These conditions of Sales override any clauses in the Buyers Order and in any other communication if in conflict therewith.
FORMATION OF CONTRACT
In these conditions references to the Company shall mean Northern Diver (International) Limited and its subsidiaries. All offers, quotations and acceptances by the Company shall be deemed to incorporate these terms and conditions.
No variation of, or addition or substitution for these terms shall be binding on the Company .No agent employee or representative of the Company other than the Directors have the authority to vary these terms. Any terms and conditions printed on the customer’s order forms are binding only in so far as they are not at variance with these and any other terms and conditions. The contract is deemed to be made within the Borough of Wigan and any claims will be dealt with in the Wigan County Court.
All prices are ex-works quoted. The company reserves the right to alter the prices or the terms offered to any buyer without notice. Prices and terms shall be those ruling at the date of dispatch.
Unless otherwise stated, payment is strictly to be made within 30 days of the date of the invoice for the goods. In the event of default in payment, the company reserves the right to charge interest to the customer at the rate of 6% per annum
Above the Bank of England base rate on the unpaid balance. Such interest to accrue on a day by day basis from the due date of payment (as well as before any judgment) to the date of payment. The proprietors, Directors and partners in the buyers are solely responsible for the payment in full for goods and services supplied by the Company.
Time for delivery is given as accurately as possible, the customer shall have no rights to damages or to cancel the order for failure, for any cause to meet any delivery time stated. Goods shall be deemed to be delivered when they arrive at
the Customers premises and are accepted by the customer. Such acceptance being without prejudice to any right of rejection that may accrue to the customer under these terms and conditions.
PROPERTY & RISK- RETENTION OF TITLE
Ownership of the goods remains with Northern Diver (International) Limited and will not pass to the buyer until one of the following has occurred:
1. The customer has paid for all the goods and no other amounts are owed by the Customer to Northern Diver (International) Limited in respect of other goods
Supplied by the seller.
2. The buyer sells the goods in accordance with these conditions in which case ownership of the goods shall pass to the buyer immediately before the goods are delivered to the buyer’s customer. If the buyer is overdue in paying for the goods Northern Diver (International) Limited may, if still the owner of the goods, recover and resell them, Northern Diver (International) limited may enter the customers premises for this purpose and may, if necessary remove the goods. The buyer must store the goods separately from any other goods until one of the following events occurs:
All property and materials supplied by Northern Diver (International) Limited remain the property of the Company until the buyer has paid Northern Diver (International) Limited for the goods and other goods which Northern Diver (International) Limited has supplied to the buyer;
3. If the buyer sells the goods, the buyer shall hold the proceeds of sales on trust for Northern Diver (International) Limited in a separate bank account.
Northern Diver (International) Limited may trace the proceeds of sale that the buyer receives into any bank or other account which the buyer maintains.
If the buyer sells the goods, Northern Diver (International) Limited may, by written demand, require the buyer to assign to Northern Diver (International) Limited the buyers right to recover the price from its purchaser.
The buyer must not assign to any other person any rights arising from a sale of the goods without Northern Diver (International) Limited written consent.
The buyer must insure the goods against all insurable risks for the price due to Northern Diver (International) Limited for the goods.
If the goods are destroyed by an insured risk before the buyer has paid for them, the buyer shall hold the insurance proceeds as Northern Diver (International) Limited trustee.
No liability is accepted for any direct , indirect costs, damages or expenses relating to damage to property or injury or loss of person, firm or company or for any loss of profits or production arising out of or occasioned by any defect in or failure of goods or materials or parts thereof supplied by the company. Northern Diver (International) Limited’s liability, whether in one claim or in the aggregate, arising out of any contract shall not exceed the purchase price payable under the contract.
GOODS LOST OR DAMAGED IN TRANSIT
No claim can be entertained, unless notification in writing, within 24 hours of delivery of the goods, has been received by the company, in the event of any shortage or damage, and within 3 days of receipt of invoice (If the goods have not been delivered) otherwise the goods shall be deemed to have been accepted by the customer as being in good order and in conformity with the contract.
The company warrants all goods manufactured to be free from defects in materials and workmanship.
Made to measure suits can be exchanged for a period of 5 days from receipt by the customer if the fit of the suit is not up to the customers expectations, but a 10% handling charge will be levied if on inspection the customer or trader is at fault for incorrect measurements.
Northern Diver (International) Limited sole liability under such warranty will be limited to replacing, repairing or issuing credit at its option for any goods which within six months of delivery are returned carriage paid to the company and which the company accepts as having been defective in materials and or workmanship.
The company shall incur no liability under this warranty:
Unless the company is promptly notified in WRITING upon discovery of any defects by the customer within 5 days.
For any goods in which the alleged defect is found on examination to have been caused whole or in part by misuse neglect, incorrect storage or application, alteration or accident or are due to normal wear and tear.
Incorrect fit of suits when it is found that Northern Diver (International) Limited have received incorrect size measurements.
If an item is used /dived with etc then it is deemed that the customer is happy with the product and accepts the fit /quality.
For any transport, removal labour or other costs.
For any proprietary or other goods not manufactured by the company, but the company will use its best endeavours to pass on to the customer the benefit of any claim made by the company and accepted by the manufacturer of such goods under warranty given by the manufacturer.
For any unit or part submitted to the company for a test or report.
THIRD PARTY CLAIMS
The customer shall indemnify Northern Diver (International) Limited against all damages penalties costs and expenses arising out of the infringement of any patent , registered design or trade mark (or any claim for such infringement) resulting from the manufacture of goods to the customers own drawings, designs , instructions or specification. The customer shall keep the company fully indemnified in respect of any such claims which may be made against the company by any third party (which expression shall include servants and agents of the customer) arising out of the supply of any goods howsoever such may arise.
Where any trade descriptions or other indication or representation is applied to any goods at the customers request, the customer warrants that the same will be true and accurate in all respects and that the supply, or offer of supply of any such goods by any person, will not give rise to an offence by the company under the Trade Descriptions Act 1968.
RETURN OF GOODS
Goods supplied in accordance with the buyers orders may later be returned to the company only with the company’s permission in WRITING. For standard stock items, the buyer will be required to pay a company handling charge of 10% of the list price of such returned goods. In case of special items the handling charge will depend on the value to the company of the returned goods.
The contract will be deemed to be subject to the Law of England.