Terms & Conditions
|YASH INTERNATIONAL LIMITED|
TERMS AND CONDITIONS OF BUSINESS
- These terms and conditions form the basis of the legal agreement ("supply agreement") under which we, Yash International Limited (Company Number 4138171) (the "Company") will supply to you goods and items ("goods") which you have ordered from us and we have agreed to supply to you.
- Each order will constitute a separate supply agreement between us.
- Each order for goods by you to the Company shall be deemed to be an offer by you to purchase goods subject to these terms and conditions. No additional, or alternative, terms or conditions will apply to a supply agreement unless we and you, between us, through our authorised representatives, agree otherwise in writing.
- The Company will be entitled to cancel a supply agreement at any time if you have exceeded or will (as a result of the supply agreement in question or otherwise) exceed your authorised credit limit with us or if any invoices rendered to you for goods previously supplied are overdue.
- An order which the Company has accepted may only be cancelled by you if notice of cancellation is received by the Company at least 20 days before the agreed delivery date or the agreed delivery date of the first instalment where delivery is by instalments.
- Specification and Return of Goods
- All descriptions and other details provided in relation to goods are subject to confirmation by us and may be changed without notice. Most garments supplied by the Company are oversized (to enhance player comfort and to improve performance) and are given as a general guidance only. Colours, shades, materials and sizes of goods may vary to a minor extent from those illustrated in any drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues, brochures, website or any other matter issued or published for the sole purpose of giving an approximate idea of the goods described in them.
- All goods are subject to availability. The Company may cancel a supply agreement, or offer suitable alternative items, if the goods ordered are out of stock or no longer available.
- The Company will rely upon your orders being correct when entering into a supply agreement and reserves the right to refuse to take back goods, which are ordered in error or are no longer required. Any such goods returned to the Company by agreement (such authorisation to be obtained from the Company's Customer Service Department by telephone, letter, e-mail or facsimile stating the product, the order to which it relates and reason for return) must be returned within seven working days of agreement, undamaged, unmarked and unused. The Company reserves the right to levy a handling change equivalent to 20% of the invoice value of the returned goods, plus VAT. Credit for any goods returned will be applied against any outstanding balance on future orders.
- Price and Payment
- The price for the goods ("the contract price") shall be the price or prices specified by the Company in any relevant quotation, tender or estimate or (if there is no such quotation tender or estimate) shall be the prices specified in the Company's price list current at the date of acceptance of the order. The Company reserves the right to revise prices at any time without prior notice.
- Unless the Company expressly states otherwise in writing, all prices are ex-works and exclusive of carriage, postage, packaging, loading, unloading, insurance, value added tax and any levy or other tax which may be payable in respect of the goods.
- You are to pay the contract price plus carriage, postage and any other ex-works items specified in the invoice within thirty days after the relevant invoice has been sent to you. Payment is to be made in full in pounds sterling / euros (as applicable) in cash or in cleared funds without deducting or setting-off any amounts which we may owe to you.
The Company may increase the price of the goods to reflect any increase in the cost of manufacture or distribution of the goods which is due to:
- any change in delivery dates, quantities or specifications for the goods requested by you, or
- any delay caused by any instructions by you or failure by you to give the Company adequate information or instructions.
- All payments payable to the Company under a supply agreement shall become due immediately upon termination of this supply agreement despite any other provision.
- The Company will be entitled to charge you interest at 3% above the base rate from time to time of Lloyds TSB Bank Plc (or such other clearing Bank as the Company may nominate to you in writing) on all amounts payable by you under a supply agreement which are not paid and due (without prejudice to the Company's other rights and remedies) from the time when those amounts first became payable until the time when they are paid in full (a part of a month being treated as a full month for the purpose of calculating interest) and whether this is before or after a Court judgement.
- Any payments received from you for goods supplied may be appropriated by us and applied towards discharging any amounts owed to the Company by you in respect of any goods previously supplied where payment is overdue and if so applied will not to be deemed to have been received for which those amounts were tendered.
- If you pay by credit, the Company reserves the right to make an additional charge to cover any additional administrative expenses which the Company may thereby incur.
- Delivery and/or Collection
- Delivery of the goods will be deemed to have taken place:
- upon you collecting them from the Company's premises which you must do within two working days after the Company notifies you that the goods are ready for collection (if the goods are to be collected by you). Collection times are between 9am and 5pm on a working day (when the order has been placed at least two days prior to collection);
- immediately upon the Company delivering the goods to any agreed or usual place for delivery (if the Company is to deliver the goods); or
- immediately upon the Company posting them (if the Company is to deliver them by post). You must accept delivery of all goods which are in good condition and which are as ordered.
- Unless the Company agrees otherwise in writing, all delivery dates are estimated dates which the Company will use reasonable endeavours to achieve. Any dates specified by the Company for delivery of the goods are approximate only and may not be made of the essence by notice. If no dates are specified, delivery will be within a reasonable time. The Company may deliver the goods to you in advance of any agreed or estimated delivery dates if the Company gives you reasonable prior notice of early delivery.
- Subject to the other provisions of these terms and conditions, the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods (even if caused by the Company's negligence) nor unless such delay exceeds 180 days will any delay entitle you to terminate or rescind the supply agreement.
- If you fail to take delivery of the goods or to give the Company sufficient instructions to enable the Company to deliver them, the goods will be deemed to have been delivered and (without prejudice to its other rights) the Company may:
- store or arrange storage of the goods at your risk until actual delivery or sale and charge you for the additional costs and expenses (including without limitation, storage and insurance) which the Company may incur as a result of your failure; and/or
- invoice you for the goods and upon not less than three working days notice to that effect sell the goods at the best price reasonably obtainable in the circumstances and charge you for any shortfall below the price under the supply agreement. If the Company does that then you are pay to the Company the amount of the invoice and the reasonable costs of storage and sale minus the proceeds of sale (which the Company may use towards settlement of the invoice); and/or
- cancel the relevant supply agreement.
- You will indemnify the Company against any liability and expenses (whether arising under statute or common law) caused by your own failure to provide appropriate equipment and manual labour for off-loading (whether or not the off-loading is supervised by or on behalf of you) for:
- any personal injury to or death of any of the Company's employees, agents or sub-contractors or any third party; and
- any damage to or loss of ay property of the Company, its employees, agents or sub-contractors or any third party.
- The quantity of any consignment of goods as recorded by the Company (normally in the form of a delivery/packing note) upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
- The Company shall not be liable for any non-delivery of goods (even if caused by the Company's negligence) unless written notice is given to the carrier and the Company within forty-eight hours of the time when the goods would in the ordinary course of events have been received.
- Any liability of the Company for the goods shall be limited to replacing the goods within a reasonable time frame or issuing a credit note at the pro rata supply agreement rate against any invoice raised for such goods.
- A signature of qualified acceptance on a carrier's delivery note shall not be written notice to either the carrier or the Company for the purpose of these terms and conditions.
- The Company will not accept returned garments that have been processed or decorated in any way.
- Risk Property and Insurance
- Risk of damage to or loss of goods (including their destruction) shall pass to you:
- immediately upon the date when delivery takes place (or would have taken place but for your act or default); or
- immediately upon the goods leaving the Company's premises (if the Company is to deliver them to a third party at your request); or
- immediately upon the goods having been posted (if the Company is to deliver the goods by post).
- The property in and title to the goods will not pass to you until the Company has received payment in full (in cash or cleared funds) of all amounts due to it in respect of the goods and of all amounts due in respect of other goods previously delivered and invoiced to you.
- Until ownership of the goods has passed to you, you must:
- hold the goods on a fiduciary basis as the Company's bailee;
- store the goods (at no extra cost to the Company) separately from all other goods in your possession or any third party in such a way that they remain readily identifiable as the Company's property;
- not destroy, deface or obscure any identifying mark or packaging on or relating to the goods;
- maintain the goods in satisfactory condition insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request you shall produce the policy of insurance to the Company; and
- hold the proceeds of the insurance referred to in condition 5.3.4. on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
- You may resell the goods before ownership has passed to you solely on the following conditions:
- any sale shall be effected in the ordinary course of your business at full market value and you shall account to he Company accordingly; and
- any such sale shall be a sale of the Company's property on your own behalf and you shall deal as principal when making such a sale.
- The Company shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Company.
- Resale of Goods
- Goods bearing the registered name of YASH (or bearing the Company logo) and supplied by the Company are sold on condition that they will not be sold or supplied to any company, firm, or person for re-sale by any such company, firm or person.
- Warranties and Conditions
- The Company undertakes that the goods will, in all material respect, comply with any general description which the Company may have submitted to you, will be of satisfactory quality (within the meaning of the Sale of Goods Act 1994) and be reasonably fit for the purpose for which they were manufactured subject to normal usage.
- The Company shall not be liable for breach of the warranty in clause 7.1. unless:
- you have given written notice of the defect to the Company and if the defect is as a result of damage in transit, to the carrier within forty-eight hours of:
- time of delivery (where the defect would be apparent to you upon a reasonable inspection);
- the date when you knew or ought reasonably to have known the defect (where the defect would not to be apparent to you upon a reasonable inspection); and
- The Company is given a reasonable opportunity after receiving the notice of examining such goods and you (if asked to do so by the Company) return such goods to the Company for the examination to take place there.
- Any goods replaced will belong to the Company.
- Exclusion / Limitation of our Liability to You
- With the exception of death or personal injury caused by the Company's negligence (for which there will be no limitation) the Company's liability to you is limited to the invoice value (not including VAT) of the goods which fail to comply with the express undertaking given in good faith in clause 7 above. You agree that, in return for the undertaking given in clause 7 all warranties, representations, guarantees, conditions and other terms implied by statute or common law which would be implied into a supply agreement by law are excluded.
- The Company shall not be liable to you by reason of any representation or any implied warranty, condition or other term or any duty at law or under the express terms of a supply agreement for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (whether or not caused by the negligence of the Company, its employees, agents or sub-contractors) which arise out of or in connection with a supply agreement.
- Force Majeure
- The Company will not be deemed to be in breach of this supply agreement if it is unable to comply with its contractual obligations because of any event, or circumstances, delay or failure which is in any way wholly or primarily beyond the Company's reasonable control or not due to the Company's act or default and in any such event or circumstance the Company will be entitled to extend the time for complying with its obligations under a supply agreement by a reasonable time and (if the Company is still no able to comply with its obligations after such reasonable extension) either party may thereafter terminate the supply agreement in question by written notice to the other.
- Intellectual Property Rights
- All copyrights, trademarks, patents and other industrial or intellectual property rights which may arise as a result of or be displayed or incorporated in, any written or printed material or any brochure which the Company may produce is either the Company's property or that of third parties and is not to be reproduced, used or exploited in any manner whatsoever. You will indemnify the Company from and against all costs, claims and liabilities which the Company may suffer or incur as a result of you using, reproducing or exploiting any such industrial or intellectual property rights without the consent of the proprietor.
- Termination and Communication
- A supply agreement will terminate immediately upon the happening of any one or more of the following events; your business has a bankruptcy order made against it or it makes an arrangement or composition with is creditors or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver, manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition is presented to any court for the winding-up of your business or for the granting of an administration order in respect of your business or any proceedings are commenced relating to the insolvency or possible insolvency of your business.
- A supply agreement will terminate immediately upon service of written notice of termination by the Company on you on the happening of any one or more of the following: your business suffers or allows any execution whether legal or equitable to be levied on its property or obtained against it, or fails to observe or perform any of its obligations or duties under a supply agreement or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or your business ceases to trade.
- The Company's rights contained in clause 5 (but not your rights) shall continue beyond the discharge of yours and the Company's primary obligations under a supply agreement consequent upon its termination.
- The termination of a supply agreement howsoever arising shall be without prejudice to the rights and duties of either you or the Company accrued prior to termination.
- All communications between the parties about a supply agreement must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile:
- (in case of communications to the Company) to its registered office or such changed address as shall be notified to you by the Company; or
- (in the case of he communications to you) to the registered office of the addressee (if it is a company) or (in any other case) to any address of your business set out in any document which forms part of a supply agreement or such other address as shall be notified to the Company by you.
- Communications shall be deemed to have been received:
- if sent by pre-paid first class post 2 days (excluding Saturdays, Sundays, bank and public holidays) after posting (exclusive of the day of posting);
- if delivered by hand, on the day of delivery;
- if sent by facsimile on a working day prior to 4.00p.m., at the time of transmission and otherwise on the next working day.
- A working day is a day from Monday to Friday except for Good Friday, Easter Monday, Christmas Day and any other statutory bank or public holiday.
- Data Protection
- At YASH International, we think there is too much junk mail. We do not want to add to it. We also think that the information that you give us is private and should remain so. You have trusted us with your information and trust should always be respected. We will never sell your details on and will only use that information to enable us to process your order and give a better and more personal service. By visiting this website you are accepting and consenting to the practices described in this Privacy Notice.
- Any personal information provided to or to be gathered by YASH International is controlled Primarily by YASH International limited, 45 - 47 Tudor Road, Harrow, Middlesex, HA3 5PQ. YASH International complies with the data protection act.
- The information we learn from customers helps us to personalise and continually improve your shopping experience. We use the information to handle orders, deliver products and services, process payments, communicate with you about orders, services and promotional offers, update our records and generally maintain your accounts with us.
- You can always choose not to provide information, even though it might be needed to make a purchase or to take advantage of selected special offers.
If you do not want to receive e-mail or other mail from us, please tell us and we will make sure you do not receive un-wanted email@example.comA selection option is available on the contact us and the check out pages.
- General Matters
- Time for performance of all obligations of the Buyer is of the essence.
- Each right or remedy of the Company under a supply agreement is without prejudice to any other right or remedy of the Company whether under this supply agreement or not.
- We both agree that these terms and conditions strike a reasonable balance between our respective interests. If any provision of either these terms and conditions or a supply agreement is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) it shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions shall not be affected.
- Failure by the Company to enforce or partially enforce any provision of a supply agreement will not be construed as a waver of any of its rights under this supply agreement.
- The Company may assign, license or sub-contract all or any part of its rights or obligations under a supply agreement without your consent.
- A supply agreement is personal to you and you may not assign, license or sub-contract all or any of your rights or obligations under a supply agreement without the Company's prior written consent.
- The parties to this supply agreement do not intend that any of its items will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
- The formation, construction, performance, validity and all aspects of a supply agreement are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.
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