"Softline" shall mean Softline UK Ltd of Unit 2, The IO Centre, Salbrook Road Industrial Estate, Salbrook Road, Salfords, Redhill, Surrey RH1 5GJ.
"The Customer" shall mean any person, company or firm entering into any contract for the provision of goods or services to which these Conditions shall apply.
1. Basis of the Contract
1.1 Softline shall provide and the Customer shall receive goods (''Goods'') in accordance with Softline quotations which are accepted by the Customer, or a written or telephone order of the Customer which is accepted by Softline, subject in either case to these Conditions, which shall govern the contract between the parties ("the Contract") to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Customer.
1.2 No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives of the Customer and Softline.
1.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Softline shall be subject to correction without any liability on the part of Softline.
2. Orders and specifications
2.1 All orders accepted by Softline shall be subject exclusively to these Conditions and no others.
2.2 The Customer shall be responsible to Softline for ensuring the accuracy of the terms of any, order submitted by the Customer.
2.3 The quantity and description of the Goods required shall be those set out in Softline's quotation, or pro forma invoice or written order form submitted by the Customer.
2.4 No order which has been accepted by Softline may be cancelled by the Customer except with the agreement in writing of Softline.
3.1 The price of the Goods shall be Softline's quoted price as described in Softline's quotation or where no price has been quoted (or a quoted price is no longer valid) the price listed in Softline's published price list current at the date of acceptance of the order. All prices quoted are valid for seven days only or until earlier acceptance by the Customer, after which time they may be altered by Softline without giving notice to the Customer.
3.2 Except as otherwise stated in any price list of Softline, and unless otherwise agreed in writing between the Customer and Softline, all prices for Goods are given by Softline on an ex works basis, and where Softline - agrees to deliver the Goods otherwise than at Softline's premises, the Customer shall be liable to pay Softline's charges for transport, packaging and insurance.
3.3 The price for any Goods is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to Softline.
4. Terms of payment
4.1 Softline must be in receipt of cleared funds for the total price of the Goods on the day the Goods are ready for delivery to the Customer.
4.2 In the case of Customers where special terms are agreed in writing :-
4.2.1 Softline shall be entitled to invoice the Customer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Customer or the Customer wrongfully fails to take delivery of the Goods, in which event Softline shall be entitled to invoice the Customer for the price at any time after Softline has notified the Customer that the Goods are ready for collection or (as the case may be) Softline has tendered delivery of the Goods.
4.2.2 The Customer shall pay the price of the Goods within thirty days of the date of Softline's invoice, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Customer. The time of payment of the price shall be of the essence of the Contract.
4.3 If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Softline, Softline shall be entitled to:
4.3.1 cancel the contract or suspend any further deliveries to the Customer:
4.3.2 appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and Softline) as Softline may think fit (notwithstanding any purported appropriation by the Customer); and
4.3.3 charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of four per cent per annum above Barclays Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
5.1 Delivery of Goods shall be made by Softline arranging delivery to such place as is notified to Softline by the Customer.
5.2 Unless specifically agreed in advance and in writing any dates quoted for the delivery of Goods are approximate only and Softline shall not be liable for any delay in delivery of Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by Softline in writing. The Goods may be delivered by Softline in advance of the quoted delivery date upon giving reasonable notice to the Customer.
5.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Softline to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
5.4 The Customer must notify Softline within five days of the date quoted for delivery if the Customer fails to receive delivery of the Goods on the date quoted for delivery of the Goods.
5.5 If the Customer fails to take delivery of Goods or fails to give Softline adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer's reasonable control) then, without prejudice to any other right or remedy available to Softline, Softline may:
5.5.1 store such Goods until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
5.5.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Customer for the excess over the price under the Contract or charge the Customer for any shortfall below the price under the Contract.
6. Risk and property
6.1 Risk of damage to or loss of the Goods shall pass to the Customer:
6.1.1 in the case of Goods to be delivered at Softline's premises at the time of collection;
6.1.2 in the case of Goods to be delivered otherwise than at Softline's premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when Softline has tendered delivery of the Goods.
6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall hot pass to the Customer until Softline has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by Softline to the Customer for which payment is then due.
6.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as Softline’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as Softline's property. Until that time the Customer shall be entitled to resell or use the goods in the ordinary course of its business, but shall account to Softline for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Customer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
6.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), Softline shall be entitled at any time to require the Customer to deliver up the Goods to Softline and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
6.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of Softline, but if the Customer does so all moneys owing by the Customer to Softline shall (without prejudice to any other right or remedy of Softline) forthwith become due and payable.
7. Warranties and liability
7.1 The Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer. The customer hereby acknowledges that any propriety rights in any Third Party Software supplied hereunder including but not limited to any title or ownership rights, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Third Party Software owner. The customer hereby acknowledges that it is the customer's sole responsibility to comply with any terms and conditions of licence attaching to Third Party Software supplied and delivered by Softline (including if so required the execution and return of a software licence). The Customer is hereby notified that failure to comply with such terms and conditions could result in the customer being refused a software licence or having the sale revoked by the propriety owner. The Customer further agrees to indemnify Softline in respect of any costs, charges or expenses incurred by Softline at the suit of a Third Party Software owner as a result of any breach by the customer of such conditions.
7.2 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.3 Any claim by the Customer, which is based on any defect in the quality or condition of the Goods where those Goods are items of computer hardware or computer software media only, shall (whether or not delivery is refused by the Customer) be notified to Softline within seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Customer does not notify Softline accordingly, the Customer shall not be entitled to reject the Goods and Softline shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered or performed in accordance with the Contract.
7.6 Except in respect of death or personal injury caused by Softline's negligence, Softline shall not be liable to the Customer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of Softline, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (or their use or resale by the Customer) except as expressly provided in these Conditions.
7.7 Softline in its absolute discretion may decide to take back Goods which are free from defects but which the Customer wishes to return to Softline on payment of a restocking fee on condition that the Goods are returned to Softline free from defects.
7.7.1 If Softline in its absolute discretion does decide to take back goods, then prior authority must be received from Softline with an appropriate Returns Materials Authorisation ( RMA ) number quoted. The Goods must be property packed and in their original packaging and must be in a saleable condition. Insofar as computer software is concerned, its return will not be accepted if the original packaging and/or seal has been opened or broken by the customer or if the goods are not in saleable condition.
7.7.2 If Softline nevertheless agrees to accept any goods in a non-saleable condition. Softline reserves the right to charge the cost to the customer of bringing the goods to a saleable condition.
7.7.3 The cost of returning the goods to Softline shall be borne by the Customer.
8. Insolvency of Customer
8.1 This clause applies if:
8.1.1 the Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
8.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
8.1.3 the Customer ceases, or threatens to cease, to carry on business; or
8.1.4 Softline reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
8.2 If this clause applies then, without prejudice to any other right or remedy available to Softline, Softline shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
9.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at the address shown overleaf or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
9.2 No waiver by Softline of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
9.4 The Contract shall be governed by the laws of England and the parties hereto submit to the exclusive jurisdiction of the Courts of England and Wales.