Terms and Conditions
The following terms and conditions shall apply to all contracts concluded by Kadam Shoes in respect of the supply of goods sold by it to the exclusion of all other terms and conditions whether express or implied.
Goods are supplied by Kadam Shoes only upon the subject to these terms and conditions except as may be expressly varied by Kadam Shoes in writing. Any concession or waiver made by Kadam Shoes at any time shall not prejudice the exercise of its rights hereunder.
1. Definitions
1.1 The “buyer” or “customer” means the persons or company who is the customer of the seller.
1.1a. The “seller” or “company” means Kadam Shoes.
1.1b.“Conditions” means the Conditions of Sale set out in this document and any special conditions agreed in writing by the seller and accepted by the buyer.
2. Prices
2.2 The price quotation excludes VAT (unless otherwise stated). VAT will be charged at the rate applicable at the time of delivery.
2.3 The prices quoted are valid for 30 days from the date on the order form (unless otherwise stated).
2.4 The price quoted does not include delivery charges (unless otherwise stated)
2.5 The price quoted is an illustrative estimate only (unless otherwise stated) and the price charged will be the current price charged at the time of delivery.
2.6 Kadam Shoes may adjust the price anytime before delivery to allow for any increase in the cost of supplying the goods.
3. Delivery
3.1 All delivery times quoted are estimates only and will be confirmed by the company nearer to the time of expected delivery.
3.2 Should delivery be delayed due to events beyond the company’s control (e.g. action by governmental authorities, operational failures, lack of raw materials, labour disputes) the delivery times shall be altered accordingly. If for the same reason, delivery becomes impossible, we will not be obliged to deliver.
3.3 If goods for delivery in the United Kingdom do not arrive within 10 days from the date of invoice, the buyer must immediately notify the company in writing of such non-delivery. Failure to do so will result in loss being borne solely by the buyer.
4. Risk
4.1 The goods are at customer’s risk from the time of delivery.
4.2 Delivery takes place either:
4.2.1 At our premises (if the customer is collecting them or arranging carriage)
4.2.2 At your premises or address specified by you (if we are arranging carriage)
4.3 The Customer must inspect the goods on delivery. If any goods are damaged or not delivered, the customer must write to tell us within 7 days of delivery. The customer must offer us to inspect the damaged goods.
5. Warranties
5.1 We warrant that the goods:
5.1.1 comply with the description on our order confirmation form;
5.1.2 are free from material defect at the time of delivery (as long as you comply with clause 5.3)
5.2 We give no other warranty (and exclude any warranty, terms or conditions that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
5.3 If you believe that we have delivered goods that are defective in materials or workmanship, you must:
5.3.1 Inform us (in writing) , with full details as soon as possible; and
5.3.2 Allow us to inspect the goods at your premises.
5.4 If the goods are found to be defective in material or workmanship (following our inspection and investigations) and you have complied with the conditions (in clause 5.3) in full, we will (at our discretion) repair the goods, replace the goods or refund the price.
5.5 We are not liable for any other loss or damage arising from the contract or the supply of goods or their use, even if we are negligent, including:
5.5.1Direct financial loss, loss of profits or loss of use; and
5.5.2 Indirect or consequential loss
5.6 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
6. Specifications
6.1 If we prepare the goods according to your specifications or instructions you must ensure:
6.1.1 That the specification or instructions are accurate;
6.1.2 Goods prepared in accordance with those specifications or instructions will be fit for that purpose for which you intend to use them; and you specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
6.2 We reserve the right to
6.2.1 make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirement; and
6.2.2 to make without notice any minor modification in our specification we may think necessary or desirable.
7. Payment Terms
7.1 You will be expected to pay for the goods on pro forma invoice basis. The goods will only be delivered on receipt of cleared funds.
7.2 If you have an approved credit account, payment will be due no later than 30 days after the date of invoice unless otherwise agreed in writing.
7.3 If you fail to pay us in full on the due date we may
7.3.1 suspend or cancel any future deliveries
7.3.2 Charge you interest at the rate of 3% above base rate under Section 6 of the Late Payment of Commercial Debts (interest) Act 1988 (hereinafter referred to as “the Act”) calculated on a daily basis from the date of invoice up to the date of payment.
7.3.3 Claim fixed sum compensation from you under Section 5A of the Act to cover our credit control overhead costs.
7.3.4 Recover (under clause 7.7) the costs of taking legal action to make you pay.
7.4 If the customer has an approved credit account, the company may withdraw or reduce customer’s credit limit or bring forward your due date for payments. We can do this at any time without giving any kind of notice.
7.5 You do not have the right to set off any money you may claim from us against anything you may owe us.
7.6 While you owe money to us, we have a lien on any of your property in our possession.
7.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities, we may incur (directly or indirectly including financing costs, including legal costs on a full indemnity basis and the cost of instructing a debt recovery agency to recover a debt due to us if any) following any breach by you of any of our obligations under these Terms.
7.8 Time of payment shall be the essence of the contract.
8. Cancellation
8.1 Customers may not cancel the order unless agreed by the seller in writing
8.2 If the customer cancels the contract, the customer will have no right for making any further claims against the company under that contract.
8.3 If the order is cancelled (for any reason) you will be obliged to make payment for stock (finished or unfinished) that we may hold (or to which we are committed) for the order.
8.4 We may cancel or suspend the order, by written notice if:
8.4.1 You fail to pay us any money when due (under the order or otherwise);
8.4.2 You become insolvent
8.4.3 You fail to honour your obligations under these terms.
9. Passing of Title
9.1 Until you pay all debts that are due to us:
9.1.1 All goods supplied to us remain our property and you must store them so that they are clearly identifiable as our property.
9.1.2 You must insure the goods (against the risk of which a prudent owner would insure them) and hold the policy on trust for us.
9.1.3 You may use those goods and see them in the ordinary course of your business, but not if
9.1.3.1 we revoke that right (by informing you in writing); or
9.1.3.2 you become insolvent
9.2 You must inform us immediately (in writing) if you become insolvent.
9.3 If your right to use and sell the goods ends, you must allow us to remove the goods.
9.4 We have your permission to enter premises where the goods may be stored:
9.4.1 At any time, to inspect them; and
9.4.2 After your right to use and sell them ended, to remove them, using reasonable force if necessary.
9.5 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
9.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
10. Export Terms
10.1 Clause 10 of these terms applies (expect to the extent that it is inconsistent with any written agreement between us) where we supply the goods over an international border or overseas.
10.2 The ‘Inco Terms’ of the international chamber of commerce which are in force at the time when the contract is made apply to export, but these terms prevail to the extent that there is any inconsistency.
10.3 Unless otherwise agreed the goods are supplied ex works our place of manufacture.
10.4 Where the goods are to be sent to you by a route including sea transport we are under no obligation to give notice under section 32(3) of the Sale of Goods Act 1979.
10.5 You are responsible for arranging the inspection of the goods at our premises before shipment (unless otherwise agreed in writing). We are not liable for any defects in the goods which would be apparent on inspection unless a claim is made before shipment. The company will not be liable for any damage during transit.
10.6 We are not liable for death or personal injury arising from the use of the goods delivered in the territory of another State (within the meaning of s.26 (3) (B) Unfair Contract Terms Act 1977).
11. Waiver and Variations
11.1 Any waiver or variations of these terms is binding in honour unless:
11.1.1 Made (or recorded) in writing;
11.1.2 Signed on behalf of each party; and
11.1.3 Expressly stating an intention to vary these terms
11.2 All orders that you place with us will be on these terms (or any we may issue to replace or add to them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
12. Force Majeure
12.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
12.2 Examples of those circumstances include Act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
13. General
13.1 English Law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
13.2 If you are more than one person, each of you has joint and several obligations under these terms.
13.3 If any of these terms are unenforceable as drafted:
13.3.1 It will not affect the enforceability of any other terms; and
13.3.2 It would be enforceable if amended, it will be treated as so amended.
13.4 We may treat you as insolvent if;
13.4.1You are unable to pay your debts when due; or
13.4.2 You (or any item of your property) become the subject of :-
13.4.2.1 Any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium or bankruptcy);
13.4.2.2 Any application or proposal for any informal insolvency procedure; or
13.4.2.3Any application, procedure or proposal overseas with similar effect or purpose.
13.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their content form no part of a contract between us and you. Therefore you should not rely on them in entering into any contract with us.
13.6 Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post, email or fax) the others Registered Office or principal place of business. All such notices must be signed.
13.7 No contract will create any right enforceable (by virtue of the Contract Rights of the Third Party Act 1999) by any person not identified as the buyer or seller.
13.8 The only statements upon which you may reply in making the contract with us are those made in writing by someone who is our authorised representative and either:
13.8.1contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
13.8.2which expressly state that you may reply on them when entering into the contract. Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
13.9 Data Protection Act: We may transfer information about you to our Bankers/Financiers for the purposes of providing services and also for the following:
13.9.1 obtaining credit insurance
13.9.2 making credit reference agency searches
13.9.3 credit control – assessment and analysis
13.9.4 securitisation
13.9.5 protecting our interests