1 a. Unless otherwise specifically agreed in writing by Workwear (East Anglia) Ltd Limited ("Workwear (East Anglia) Ltd"), all quotations and contracts for the supply of goods by Workwear (East Anglia) Ltd are made upon these Conditions of Sale ("the Conditions") which shall at all times override any terms and conditions which the purchaser of such goods ("the Purchaser") imposes or seeks to impose.
b. Delivery of any goods following a quotation for supply made by Workwear (East Anglia) Ltd will be made only upon the Conditions. Orders are accepted subject to the Conditions.
c. Any variation must be approved by an authorised Workwear (East Anglia) Ltd employee and be in writing. Any quotation or estimate is given subject to the Conditions.
d. “The Contract” means any contract made between the parties that incorporates the Conditions.
2. Payment Terms
a. Terms of payment are 30 days from the date of invoice and in default Workwear (East Anglia) Ltd shall be entitled without notice to the Purchaser (even if the Purchaser has a contract with a third party) to: i. terminate any outstanding order or quotation; ii. withhold and/or suspend supplies; or iii. reduce the Purchaser's credit limit.
b. Workwear (East Anglia) Ltd shall also be entitled, at their discretion, to receive payment of any and all monies in respect of goods supplied whether these monies would ordinarily be due for payment at that time or not.
c. In addition, Workwear (East Anglia) Ltd shall be entitled to charge the Purchaser interest on the amount unpaid at the rate of 8% above HSBC Bank Plc base rate until payment in full is made and the Purchaser will indemnify Workwear (East Anglia) Ltd in respect of all costs incurred by Workwear (East Anglia) Ltd in recovering payment, including the cost of instructing Solicitors.
d. No payment shall be deemed to have been received until Workwear (East Anglia) Ltd has received cleared funds.
e. In the event that the Purchaser tenders payment by cheque and the cheque is subsequently returned by the Purchaser's Bankers unpaid, the Purchaser will also indemnify Workwear (East Anglia) Ltd in respect of all resulting bank charges incurred by Workwear (East Anglia) Ltd.
f. The Purchaser shall make all payments due under the Contract without any deduction whether by way of setoff, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by Workwear (East Anglia) Ltd to the Purchaser.
3. Retention of Title
a. Although risk in the goods supplied passes to the Purchaser on delivery, legal title in such goods shall not pass to the Purchaser until Workwear (East Anglia) Ltd has received in cleared funds the full price payable for such goods and all other goods supplied by Workwear (East Anglia) Ltd to the Purchaser for which payment is then due.
b. Until legal title passes, the Purchaser shall hold the goods as Workwear (East Anglia) Ltd's fiduciary agent and bailee and shall keep them properly protected, insured and stored separately from any other goods (whether or not supplied by Workwear (East Anglia) Ltd). Until that time the Purchaser is entitled to resell or use the goods in the ordinary course of its business but shall account to Workwear (East Anglia) Ltd for the proceeds of sale and pending payment shall hold such proceeds on trust for Workwear (East Anglia) Ltd absolutely.
c. The Purchaser's right to resell or use the goods shall terminate automatically on the occurrence of any event set out in Condition 10 and/or if any sum owed to Workwear (East Anglia) Ltd by the Purchaser is not paid when due.
d. Until such time as legal title in the goods passes to the Purchaser Workwear (East Anglia) Ltd may at any time require the Purchaser, its liquidator, receiver or administrator to return the goods and/or may repossess the goods by entering upon any premises of the Purchaser or any third party where the goods are reasonably believed to be stored.
e. In addition and without prejudice to any other right or remedy available to Workwear (East Anglia) Ltd, if the Purchaser is in breach of the payment terms or of any of its obligations under this clause, Workwear (East Anglia) Ltd shall be entitled to: i. cancel the Contract; ii. suspend further deliveries; or iii. terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of this action. f. Workwear (East Anglia) Ltd reserves the right at any time before title in the goods has passed to the Purchaser to require the Purchaser to deliver up the goods if any of the events specified in Condition 10 occurs.
4. Small Order Charge
a. A small order charge of £4.96 (excluding VAT) will be applied at Workwear (East Anglia) Ltd's option, if the order value is below £75.