or to take legal action to
establish the Seller's claim, there shall be due to the Seller a flat rate
indemnity of 20% of the amount outstanding exclusive of taxes. The Seller shall
be entitled to assign all of the down payments made by the Buyer to the discharge in whole or in part
of this flat rate indemnity.
24. It is nevertheless agreed that down
payments made by the Buyer shall on a priority basis be assigned to the payment
for such Goods as have been resold by the Buyer and on which,
consequently, no claim may be made in respect of clause 18 of the present
General Terms and Conditions of Sale.
the event of insolvency, administration under court-appointed receiver, or
liquidation of the Buyer's assets, and in the event of any other similar or
equivalent proceedings: if the Goods have not yet been delivered, foreclosure of
sale shall occur with the full force of the law without prior official warning
and without prejudice to any and all damage and interest to which the Seller may be entitled to lay
26. Any display stands provided by the
Seller are designed for the exclusive use of the Goods ordered from the Seller.
When commercial relationships terminate, such stands shall be
returned to the Seller as a matter of obligation.
Goods are to be displayed in accordance with the Seller's recommended layout.
28. The Seller warrants the Buyer against
visible defects affecting the Goods, provided such defects are notified to the
Seller by e-mail or registered letter with acknowledgement of receipt, within
eight days of the delivery of the Goods. In the event of defective Goods,
returns shall be accepted only for the current season.
29. The Buyer shall return Goods to the
Seller for inspection after previously obtaining from its services an authorisation
voucher for return of Goods. In the event that the Buyer were to return
Goods to the Seller for any reason whatsoever without said authorisation
voucher for return of Goods, the Seller shall refuse to accept said Goods.
acceptance of such Goods by the Seller shall not be deemed acknowledgement of
the defects alleged by the Buyer.
Seller shall subject the Goods to inspection after which the Seller shall
determine whether such defects exist.
the event of the acknowledgement of said defects and subject to compliance with
the above mentioned eight-day period of clause 28, the warranty shall be
limited to the replacement of the Goods and the Seller shall not in any way be
held liable for any other loss suffered by the Buyer.
33. The provisions of clauses 28 to 32
inclusive above shall not stand in the way of the application of the legal
warranty against hidden defects. Nevertheless, the warranty against hidden
defects shall not be applicable if the Goods concerned have suffered
deterioration due to abnormal use or use contrary to the instructions for use
shown on the Goods or on their labelling, packaging or in any other
documentation dispatched with the Goods.
34. The return of defective Goods to the
Seller's warehouses shall be an expense borne by the Buyer even in the event
that the Seller acknowledges liability in regard to a visible or hidden
defect. The transport costs for the return of Goods to the Buyer after their
repair or replacement shall be borne by the Seller.
the event of force majeure such as war, violence, civil disturbance, strike,
lock-out, fire, explosion, severe weather, etc., the performance of the
Seller's obligations shall be suspended, and in the event of definitive
impediment to performance, the Seller reserves the right unilaterally to
foreclose all sales agreed by it.
the event of any such change in the situation of the Buyer as puts the amounts
owing to the Seller at risk, including incapacity, winding-up of company,
winding-up or administration of the company
under court-appointed receivers, the Seller shall be empowered under law to
foreclose any and all agreements made with said Buyer, doing so by registered
letter without prejudice to any and all damage and interest from the Buyer to
which the Seller may be entitled to lay claim.
37. Any Goods returned shall be covered
by an authorisation voucher for return of Goods issued by the Seller's customer
service department showing the reference numbers, quantity, size
and colours specified by the Buyer.
the event of unauthorised return of Goods, no credit note shall be issued.
the event of items missing from the authorised return of Goods, the credit note
shall be issued in regard to the sole items received and accepted by the
of items returned shall be a liability and expense borne by the Buyer.
the event of dispute in regard to return of Goods, the Buyer shall be required
to supply the Seller with proof of delivery by the Buyer's carrier.
authorised return shall occur within no more than seven days of the date of
authorisation, as shown on the carrier's voucher.
43. THE SELLER RESERVES THE RIGHT TO
PLACE ANY AND ALL DISPUTE OF WHATSOEVER KIND BEFORE THE ENGLISH COURTS. THE LAW
APPLICABLE SHALL BE THE ENGLISH LAW.
44. The fact that the Seller expressly at
the time of a particular sale declares that it shall not avail itself of the
benefit of any one of the provisions of the present General Terms and Conditions of Sale shall not be construed as a failure to avail
itself in respect of said sale of the benefit of the other provisions of same
Terms and Conditions of Sale nor as a failure to avail
itself of the benefit of said provision or of all of the provisions of these
Terms and Conditions of Sale in respect of any and all later sales made with