Terms and conditions of sale

1.     General
1.1   When the following words with capital letters are used in these Terms this is what they will mean:
“the Seller”                       Amplified Clothing Ltd
“the Purchaser”             the customer who wishes to purchase the Goods from the Seller.
“the Goods”                        the goods (including any instalment or any part thereof) supplied by the Seller to the Purchaser.
“the Contract”                    the comprised of the Order made by the Purchaser which has been accepted by the Seller.
“Forward Orders”              an order for Goods made at least one month prior to delivery by the Purchaser which has been accepted by the Seller.
“Order”                                a Forward Order or a Spot Order.
“Spot Orders”                    any order which is not a Forward Order.
“Terms”                               the terms and conditions set out in this document.
“B2B”                                   orders placed on our business to business platform
1.2   These Terms shall form the basis of the Contract between the Seller and the Purchaser and are the terms and conditions on which the Seller supplies the Goods to the Purchaser.  All orders are accepted by the Seller on the following terms.  No modification or variation of these Terms shall be effective unless confirmed in writing by an authorised Director of the Seller.  Previous dealings or agreements between the Seller and the Purchaser shall not vary or replace these terms in any way whatsoever.  In no circumstances shall any Terms and Conditions of Purchase of the Purchaser be of any application or accepted by the Seller unless confirmed in writing by an authorised Director of the Seller.
1.3   Any Order made by a Purchaser will be subject to acceptance by the Seller and the Seller reserves the right to amend any accidental error
and/or omission or quotation. Please ensure that you read these Terms carefully and check that the details of the Order to ensure they are complete and accurate.   
1.4   The Purchaser acknowledges that the Seller will not be bound by any Purchasing and Supply Terms and Conditions which the Purchaser
has in place at the time of the Order. 
2      The Prices
2.1   The price for the Goods is the price specified in the Contract.  The price for the Goods excludes delivery, transport, packaging or pre-retailing costs which will be added to the total amount due.  The Seller reserves the right to require payment by Standby Letters of Credits.
2.2   The Purchaser shall be liable for all value added tax, where applicable, payable on the Goods supplied by the Seller and any other taxes and duties in respect thereof.
2.3             The Seller reserves the right to apportion a percentage of the price of the Goods towards delivery, transport, packaging or pre-retailing costs incurred. 
3      Delivery and/or Collection Risk
3.1   Unless otherwise agreed, delivery of the Goods shall be effected by the Seller or its appointed independent carrier delivering the Goods to
the Purchasers premises or agent or when the Purchaser or any independent carrier of the Purchaser collects the Goods at the Seller’s
premises or any third party premises.
3.2   The Seller will use its reasonable endeavours to deliver the Goods on the quoted date.  All delivery dates/launch dates are given in good faith, are approximate only and may vary from time to time depending on current order volumes, work schedules, material availability or a particular characteristic of the Order placed.  Time of delivery shall not be of the essence.  The Seller will not be liable for any loss occasioned by or consequential on delay in delivery however caused.  The Goods may be delivered by the Seller in advance of the quoted date upon giving reasonable notice to the Purchaser.
3.3   Risk of damage to or loss of the Goods shall pass to the Purchaser on delivery or collection, as applicable.
3.4   In the event that delivery of the Goods are delayed pursuant to the Purchasers instructions or by any cause which in the opinion of the
Seller is beyond reasonable control of the Seller, an extension of time for delivery shall be granted but the Seller shall have the right to invoice the Purchaser and the Purchaser shall pay for the Goods so delayed.  For the avoidance of doubt, the provisions of condition 7.2 relating to interest shall apply to any late payment of sums due under this condition.
3.5   The Seller shall be entitled to make part deliveries of any quantity of the Goods and to render invoices for payment in respect of all
deliveries so made.  The Purchaser shall be bound to accept and pay for such part deliveries as though made under separate
Contracts.  Where delivery is made by instalments, each instalment shall be deemed to be the subject of a separate Contract, each on these
Terms, and any default by the Seller or damage to, defects in or loss in respect of any instalments shall not affect the balance of the Contracts
nor entitle the Purchaser to refuse to accept delivery of the remaining instalments or to cancel any other Contract.  This is applicable for both    
Forward and Spot Orders. 
3.6   It shall be the responsibility of the Purchaser to take delivery of the Goods when offered by the Seller or the Seller’s nominated carrier.  The
Purchaser must also give the Seller adequate delivery instructions on or before the quoted delivery date.  If the Purchaser fails to take the
delivery of the Goods or fails to give the Seller adequate delivery instructions (otherwise than by reason of any cause beyond the Purchaser’s
reasonable control or by reason of the Seller’s fault) then the Seller in its sole discretion may:-
(i)               store the  Goods until actual delivery and charge the Purchaser for the reasonable costs of storage (including insurance); or
(ii)              sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) charge the Purchaser for any shortfall below the price specified in the Contract.
3.7  If the Purchaser is ordering on an FOB basis, all margin or commission invoices must be settled before collection can take place.  Once collection has been made by the Purchaser, any issues regarding shortages/delays must be dealt with by the Purchaser and their carrier/shipper.  The Purchaser acknowledges and accepts any quantities signed for by their shipping agent equate to the amount of Goods the margin or commission invoices will be calculated and payable on. The Purchaser owns the Goods once the Seller has received payment in full for them from the Purchaser. 
4     Specification of Goods
4.1  All descriptions and other details provided in relation to the Goods are subject to confirmation by the Sellers and may be changed without
notice.  All sizes are approximate “to fit” sizes and are given as a general guidance only.  Colours, shades, materials and sizes of goods may
vary to a minor extent from those illustrated or shown.
4.2  Where the Purchaser provides a verbal or written order the Seller relies upon the Order containing the correct information and reserves the
right to refuse to take back Goods which are ordered in error or are no longer required.
4.3 The Purchaser acknowledges and agrees that any Order of Goods will be delivered subject to availability.
5     Force Majeure
5.1  The Seller shall not be liable to the Purchaser for any loss or damage suffered by the Purchaser directly or indirectly as a result of the
Seller’s failure or delay where such failure or delay is caused by any occurrence or happening or series of occurrences or happenings beyond
the reasonable control of the Seller.
6     Discretion to Decline to Supply
6.1 The Seller reserves the absolute discretion as to whether to supply Goods to the Purchaser in accordance with its Policies from time to
time and which will be dependent on issues of credit worthiness, distribution criteria, quantity and reliability of orders and such other factors as
the Seller considers relevant.
6.2  The Seller shall not be obliged to give any reason to the Purchaser as to why it will not supply or continue to supply Goods to the
7     Payment
7.1 Unless otherwise agreed in writing by the Seller payment of the Goods is due 30 days from the date of the Seller’s invoice, subject to the Seller securing suitable credit insurance on the Purchaser under its existing Credit Insurance Policy.  In the event such cover cannot be secured the Purchaser will have to provide suitable payment guarantees to the Seller in the form of a pro-forma payment or a Bank
Guarantee or Standby Letter of Credit. The time of payment for the Goods shall be of the essence of the Contract.
7.2  The Purchaser agrees to pay interest on any sums outstanding after the due date for payment of the Goods at the rate of 3% per cent per
month above the Bank of England base rate.
7.3  In addition to the Sellers right to interest under sub-clause 7.2, if payments due to the Seller are not made, the Seller reserves the right to:-
(i)               cancel or suspend the Contract and any other Contract existing between the parties at the date of such default without being liable for consequential loss;
(ii)              appropriate any payment made by the Purchaser to such of the Goods (or Goods supplied under any other Contract between the Purchaser and the Seller) as the Seller may think fit;
(iii)             recover from the Purchaser compensation for any loss sustained,
(iv)             to require the Purchaser to make immediate payment of monies outstanding under any other Contracts.
(v)             to reclaim and to disallow any given discounts.
(vi)             the Seller reserves the right to claim Interest under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended from time to time) if this is greater than the amount in 7.2
7.4  The Purchaser shall not be entitled to withhold payment of any amount payable under the Contract due to any dispute or claim nor shall the
Purchaser be entitled to off-set against any amount payable under the Contract.
7.5 Unless otherwise advised by the Seller in writing, Payments by Purchasers should be made by a BACS transfer wherever possible.  Our Bank Account details will be included on all invoices. 
7.6 The Purchaser agrees to indemnify the Seller in full against all costs, expenses and outgoings incurred by the Seller in obtaining payments from the Purchaser in the event that a failed payment occurs. 
8     Retention of Title
8.1  Notwithstanding delivery of the Goods the ownership of and title to all goods will remain with the Seller until payment in full of all sums due
to the Seller by the Purchaser is made in respect of all Goods supplied under any Contract now or in the future existing between the Seller and
the Purchaser.
8.2 Until ownership of and title to the Goods has passed to the Purchaser:
(i)      the Seller may, at any time, require the Goods to be returned failing which the Seller shall be entitled to enter the premises of the Purchaser, or
(ii)     any third party where the Goods are stored to take possession of the Goods without prejudice to the obligation of the Purchaser to make
(iii)    payment for the Goods and to any other rights available to the Seller by statute or at common law;
(iv)    the Purchaser shall hold the Goods on a fiduciary basis as the Seller’s bailee;
(v)    the Purchaser shall store the Goods (at no cost to the Seller) separately from all other goods owned by the Purchaser or any third parties in such a way that they are properly stored, protected and insured and identified as the Seller’s Goods;
(vi)    the Purchaser shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
(vii)   the Purchaser shall maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks
(viii)  to the Seller’s reasonable satisfaction. On request the Purchaser shall produce the policy of insurance to the Seller; and the Purchaser shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remains in the ownership of the Seller, but if the Purchaser does so all monies owing by the Purchaser to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8.3 The Purchasers right to retain possession of the Goods and to sell the same shall terminate and the Purchaser shall deliver the Goods to
the Seller on the occurrence of any of the following:-
(i)               the Purchaser becoming insolvent;
(ii)              on the appointment of a receiver, liquidator (including a Provisional Liquidator) or administrator;
(iii)             if the Purchaser fails to make payment for the Goods on the due date or shall otherwise be in breach of the Contract and the Seller has served notice terminating the Purchasers right of possession and sale; or
(iv)             if any diligence shall be effected against the Purchaser’s property or assets or if the Purchaser shall make any offer to make any arrangements or composition with creditors.
8.4   The Seller shall be entitled to maintain an action for the price of any Goods notwithstanding that title to them has not been passed to the Purchaser.
8.5  The Seller shall be entitled to recover payment for the goods notwithstanding that ownership of any of the Goods has not passed from the Seller to the Purchaser.
8.6  The Purchaser grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Purchaser’s right to possession has terminated, to recover them.
8.7  Where the Seller is unable to determine whether any goods are the Goods in respect of which the Purchaser’s right to possession has terminated, the Purchaser shall be deemed to have sold all goods of the kind sold by the Seller to the Purchaser in the order in which they were invoiced to the Purchaser.
8.8  The Seller’s rights under these Terms shall remain in effect notwithstanding the termination of any Contract or agreement or relations between the Seller and the Purchaser.
9      Onward Sale of Goods
9.1   Subject to clause 9.2, the Purchaser shall not make any onward sale of the Goods to persons outside of the United Kingdom and Eire unless it is agreed in writing by a director or they are an approved international customer. 
9.2   In the case of any proposed sale of Goods by the Purchaser to persons in the European Economic Area, clause 9.1 shall not apply in respect of any passive sales where a person has approached the Purchaser of its own volition and the Purchaser has taken no active steps to procure the approach or any subsequent sale.
9.3   The Purchaser shall only advertise for sale Goods that it has in stock.
10    Duty to Inspect/Claims
10.1 Claims for patent defects in the material or workmanship or shortage in the Goods must be notified to the Seller within three days of
delivery.  Claims for latent defects in the materials or workmanship in the Goods must be notified to the Seller within 1 month of the date of
delivery.  In the event that the Purchaser establishes to the Seller’s reasonable satisfaction that the Goods are not in accordance with the
Contract or sample shown or are defective in materials or workmanship, the Purchaser’s sole remedy shall be limited to replacement of the
Goods (on authorisation by an authorised representative of the Seller) or refund of the price against return of the Goods.
10.2 The Seller shall have no liability for any damage or loss incurred by the Purchaser in respect of the Goods if they have been made up or processed wrongly in any way.
11.   Returns
11.1 As per the Sellers “Returns Policy” which the Seller reserves the right to vary at their discretion, Goods can only be returned with the prior written agreement of the Seller or the approval of an authorised representative of the Seller.  Any request for return must be by letter, telephone or email stating the reason for return and the quantity of goods to be returned.  No credit can be considered unless proof of return is provided or for Goods returned unauthorised.  Any faulty or damaged Goods must be accompanied by a legible written statement containing full details of the items being returned and the fault or damage of each product concerned.  The Company reserves the right to charge a restocking fee.
11.2 Once a return has been approved by the Seller, the Purchaser must advise the Seller how the goods will be returned.  The Goods will not be credited until they have been received back in our warehouse and checked by our returns team.
12    Cancellation of Contract
12.1 Forward and Spot Orders may not be cancelled without the prior written consent of an authorised person on behalf of the Seller.  The Purchaser shall indemnify the Seller against all loss, damage claims or actions arising out of breach of this cancellation condition.
13    Intellectual Property Rights
13.1 The Seller acknowledges that no Intellectual Property Rights in relation to the Goods shall be owned by the Seller.  For the purposes of this condition “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright, brand logos and related rights, trademarks, service marks, trade, business and domain names, rights in trade, dress or get up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in  computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
13.2 Unless otherwise permitted by the Patents Act 1977, the Trade Marks Act 1994 or the Copyright Designs and Patents Act 1988, use of the Intellectual Property on any website, communication, or in store POS is prohibited without the prior written approval of the Seller, not to be unreasonably withheld. Permission will only be granted by the Seller if such use adheres to existing format and uses or format and uses approved by the Seller from time to time. 
13.3 Notwithstanding any approval given by the Seller pursuant to clause 13.2, the Purchaser shall not be permitted to use any Intellectual Property Rights for the purposes of any pay-per-click, banner or aggregated advertising unless agreed in writing by a Director. 
14    Liability
14.1 All descriptions, representations, specifications, samples, colours, illustrations and other particulars furnished or made orally by us or in catalogues, trade literature, price lists or other documents issued by us are given for general information purposes only and you acknowledge that you are not entering into any agreement in reliance upon any such description, representation, specification, sample or any other statement, representations, assurance or warranty made in relation to any other matter.
14.2 Except to the extent specifically provided for in these Terms, we shall not be liable for any loss (including loss of profits), damage or
injury however caused or arising (whether by our negligence or otherwise) from any defect in, failure in, or unsuitability for any purpose of the
14.3 We shall not in any event be liable for any indirect or consequential loss (including loss of profits) whatever and however caused.
14.4 Where the Unfair Contract Terms Act 1977 applies, nothing in these Conditions shall exclude or restrict any liability for death or personal
injury resulting from our negligence, as that expression is defined in section I of that Act.
15    Confidentiality
15.1 Both the Seller and the Purchaser will each keep confidential all information which is not already in the public domain and which is of a
commercially sensitive nature which might reasonably be regarded as confidential (“Commercial Information”) and will not without the other
party’s prior written consent disclose to any third party any technical or Commercial Information which it has acquired from the other as a result
of discussions, negotiations and other communications between them relating to the Goods or the Contract.
16    Miscellaneous
16.1 If any provision hereof, or a part of any provision is or becomes illegal, invalid or unenforceable in any respect, the remaining provisions
and parts shall remain in full force and effect.
16.2 Any notice to be given hereunder must be in writing by recorded delivery post to the registered office of the Seller marked “Notice for the
attention of The Directors – Amplified Clothing Ltd Conditions of Sale”. 
16.3 No waiver by the Seller of any breach of the Contract or of these Terms shall be considered as a waiver of any subsequent breach of
the same or of any other provisions.
16.4 No variation of, or addition to, these Terms shall take effect unless agreed in writing by the Seller and the Purchaser.
16.5 The Purchaser shall indemnify the Seller and keep the Seller indemnified in respect of all claims arising directly or indirectly out of the Purchaser’s use or possession of the Goods except to the extent to which any claim arises directly as a result of the Seller’s breach of the Contract.
16.6 The Purchaser shall indemnify the Seller and keep the Seller indemnified in respect of all loss, damage or extra cost incurred by the Seller by virtue of any request, instruction, omission to instruct, cancellation or any other action on the Purchaser’s part or on the part of its agents or contractors which is not in accordance with the Contract.
16.7 The Contract and the construction thereof are governed by Scottish/English law and the Seller and the Purchaser submit to the exclusive jurisdiction of the Scottish/English Courts insofar as not already subject thereto. 
16.8 Please ask our Customer Services Department for details on carriage charges or small order fees
Please sign and date to accept these terms and conditions then return one copy to Head-Office:  
Amplified Clothing Ltd, Yard Road, BLAIRGOWRIE.  PH10 6NW
Company Name       _________________________________________________________
Signed:                      _________________________________________________________
Name:                        _________________________________________________________
Position:                    _________________________________________________________
Company:                 _________________________________________________________
Date:                          _________________________________________________________