Camira’s Terms and Conditions of Sale of Goods to Our Customers

1.1 Each order shall be deemed to be a separate offer by the Buyer to purchase Goods on these Conditions, which the Seller shall be free to accept or decline at its absolute discretion.

1.2 No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller delivers the goods to the Buyer.

1.3 No alterations shall take effect unless confirmed by the Seller in writing.

1.4 No term, condition or warranty not recorded herein shall be binding on the Seller, except where such is necessarily imported into the contract under any statute or common law.

1.5 These Conditions apply to the Contract to the exclusion of any other terms that the Buyer seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing.

1.6 Clause headings shall not affect the interpretation of these terms and conditions.

1.7 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2.1 Unless otherwise stated, any quotation issued by the Seller shall not constitute an offer and will remain valid for 30 days only from its date provided that the Seller has not previously withdrawn it.

2.2 In relation to General Data Protection Regulations (GDPR), the Buyer is deemed to be in Contract with the Seller for the length of the product guarantee specific to the fabric procured under any particular order. Thereafter, the Seller considers that it is within the Seller’s legitimate interests to maintain contact with the Buyer.

3. Prices

3.1 Errors and omissions are subject to correction.

3.2 Unless otherwise stated in writing, prices charged will be those prices set out in the Seller’s price list which is in force at the date of placing the order.

3.3 Unless otherwise specified, prices include the supply and delivery only of Goods but not for their off-loading.

3.4 All prices are exclusive of VAT which will be charged as applicable.

3.5 The Seller shall be entitled to review and adjust its prices with effect from 1 January and reserves the right to do so at any point during each year. In considering any such price adjustment, the Seller shall have regard to the following factors:

4.1 With all first orders and whenever else specified by the Seller, the Buyer shall pay the Seller in full as a condition precedent to despatching the Goods. In all other cases, unless otherwise agreed in writing with the Seller, payment must be made in full by not later than the end of the month following the month of despatch. Time for payment shall be of the essence.

4.2 Interest on overdue accounts may be levied until payment is made of the overdue sum at a rate of 4% per annum above the Bank of HSBC base rate from time to time but at 4% a year for any period when that base rate may be below 0%. Interest accrues daily from the due date of payment.

4.3 Should the Seller be prevented by the Buyer from effecting delivery on the agreed due date, the full price of the Goods shall become payable as if the Goods had been delivered.

4.4 Unless otherwise agreed in writing, payment shall be made in the currency as set out on the invoice.

4.5 The Buyer shall make all payments due under an order in full without any deduction whether by way of set-off or counterclaim and no sums shall be deducted from the contract price unless any such discount has been separately agreed with the Seller. If deliveries are spread over a period, each consignment will be invoiced as despatched and each invoice will be treated as a separate account and be payable accordingly.

5.1 Whilst the Seller shall use its reasonable endeavours to ensure that deliveries are made in accordance with any timescales agreed, any time expressed for delivery shall be deemed to be an estimate only and time shall not be of the essence of the contract unless separately agreed to in writing by the Seller.  

5.2 Subject to the other provisions of these terms and conditions, the Seller shall not be liable for: (a) loss of profits, (b) loss of sales or business, (c) loss of contracts, (d) loss of or damage to goodwill, or (e) indirect or consequential loss, or any, costs, charges or expenses caused directly or indirectly by any delay in the delivery of the goods (even if caused by the Seller’s negligence), nor shall any delay entitle the Buyer to terminate or rescind an order unless such delay exceeds 60 days where no Force Majeure situation has arisen under clause 15.

5.3 Where a time for delivery has been agreed but delivery is delayed for any reason beyond the control of the Seller (for example due to the lack of availability of raw materials or late delivery by a supplier) a reasonable extension of time shall be allowed to the Seller. This sub-clause shall operate independently of clause 15 (Force Majeure).

5.4 Where a time for delivery is agreed and the Buyer fails for whatever reason to accept delivery, risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Seller’s negligence), the Goods shall be deemed to have been delivered and the Seller may store the Goods until the Buyer picks up the Goods, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

5.5 The Buyer shall provide adequate and appropriate equipment and manual labour for unloading the Goods. In the event that such labour is not provided and the Seller’s delivery driver assists with unloading, the Seller shall not be liable for any damage caused to the Goods by the delivery driver unless it is proved that such damage was directly attributable to the delivery driver acting without reasonable care. 

5.6 If advance notice of the appropriate arrival time is required, this must be stated on the order.

6.1 Standard Items -  A cancellation fee of $200 shall be charged in respect of the extra administrative work required or, if the value of the cancelled order shall be less than $200, such charge will be the value of the order itself. The Buyer also agrees to indemnify the Seller against any losses which it suffers as a result of loss of any materials which cannot be re-used as a result of work carried out in compliance with the order placed by the Buyer.

6.2 Special Items - once manufacture has commenced, cancellation of items made to the Buyer's specific requirements will involve, in addition to the cancellation fee at 6(i), payment for all materials and manufacturing costs incurred up to the time of cancellation.

7.1 The Buyer is under a duty, wherever reasonable, to inspect the goods on delivery and any damage or otherwise shall be noted on the delivery driver’s note and, in any event, the Buyer shall inspect the Goods within a reasonable time from delivery.

7.2 The Seller shall be under no liability for any defects or shortages that would be apparent on careful inspection before cutting.

8.1 The Seller's responsibility ends with the arrival of goods at the designated delivery point.  Subject to clause 5.5, the Seller shall not be liable for any damage or loss caused during unloading.

8.2 Damaged goods will not be replaced or repaired if they have been used.

8.3 In the event of damage prior to delivery, the damaged Goods will be replaced free of charge providing that: 

(c) In the event that the Seller accepts the goods as being damaged, the Goods and packing are returned to the Seller (at the Seller’s cost) within 14 days of delivery clearly marked ‘Return’ and stating the reason.

8.4 Shortages must be advised within 3 days of receipt of Goods and the Seller will endeavour to deliver the balance of the goods within a reasonable time but time shall not be of the essence.

9.1 The Seller reserves the right to make an additional charge for packing and delivery outside the mainland of Great Britain in accordance with the Seller’s latest price list.

9.2 A carriage recovery charge will be made on small orders, unless agreed in writing.

9.3 In addition to any carriage recovery charge applicable to small orders, the Seller reserves the right to introduce, vary or withdraw from time to time such surcharges, levies or additional charges as the Seller reasonably considers necessary to reflect increases in, or the introduction of, costs incurred by the Seller in connection with the manufacture, packaging, handling, transportation, importation or supply of the Goods. Such surcharges and levies may include (without limitation):

(c) customs duties, tariffs (including reciprocal or global tariffs), taxes or similar governmental or quasi governmental charges;

and any such surcharge or levy shall be payable by the Buyer in addition to the Prices and shall apply to all orders delivered on or after the effective date specified in the Seller’s notice, including orders accepted but not yet delivered as at that date.

10.1 The risk in the goods shall pass to the Buyer on delivery.  

10.2 Title to the Goods shall not pass to the Buyer until the earlier of:

(a) when the Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Buyer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and

(b) when the Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in clause 10.4.

10.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:

(b) store the Goods (at its own cost) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;

(d) maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller; and

(e) give the Seller such information as the Seller may reasonably require from time to time relating to the Goods and the ongoing financial position of the Buyer.

10.4 Subject to clause 10.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time:

(b) title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.

10.5 At any time before title to the Goods passes to the Buyer, the Seller may:

(a) by notice in writing, terminate the Buyer’s right under clause 10.4 to resell the Goods or use them in the ordinary course of its business; and

(b) require the Buyer to deliver up all the Goods in its possession that have not been resold or irrevocably incorporated into another product and if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the relevant Goods are stored in order to recover them. The Buyer shall procure entry to any such third party's premises if requested to do so by the Seller.

10.6 The Seller shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Seller.

10.7 On termination of the contract, howsoever caused, the Seller’s (but not the Buyer’s) rights contained in this condition 10 shall remain in effect.

11.1 Any specifications, data, artwork, patterns or documentation (“Information”) created or provided by the Seller to the Buyer and any forms of intellectual property rights in all Information so created or supplied or not so supplied but used by the Seller specifically in the manufacture of the Goods shall at all times be and remain the exclusive property of the Seller.

11.2 The Seller grants the Buyer a non-exclusive licence to use designs and artwork created by the Seller solely for the Buyer’s internal project requirements, its promotional purposes in which the designs and artwork may feature, and procuring goods manufactured by the Seller for end product use. 

11.3 Any Information of the Seller held by the Buyer shall be held in safe custody at its own risk and kept in good condition by the Buyer until returned to the Seller at its request and shall not be disposed of other than in accordance with the Seller’s written instructions. No Information shall be used by the Buyer other than as authorised by the Seller in writing.

All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the goods described in them. They shall not form part of the contract and this is not a sale by description or sample. The Seller’s policy is one of continuous improvement and the Seller reserves the right to vary the design specification without notice unless agreed in writing to the contrary.

13.1 Where the Goods supplied by the Seller are of the Seller's design and manufacture, the Seller will make good any defects in those goods subject to the following conditions:

(a) The Buyer shall notify the Seller in writing at the address from which the Goods were ordered or sold, as shown upon the relevant delivery note or invoice and in the absence of such address, at its registered office, The Watermill, Wheatley Park, Mirfield, West Yorkshire WF14 8HE, United Kingdom as soon as practicable after the defect has become known and, unless otherwise agreed in writing with the Seller, such right shall expire on the date falling 6 months after delivery, such period being the Warranty Period.

13.2 If the Buyer wishes to return goods delivered due to its mistake (for example, but not limited to, over-ordering or placing an incorrect order), the Buyer, only with the Seller’s approval, may return the incorrect goods at its own expense to the Seller and the Seller will charge a handling fee of 30% of the invoice value with a minimum charge of £$75. The right to return such goods under this sub-clause shall not be exercisable after 1 month has passed from the date of delivery of the goods to the Buyer. For further guidance on our return conditions, please refer to our Returns Policy and Procedure.

The Buyer agrees upon demand to indemnify the Seller against all losses, damages, injury, costs and expenses of whatever nature suffered by the Seller to the extent that the same are caused by or relate to:

(b) defective materials or products supplied by the Buyer to the Seller and incorporated by the Seller in the Goods; or

15.1 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other term of this Contract and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 

(c) the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 13.2(b);

(c) the other party suspends or ceases, or threatens to suspend or cease carrying on business; 

(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or

(e) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1(b) or clause 15.1(c) (inclusive). 

15.2 Without affecting any other right or remedy available to it, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 15.1(b) or clause 15.1(c), or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract from time to time on the due date for payment.

15.3 Without affecting other provision of these Conditions, the Seller shall not be obliged to perform any obligation under the Contract if such performance would cause it to breach any applicable sanctions, export controls, or trade restrictions imposed by any competent authority. In such event, the Seller shall immediately give written notice to the Buyer of its inability to perform and the Seller may either, at its sole option, take reasonable alternative steps which may be open to it to continue to fulfil the Contract (in which case the Seller reserves the right to apply clause 9.3 in relation to any alternative delivery method required) or it may terminate the Contract immediately by written notice, without any liability for costs, losses or damages arising from such termination.

15.4 Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination of this Contract shall remain in full force and effect.

16.1 In the event of any flood, drought, earthquake or other natural disaster or event, epidemic or pandemic, war, armed conflict, hostility (whether war has been declared or not), civil war, terrorist attack, civil commotion or riots, imposition of sanctions, embargo or breaking off of diplomatic relations, nuclear, chemical or biological contamination, collapse of buildings, fire, explosion or accident, or any law, order, action or omission taken by any government, governmental, public authority (including without limitation the imposition of export or import restrictions), breakdown of plant or machinery, interruption or failure of utilities or transport networks, restraints or delays affecting carriers, non performance or delay by suppliers or subcontractors, inability or delay in obtaining raw materials, components, energy or labour, or any other cause or circumstance (whether or not of a like nature) beyond the reasonable control of the Seller, the Seller shall be relieved of any liability wherever and to the extent that the performance of its obligations is prevented, frustrated, hindered or delayed as a consequence of any such event.

16.2 Subject to clause 16.3 and for the avoidance of doubt, the Seller shall not be required to perform its obligations in connection with the fulfilment of an order during the continuance of any such event and time for performance of the Seller’s obligations shall be extended accordingly.

16.3 If the event or circumstance in question continues for a continuous period in excess of 365 days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the order in question, such termination to take effect without liability to either party save in respect of rights and liabilities accrued prior to the date of termination.

17.1 The Seller has and shall maintain the necessary procedures in place to uphold the quality and compliance of its products to their published technical specifications (as set out in the Seller’s website from time to time), with the Seller carrying out regular audits of its ISO Management systems.

17.2 Each right or remedy of the Seller under the contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.

17.3 If any provision of the Contract is found by any court or administrative body of competent jurisdiction to be in any way illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such finding be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. If any provision or part-provision is so deemed severed, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17.4 Failure or delay by the Seller in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

17.5 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.