Universal Fabrics Ltd( hereinafter called the Company), is a private Limited company registered in the Republic of Ireland under reg No: IE8297644D.
“Goods” shall mean all Fabrics, Linings, Roman Blinds and other products supplied by the Company.
“Debtor” shall mean the person, company or any other entity that owes a Debt to the Company.
“Debt” shall mean any money that is owed to the Company by the Debtor.
“Force Majeure” shall mean any cause affecting the performance by the Company of its obligations arising from acts, events, omissions, happenings or non- happenings beyond its reasonable control including (but not limited to) governmental regulations, fire, flood or any disaster or industrial dispute affecting a third party by the Company.
“Buyer” shall mean the person, firm or company who purchases the Goods from the Company.
‘Goods” shall mean any goods agreed in the contract to be supplied to the buyer by the company (including any part or parts of them).
Any instructions received by the Company from the debtor for the supply of goods and/or acceptance of the goods by the debtor shall constitute acceptance of the terms and conditions contained herein.
All Fabric orders accepted by the Company cannot be cancelled once they are processed.
The Company endeavours to deliver all linings within 48 working hours from date of purchase.
Carriage is included in cost of purchase
Payment & Credit Terms
Title of the goods does not pass to the Debtor until payment is received in full by the Company
VAT is exempt for UK customers with a valid VAT registration number.
The price of Goods shall be the Company current price at the date of sale.
Risk / Title
The goods are at the risk of the buyer from the time of delivery.
Ownership of the goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
All other sums which are or which become due to the Company from the Buyer on any account
Until ownership of the goods has passed to the Buyer, the
Hold the goods on a fiduciary basis as the Company’s bailee.
Store the goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property.
Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods, and
Maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company.
The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
Any sale shall be effected in the ordinary course of the Buyer’s business at full market value, and
Any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
The Buyers right to possession of the Goods shall terminate immediately if:
The Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takesthe benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer, or
The Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade, or
The Buyer encumbers or in any way charges any of the Goods.
The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
The Buyer grants the Company its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them or where the Buyers right to possession terminated to recover them.
Where the Company is unable to determine whether any Goods are the Goods in respect of which the Buyers right to possession has terminated, the buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
On termination of the Contract, howsoever caused, the Company’s (but not the Buyer&’s) rights contained in this section (Risk / Title) shall remain in effect.
Lining is treated by us as an item made specifically for you, as it is cut from a larger roll and is cut specifically to your required length.
Because of this we provide a sampling service to allow you to ensure that the lining you wish to purchase is suitable for your requirements both in respect of colour and quality.
If you wish to return lining (or other items that have been cut to length as a result of your order), you may return them at your cost, but all items will be subject to a cutting charge. This is purely to cover the waste generated.
The Cutting Charge will be calculated as follows:
3 – 49 m of lining returned – 50% cutting charge
Over 50m lining returned – 25% cutting charge
All amounts will be calculated on the price paid for the linings at the time of order.
Please ensure that you are totally satisfied for that any linings you order are the correct shade by ordering a sample, as all retuned fabrics are subject to our cutting charge, regardless of the reason for return.
Any queries regarding the measurements, meterage or length of lining received must be drawn to our attention within 5 working days of receipt. It is only possible for us to rectify mistakes on the lengths/meterage of linings prior to the lining being cut into. Once the lining has been cut or altered in any way we cannot be responsible for any shortages in length.
Please note that the colours depicted in our website are only a representation of the colours. Our sampling service is provided to allow customers to see samples of the actual lining before ordering. We cannot accept any responsibility for colour and/or shade differences between the representations on the website, and the actual lining. Whilst we take as much care as possible, there may be some slight shade variation between samples sent out and the colour of the actual lining.
Data Protection Act 1988 & Data Protection Act 2003
the Company warrants that all information provided by the Debtor is in accordance with the principals contained in the Data Protection Act 1988 and Data Protection Act 2003 and that the Debtor has authorised use or disclosure of that information in any way deemed necessary by the Company for the purpose of collecting the Debt from the Debtor or for the purpose of credit referencing.
Sale of Goods Act 1893 & Sale of Goods and Supply of Services Act 1980
This agreement is subject to the provisions of the Sale of Goods act 1893 and the Sale of Goods and Supply of Services Act 1980 in all cases except where the Debtor is contracting within the terms of a trade/business (which cases are specifically excluded)
Not withstanding the above clause nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980, except to the extent permitted by those Acts where applicable.
These terms and conditions and any contract to which they apply shall be governed by the laws of the Republic of Ireland. The Debtor reserves the right to review these terms and conditions at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions, that change will take effect from the date on which the Debtor notifies the Company of such change.
Force Majeure Where in spite of its reasonable efforts the Company is unable to perform an obligation due to force majeure, it shall not be deemed to be in breach of its contract with the Debtor
The Company shall under no circumstances be liable for any consequential or indirect damage or loss, however caused, including (but not restricted to) loss of profits, loss of goodwill, damage to trading relationships, and financial loss. The Company liability in respect of all other losses shall be limited to the invoiced value of the relevant order.