Madeira UK LLP
For questions, please contact:
MADEIRA UK LLP
12 Hallikeld Close
Barker Business Park
Telephone: +44 1765 641700
Fax mail: +44 1765 641707
Terms & Conditions of Trading (B2B sales only)
1. Application of these Conditions
1.1 These terms and conditions (the ‘Conditions’) apply to and form part of the contract between us and you. They supersede any previously issued terms and conditions of purchase or supply. These Conditions apply to the purchase of goods online, via email, letter, telephone, fax or in person.
1.2 No variation of these Conditions or to an order or to the contract shall be binding unless expressly agreed in writing and signed by us.
1.3 Each order by you to us shall be an offer to purchase the goods subject to these Conditions.
1.4 We may accept or reject an order at our discretion. An order shall not be accepted, and no binding obligation to supply any goods shall arise until we despatch the goods or we notify you the goods will be delivered or are ready for collection.
1.5 Rejection by us of an order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by you.
1.6 We may issue quotations to you from time to time. Orders placed in accordance with our quotations are still subject to acceptance by us in accordance with Condition 1.4.
1.7 Marketing and other promotional material relating to the products are illustrative only and do not form part of the contract.
2. How to place an order online
2.1 Your representative must be 18 years of age or older.
2.2 To set up an account, please visit our website - https://shop.madeira.co.uk/
Please note, we do not supply directly to consumers, only to registered businesses.
2.3 The online shop offers the facility to order from our complete product line, 24 hours per day, 7 days per week and 52 weeks of the year. Despatch will take place Mondays to Fridays, during the times stated and excluding public holidays and our Christmas closedown.
2.4 Your invoice receipt will be emailed to your specified accounts’ correspondence email address.
2.5 We also take orders via email, letter, telephone, fax or in person. Please contact us for details about how to place an order using those methods.
3.1 Prices quoted exclude VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of despatch or collection.
3.2 The price quoted excludes delivery charges (unless otherwise stated).
3.3 The price for the goods shall be as set out on your online account, or in default of such provision, shall be calculated in accordance with our scale of charges in force from time to time.
3.4 Rates of tax and duties on the goods will be those applying at the time of despatch or collection.
3.5 At any time before despatch we may adjust the price to reflect any increase in our costs of supplying the goods.
3.6 All prices quoted are wholesale, intended for commercial embroiderers.
4. Payment terms
4.1 For all order channels, you are to pay us in cash, by PayPal, by credit/debit card or in cleared funds prior to despatch or collection (to our nominated bank account), unless you have an approved credit account.
4.2 If you have an approved credit account, payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing.
4.3 If you fail to pay us in full on the due date we may:
4.3.1 suspend or cancel future deliveries;
4.3.2 cancel any discount offered to you;
4.3.3 charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998:
a. calculated (on a daily basis) from the date of our invoice until payment;
b. before and after any judgment (unless a court orders otherwise);
4.3.4 claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and/or
4.3.5 recover (under Condition 4.7) the cost of taking legal action to make you pay.
4.4 If you have an approved credit account, we may set and vary credit limits from time to time, withhold all further supplies if you exceed such credit limit, or withdraw or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
4.5 You do not have the right to set off any money you may claim from us against anything you may owe us.
4.6 While you owe money to us, we have a lien on any of your property in our possession.
4.7 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 your obligations under these terms.
5. Delivery and Collection
5.1 Goods may be despatched directly from us, or alternatively from another source approved by us.
5.2 Your order shall specify:
5.2.1 which service is required from the carrier appointed by us to the location specified in the order; or
5.2.2 made available for collection by you at our premises, third party or carrier’s premises set out in the order. You shall collect the goods within the period specified in the order.
5.3 Time of delivery is not of the essence. Delivery dates are estimated only and we rely on third parties to complete deliveries.
5.4 We (or our courier) may decline to deliver if:
5.4.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
5.4.2 the premises (or access to them) are unsuitable for the vehicle making the delivery.
5.5 Delivery takes place either:
5.5.1 at our premises (if you are collecting them or arranging carriage); or
5.5.2 at your premises or address specified by you (if we are arranging carriage or packaging).
5.6 You must inspect the goods on delivery. If any goods or packaging are damaged or not delivered, you must write to tell us within three days of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to inspect the damaged goods.
5.7 We shall not be liable for any delay in failure of delivery caused by:
5.7.1 your failure to (i) make the delivery location available or (ii) provide us with adequate instructions for delivery;
5.7.2 your failure to collect the products from our premises; or
5.7.3 a force majeure event.
5.8 As provided in Condition 8.5, we will not be liable for any consequential losses suffered by you under or in connection with the goods and/or your order which, for the avoidance of doubt, shall include any consequential losses suffered as a result of delayed or cancelled deliveries.
The goods are at your risk from the time of delivery or collection (as applicable).
7. Retention of Title
7.1 Until you pay all debts you may owe us:
7.1.1 all goods supplied by us remain our property;
7.1.2 you must store such goods so that they are clearly identifiable as our property;
7.1.3 you must insure such goods (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
7.1.4 you may use those goods and sell them in the ordinary course of your business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent.
7.2 You must inform us (in writing) immediately if you become insolvent.
7.3 If your right to use and sell the goods ends you must allow us to remove the goods.
7.4 We have your permission to enter any premises where the goods may be stored:
7.4.1 at any time, to inspect them; and
7.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
7.5 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 set out in the order.
7.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
8.1 We warrant that the goods:
8.1.1 comply with their description on our despatch notes and invoices; and
8.1.2 are free from material defect at the time of delivery, unless stated otherwise in advance of despatch (as long as you comply with Condition 8.3 below).
8.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose.
8.3 If you believe that we have delivered goods that are defective in materials or workmanship, you must:
8.3.1 inform us (in writing), with full details, as soon as possible; and
8.3.2 allow us to fully investigate (we may need access to your premises and goods samples).
8.4 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in Condition 8.3 above) in full, we will (at our option) replace the goods or refund the price.
8.5 We shall not liable to you, whether in contract, tort (including negligence), breach of statutory duty or misrepresentation, or otherwise for any loss of profit, loss of goodwill, loss of business, loss of business opportunity, or any special indirect or consequential damage suffered by you under or in connection with the goods and/or your order.
8.6 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to £5,000,000.
8.7 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods.
8.8 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence.
9.1 If we prepare the goods in accordance with your specifications or instructions you must ensure that:
9.1.1 the specifications or instructions are accurate;
9.1.2 goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and
9.1.3 your 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.
9.2 We reserve the right;
9.2.1 to make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and
9.2.2 to make without notice any minor modifications in our specifications we think necessary or desirable.
9.3 We strongly recommend you must not mix dye lots as shades may vary between dye lots.
9.4 Our goods are manufactured in accordance with EN, DIN and/or ISO standards where stated and any tests must be made solely in accordance with these test standards, set out in our technical datasheets which can be provided upon request.
9.5 Washing, ironing and dry-cleaning instructions are shown on all our thread shade cards.
10. Return of goods
10.1 We will accept the return of goods from you only:
10.1.1 by prior arrangement (confirmed in writing). Please contact Customer Services on the number which can be found on our website for an authorised return number;
10.1.2 within 30 days of invoice of goods;
10.1.3 with an authorised return number clearly stated on the parcel;
10.1.4 on payment of an agreed 15% handling charge (unless the goods were defective when delivered); and
10.1.5 where the goods are as fit for sale on their return and in their original packaging, as they were on delivery.
11. Export terms
11.1 Condition 11 of these terms applies (except to the extent that it is inconsistent with any written agreement between us) where we supply the goods over an international border or overseas.
11.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the contract is made apply to exports, but these terms prevail to the extent that there is any inconsistency.
11.3 Unless otherwise agreed, the goods are supplied Ex Works, Incoterms (latest version).
11.4 Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
11.5 You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods which would be apparent on inspection unless a claim is made before shipment.
11.6 We are not liable for any damage during transit.
12.1 You shall:
12.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the ‘Relevant Requirements’);
12.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK;
12.1.3 have and shall maintain in place throughout the term of this agreement your own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and Condition 12.1.2, and will enforce them where appropriate; and
12.1.4 promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of these Conditions.
12.2 For the purpose of this Condition 12, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purpose of this Condition 12, a person associated with the you includes but is not limited to any agent, delegate or subcontractor of yours.
13. Modern Slavery
13.1 You shall:
13.1.1 neither you nor any of your officers, employees, agents or subcontractors has:
a. committed an offence under the Modern Slavery Act 2015 (‘MSA Offence’);
b. been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
c. is aware if any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
14. WEEE Regulations
If and to the extent that the Waste Electrical and Electronic Equipment Regulations 2013, SI 2013/3113 as amended from time to time (‘WEEE Regulations’) apply it is agreed that:
14.1 our responsibilities and obligations under the WEEE Regulations are passed to you in accordance with Article 13 of the WEEE Regulations, including responsibility of financing for the collection, treatment, recovery, recycling and environmentally sound disposal of the WEEE (as defined in the WEEE Regulations);
14.2 where required, you will provide us with such data, documents, information and other assistance as may from time to time be reasonably required to enable us to satisfy our obligations; and
14.3 you shall be responsible for all costs and expenses arising from and relating to your obligations in this Condition 14.
15. Waiver and variations
15.1 Any waiver or variation of these terms is binding in honour only unless:
15.1.1 made (or recorded) in writing;
15.1.2 signed on behalf of each party; and
15.1.3 expressly stating an intention to vary these terms.
15.2 All orders that you place with us will be on these terms (or any that we may issue to replace 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.
16. Force majeure
16.1 We shall not be liable to you for any failure or delay in performing our obligations under the contract if such failure or delay arises as a result of circumstances beyond our reasonable control.
16.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, epidemics and pandemics, transport delays, strikes and other industrial disputes.
17.1 The contract and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
17.2 We agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with our contract (including non-contractual claims or disputes).
17.3 If any of these Conditions are unenforceable as drafted:
17.3.1 it will not affect the enforceability of any other of these Conditions; and
17.3.2 if it would be enforceable if amended, it will be treated as so amended.
17.4 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 or by fax) the other’s registered office or principal place of business. All such notices must be signed.
17.5 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to the contract but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.
17.6 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either:
17.6.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
17.6.2 which expressly state that you may rely on them when entering into the contract.