TALBOT TEXTILE & UPHOLSTERY SUPPLY CO.LTD.
TERMS AND CONDITIONS OF SALE

1. DEFINITIONS
1.1 In these conditions the words defined shall have the meanings assigned to them hereunder:-
1.1.1."The company"- Talbot Textiles & Upholstery Supply Co. Ltd.
1.1.2."The customers"-the person, firm, association or company buying from the company.
1.1.3."The order form"-the company order form which is completed at/or about the same time the order is taken from the customer.
1.1.4."The acknowledgement form"-the company's acknowledgement of order form.
1.1.5."Cut-length"-fabric cut by the company to a specified length.

2. CONSTITUTION OF CONTRACT
2.1 The particulars endorsed on the acknowledgement form read with these conditions of sale shall constitute the customers offer.
2.1.1. The company's acceptance of the offer shall be by way of the acknowledgement form, or otherwise in writing signed by a duly authorised representative of the company.
2.1.2. Alternatively, the despatch to the customer of any goods shall be deemed to constitute acceptance of the customer's offer to purchase the goods so despatched.
2.2 No variation of, or abandonment or waiver of rights or obligations under any contract shall be binding upon the company unless in writing or signed by a duly authorised representative of the company.
2.3 Quantities of pieces are set by our suppliers and specific to each collection at 30m to 55m roll sizes. These shall be subject to a variation either way of ten percent and the customer shall be obliged to accept and pay for the actual quantities of goods delivered.

3. PRICE AND PRICE INCREASES
3.1 The price of the goods shall be the price ruling at the date of despatch.
3.2 Prices shall be per running metre for fabric.
3.3 VAT at the rate determined by current legislation shall be added to the value of all goods.
3.4 The company reserves the right to alter its prices without notice.
3.5 The minimum length of all fabric purchases shall be two meters and all orders must be specified in units of half, whole metres or rolls.

4. PAYMENT
4.1 Settlement of the amount due to the company shall be on or before the 20th day after the invoice month or 2.5% settlement discount if paid within 7 days date of invoice unless any variation is agreed and confirmed in writing by a duly authorised representative of the company.
4.2 All amounts not paid on due date shall be subject to interest thereon at the rate of 4% per annum above base rate.
4.3 All payments shall be made to the company in the currency of the invoice and free of bank charges at:
Talbot Textiles 16 -18 Dargan Crescent, Duncrue Industrial Estate Belfast BT3 9JP

5. DELIVERY
5.1 Unless otherwise agreed between the customer and the company in writing:
5.1.1. Fabric -the cost of carriage shall be included in the price on a minimum invoice value of £150.
5.2 The company carrier service manifest or delivery note, signed or countersigned by any employee of the customer shall for all purpose be deemed to be accurate in all respects and binding on the customer unless the customer can prove fraud or dishonesty on the part of the company.
5.3 Insofar as the delivery of goods is concerned, time shall not be of the essence of any contract between the company and the customer and in the event of any delay in delivery or the failure to effect delivery for any reason whatsoever then:
5.3.1. the contract shall not be subject to cancellation and
5.3.2. the company shall not be liable to the customer for damages.

6. SUSPENSION OF DELIVERIES
6.1 If any amount due and payable by the customer to the company is in arrears, the company shall have the right, until such amount has been paid, to suspend any deliveries under this and/or any other contract then in force between the company and the customer.

7. CONDITIONS OF SALES
7.1 Due to dye lot variations, the company cannot guarantee exact shade matching.
7.2 The company shall not be liable for damage should the customer not make allowances for shrinkage where fabrics are liable to shrinkage.
7.2.1. When using pile fabrics a suitable scrim covering should be applied to the foam interior to prevent pile withdrawal. In the absence of such scrim the company will not be held responsible for any ensuing damage.
7.3 If any of the goods are latently or otherwise defective and a claim lies against the company in respect of the goods, then the company may, at its option decide either to:
7.3.1. replace the goods or
7.3.2. reimburse the customer in respect of the price of the goods as against delivery by the customer to the company thereof.
7.4 The company’s liability in the event of it being proven that the goods delivered by the company are latently or otherwise defective shall be limited to the invoice price of the goods.
7.5 The company shall not be deemed to have any knowledge of the particular purpose or market for which the goods are required unless such purpose or market is stated in the order form.

8. CLAIMS
8.1 Any claim against the company shall be submitted to the company in writing within 14 days of receipt of the goods by the customer.
8.2 The company cannot accept any claims for fabric after the customer has cut the fabric or, treated, processed, resold or otherwise affected the original despatch condition of the fabric.
8.3 The company will only accept returns collected by the company’s carriers.
8.4 Claims for goods despatched by the company but not received by the customer must be made in writing to the company within
14 days of the invoice date.

9. RISK
9.1 The risk in the goods shall pass to the customer on delivery thereof.

10. PASSING OF OWNERSHIP
10.1 Ownership of the goods shall remain vested in the company until the purchase price is fully paid. This applies whether or not the goods have been incorporated in, converted into or used in the manufacture or make up of other articles, unless the goods have been resold or used in the ordinary course of business by the customer at a time when there is not in existence a provisional or final order of administration or liquidation of the customer.

11. BREACH
11.1 If the customer fails to pay any amount due to the company under this or any other contract on the due date, then the company shall be entitled, without prejudice, to any other rights it may have, to repossess the goods or articles manufactured wholly or partly from the goods.
11.2 When any goods or articles repossessed by the company are resold and payment of the purchase price is received by the company, the company shall credit the customer’s account with the proceeds of the sale, less any costs incurred in repossessing or reselling the goods.