Terms and Conditions

In these conditions:

“Buyer” is the purchaser of the goods.

“Contract” is any contract between the Seller and the Buyer for the sale and purchase of the Goods, incorporating these Conditions.

“Goods” are goods and products of any kind sold by the Seller.

“Seller” is Blue Piranha Branded Clothing Ltd.

All goods are sold by the Seller on the following Conditions which shall prevail unless otherwise agreed in writing by the Seller.

The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of placing order.

Quotations lapse after 30 days (unless otherwise stated).

The price quoted excludes delivery (unless otherwise stated).

At any time before confirmation of order the Seller may adjust the price to reflect any increase in their costs of supplying the goods.

All delivery times quoted are estimates only.

The Seller may deliver the goods in installments. Each installment is treated as a separate contract and payment(s) for each installment shall be a condition precedent to future deliveries.

Failure of the Buyer to pay any one or more of the installments shall entitle the Seller to treat such failure as a repudiation of the order by the Buyer and to repudiate further performance and recover damages for breach of contract.

Subject to the other provisions of these conditions, the Seller shall not be liable for any direct, indirect, or consequential loss (including, without limitation, economic loss, loss of profits, loss of business, or goodwill), costs, damages, charges, or expenses caused directly or indirectly by any delay in delivery (even if caused by the Seller’s negligence).

The Buyer must notify the Seller in writing of any shortages, damages, or discrepancies in the order within 3 days of delivery.

The goods are at the Buyer’s risk from the time of delivery.

Delivery takes place either:

- When the goods are loaded at the Seller’s premises (if the Buyer is collecting them or arranging carriage), or

- When the goods are unloaded at the Buyer’s premises or address specified by the Buyer (if the Seller is arranging carriage).

The Buyer must inspect the goods on delivery. If any goods are damaged, not delivered, or not in accordance with the Buyer’s order, they must write to tell the Seller within three days of delivery.

The Buyer must give the Seller (and any carrier) a fair chance to inspect the damaged goods.

If the Buyer fails to notify the Seller in accordance with these requirements, they will not be entitled to reject the goods and will be deemed to have accepted the goods in accordance with the contract.

The Buyer is to pay the Seller in cash or in cleared funds prior to delivery unless they have an approved credit account, or otherwise agreed in writing by the Seller.

If the Buyer has an approved credit account, payment is due no later than 7 days following delivery unless otherwise agreed in writing by the Seller.

If the Buyer fails to pay the Seller in full on the due date, the Seller may:

- Suspend or cancel future deliveries.

- Cancel any discount offered to the Buyer.

- Revoke agreed credit facilities, and place the Buyer’s account on Pro-Forma Payment Terms.

- Charge the Buyer interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998:

  a. Calculated (on a daily basis) from the date of our invoice until payment.

  b. Compounded on the first day of each month, and

  c. Before and after any judgment (unless a court orders otherwise).

- Claim fixed sum compensation from the Buyer under s.5A of that Act to cover the Seller’s credit control overhead costs.

- Recover (under clause 4.7) the cost of taking legal action from the Buyer.

If the Buyer has an approved credit account, the Seller may withdraw it or reduce the Buyer’s credit limit or bring forward their due date for payment. The Seller may do any of those at any time without notice.

The Buyer does not have the right to set off any money they may claim from the Seller against anything they may owe.

While the Buyer owes money to the Seller, the Seller has a lien on any of the Seller’s property in their possession.

The Buyer is to indemnify the Seller in full and hold them harmless from all expenses and liabilities they may incur (directly or indirectly, including financing costs and including legal costs on a full indemnity basis) following any breach by the Buyer of any of their obligations under these terms.

The Seller will have the right to invoice the Buyer by e-mail.

Where invoices are sent using electronic mail, they will be deemed to have been received by the Buyer on the date they are sent, provided the electronic mail is transmitted between the hours of 9.00am and 5.00pm on a Business Day (Monday to Friday, excluding Bank Holidays).

If the invoice is sent outside of these times, it will be deemed received on the next Business Day following.

All goods shall be at the Buyer’s risk from the time of delivery but will remain the property of the Seller until all payments in respect of any Goods delivered by the Seller to the Buyer have been paid for in full.

The Seller may, at any time when payment is due for any Goods, retake possession of all the Seller’s Goods then in the custody of the Buyer.

The Buyer’s right to hold or deal in any way with the Seller’s Goods shall terminate automatically, and the Seller shall be entitled to immediately recover the Goods if the Buyer becomes insolvent.

In this instance, the Buyer must notify the Seller immediately in writing.

The Buyer authorises the Seller, its employees, or agents to enter the Buyer’s premises for the purpose of enforcing these provisions.

Although not the manufacturer, the Seller warrants that the goods:

- Comply with the description on the Seller’s order confirmation form, and

- Are free from material defect at the time of delivery (as long as the Buyer complies with clause 9.3).

The Seller gives no other warranty (and excludes any warranty, term, or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.

If the Buyer believes the Seller has delivered goods that are defective in breach of the Seller’s warranty, the Buyer must:

- Inform the Seller in writing, with full details, within 3 days of the date of delivery, and

- Allow the Seller to investigate (the Seller may need to access the Buyer’s premises and product samples).

If the goods are found to be in breach of the Seller’s warranty (after the Seller’s investigations), and the Buyer has complied with those conditions in full, the Seller will (at their option) replace the goods or refund the price.

The Seller is not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits, or loss of use) arising from the contract or the supply of goods or their use, even if they are negligent.

For all other liabilities not referred to elsewhere in these terms, the Seller’s liability is limited in damages to the price of the goods.

The Buyer shall have no right to require the Seller to take back and give credit for products correctly supplied to the Buyer.

The Seller (at their absolute discretion) will accept the return of non-defective goods from the Buyer only:

- Where the goods have not undergone screen-printing, embroidery or any further processing except in the unlikely event of manufacturing defects. All requests for returns must be made within 3 days of delivery.

- Where the return has been pre-authorised and confirmed in writing by the Seller.

- On payment of an agreed handling/re-stock charge of not less than 10% of the value of the goods returned (unless the goods were defective when delivered), and

- Where the goods are as fit for sale on their return as they were on delivery, including being in original packaging.

- Where the goods are returned within a 14 day period from date of delivery.

- Where goods are not customised to the Buyer’s specification.

The Seller shall be under no liability under the warranty in this Condition:

- In respect of any defect arising from willful damage, negligence, abnormal storage conditions, or failure to follow the Seller’s or the manufacturer’s instructions (whether oral or in writing).

- If the total price for the goods has not been paid by the due date for payment.

- If the Buyer makes any further use of the goods after giving notice in accordance with this Condition.

All samples provided to the Buyer by the Seller are on a sale or return basis. Samples must be returned within 7 working days at the Buyer’s expense.

Samples not returned within this period will be invoiced at the standard rate, with delivery charge and VAT at the applicable rate.

Any orders placed by the Buyer shall be treated as a firm commitment and cancellation will not be accepted unless agreed in writing by the Seller.

If the order is cancelled (for any reason), the Buyer must pay the Seller for all stock (finished or unfinished) that the Seller may then hold or be committed to for the order.

The Seller will make all reasonable efforts to fulfill its obligations under such orders but shall not be liable for any cancellation or suspension of such orders caused by events beyond the control of the Seller.

Any waiver or variation of these terms is binding in honour only unless:

- Made (or recorded) in writing.

- Signed on behalf of both the Buyer and Seller.

- Expressly stating an intention to vary these terms.

All orders that the Seller places with the Buyer will be on these terms (or any that the Seller may issue to replace them).

By placing an order with the Seller, the Buyer is expressly waiving any printed terms they may have to the extent that they are inconsistent with the Seller’s terms.

If the Seller is unable to perform their obligations to the Buyer (or able to perform them only at unreasonable cost) because of circumstances beyond their control, the Seller may cancel or suspend any of their obligations without liability.

Examples of such circumstances include: act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes, industrial disputes, and difficulty in obtaining supplies.

English law applies to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.

If the Buyer is more than one person, each of them has joint and several obligations under these terms.

If any of these terms are unenforceable as drafted:

- It will not affect the enforceability of any other term.

- If it would be enforceable if amended, it will be treated as so amended.

The Seller may treat the Buyer as insolvent if:

- The Buyer is unable to pay their debts as they fall due, or

- The Buyer (or any of their property) becomes the subject of:

  a. Any formal insolvency procedure (e.g., receivership, liquidation, administration, voluntary arrangements including a moratorium, or bankruptcy).

  b. Any application or proposal for such procedures.

  c. Any equivalent overseas application, procedure, or proposal.

All brochures, catalogues and other promotional materials are illustrative only and do not form part of any contract.

Any notice under these terms must be served by first class post or fax to the registered office or principal business address of the recipient, and must be signed.

No contract will create any third-party rights under the Contracts (Rights of Third Parties) Act 1999.

The only statements the Buyer may rely on when making a contract with the Seller are those made in writing by an authorised representative of the Seller that:

- Are contained in the Seller’s estimate or covering letter and not withdrawn before the contract is made; or

- Expressly state that the Buyer may rely on them.

Nothing in these terms affects or limits the Seller’s liability for fraudulent misrepresentation.