Sale of Goods
1.0 These terms govern all contracts for the sale of goods.
1.1 These terms shall govern all contracts for the sale of goods between Richardson Promotional Goods Limited (‘the Company’) and any purchaser of the goods (‘the Purchaser’) to the exclusion of all other terms and conditions. These terms can be varied only with the written consent of the Company.
1.2 In these terms, ‘goods’ means all, or any part of the items supplied by the Company to the Purchaser, and ‘contract’ means any contract between the Company and the Purchaser for the sale of goods.
2.0 All orders for the supply of goods placed by the Purchaser with the Company are irrevocable once accepted in writing by the Company.
2.1 No orders which have been accepted in writing by the Company may be cancelled by the Purchaser without the prior agreement of the Company in writing. The Purchaser shall indemnify the Company against all loss (including loss of profit), costs, damages, charges or expense, however indirect or remote, resulting from the cancellation of an order or any other breach of contract by the Purchaser.
Delivery & Specification
3.0 All goods are offered and all orders are accepted subject to availability. The Company reserves the right to deliver such part of any order as permitted by the availability of the goods on order.
3.1 The Company will endeavour to deliver goods within a reasonable time of the placing of an order, but time shall not be of the essence in respect of deliveries.
3.2 Delivery of goods shall be deemed to take place at the Company’s premises unless otherwise agreed in writing by the Company. It is the responsibility of the Purchaser to ensure the safety and security of goods after delivery, and the Company will accept no responsibility therefore. The cost of delivery to the Purchaser’s own premises or those of an agent nominated by the Purchaser will be charged extra to the Purchaser. In the event that the Purchaser does not accept delivery of the goods from the Company’s premises within 48 hours from being notified by the Company that the goods are ready for delivery, the Company may, at its sole discretion, cancel the order.
3.3 All illustrations and specification which relate to the goods are approximate only, and the Company reserves the right to make such alterations as it sees fit.
3.4 Absolute consistency of sizes, materials, proportions, colours and shades is not guaranteed by the Company.
3.5 All textile goods supplied should be washed or cleaned strictly in accordance with the washing label instructions attached to the goods. The Company accepts no responsibility for loss or damage if these instructions are not followed precisely. Once the Purchaser processes or modifies the goods in any way, the Company shall not be liable in any way for any loss or damage which may have been caused as a result of the goods being washed or clean, in accordance with the washing label instructions attached to the goods or otherwise.
3.6 Claims for shortages or non-delivery must be supported by the carrier’s consignment or proof of delivery note on which the goods have been signed for as unchecked, short, or damaged as appropriate. No claims for shortages or damages will be entertained unless goods are checked at the time of delivery in the presence of the carrier’s employee. While every effort will be made to dispatch goods on time, no responsibility will be accepted for late or non-delivery, or for any consequential loss whatsoever.
3.7 All shortages, damages or non-delivery of goods must be notified to the Company by telephone within three working days and confirmed in writing within five working days of dispatch.
4.0 All prices for goods are as quoted in the Company’s current brochure, unless otherwise agreed between the Purchaser and the Company and such prices shall be exclusive of all taxes, duties or charges unless otherwise stated.
4.1 The cost of delivery of the goods to the Purchaser’s own premises or those of an agent nominated by the Purchaser shall be an additional charge to the Purchaser. Delivery charges for the transport of goods from the Company’s premises do not include the cost of insurance, which is the responsibility of the Purchaser.
4.2 The cost of delivery of the goods to the Purchaser’s own premises or those of an agent nominated by the Purchaser shall be an additional charge to the Purchaser. Delivery charges for the transport of goods from the Company’s premises do not include the cost of insurance, which is the responsibility of the Purchaser.
4.3 The Company reserves the right, by giving notice to the Purchaser at any time before delivery, to vary the price of goods or carriage charges from time to time.
Payment & Credit
5.0 Credit will not be extended to the Purchaser unless an application for credit has been made on the Company’s form and approved by the Company.
5.1 Where a Purchaser has been granted a credit account, payment shall be due within 30 days from the date of invoice unless otherwise agreed in writing by the Company. Where no credit account is granted to the Purchaser, payment shall be due at the time the Purchaser places the order.
Set-off & Lien
6.0 No payments may be withheld nor may any counterclaims of the Purchaser be set off against any payment due under this or any other contract.
6.1 The Company shall have a general and particular lien on all money and property which the Purchaser owns or is entitled to possess which is in the possession of the Company or its agents which it may sell as the Purchaser’s agent to reduce the Purchaser’s debt to the Company.
7.0 The Company shall not be under any liability of any kind for the non-performance in whole or in part of its obligations under the contract due to causes beyond the reasonable control of the Company or of the Company’s suppliers or due to labour disputes and the Company shall not be liable for any expenses or consequential losses whatever suffered by the Purchaser.
Claims Against The Company
8.0 All claims in respect of goods alleged to be defective must be made in writing to the Company within 14 days of the date of delivery. All allegedly defective goods must be returned for inspection by the Company. No claim for defective goods can be made after 14 days and the Company shall have no liability for such defect and the Purchaser shall be bound to pay the price in accordance with the terms and conditions of this Contract.
8.1 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods is notified to the Company in accordance with Clause 8.0, the Company shall, at it’s sole discretion either, replace the goods free of charge or refund to the Purchaser the price of the goods (or a proportionate part of the price), but the Company shall have no further liability to the Purchaser.
8.2 Any loss or damage to goods after delivery (as defined in Clause 3), which for the avoidance of doubt includes loss or damage to goods in transit, is the sole responsibility of the Purchaser and the Company will accepted no liability therefor.
8.3 Goods are supplied on the understanding that their value does not exceed the net invoice price of such goods. Under no circumstances shall the liability of the Company to the Purchaser or any third party in respect of goods supplied exceed the net invoice price of such goods.
8.4 Goods which have been damaged by the Purchaser, worn, re-labelled or altered, printed upon, embroidered or otherwise processed or modified in any way cannot be returned. It is the Purchaser’s responsibility to check suitability of the goods prior to processing. The Company does not accept responsibility nor shall the Company be liable for minor manufacturer’s variations in the quality, consistency, size or colour of the goods supplied.
8.5 The conditions and warranties relating to this contract are limited to those stated in writing by the Company. The Purchaser agrees that an order for goods by reference to a product name, number or description shall be to the basic standard version of those goods and that supply of them shall fulfill the Company’s obligations.
8.6 The conditions and warranties relating to this contract are limited to those stated in writing by the Company. The Purchaser agrees that an order for goods by reference to a product name, number or description shall be to the basic standard version of those goods and that supply of them shall fulfill the Company’s obligations.
8.7 Free Artwork applies to the adaptation or modification of existing logos or designs. Where the company produces or sub-contracts artwork / typesetting for a customer, this service is provided on the basis that the customer / buyer will proof read the artwork and assumes full responsibility for examination and verification of such artwork. The maximum liability that the company can be deemed liable for is the value of the artwork cost involved.
9.0 The Company does not trade on a ‘sale or return’ basis.
9.1 Perfect goods, with the exception of samples, may be returned only after the Company has given written consent and a return authorisation number. A 10% re-stocking charge will be incurred whenever perfects goods are returned.
9.2 Goods which have been damaged, worn, re-labelled, altered, printed upon, embroidered or otherwise processes or modified in any way by the Purchaser cannot be returned.
9.3 It is the responsibility of the Purchaser to check in every respect that the goods are perfect, correct and suitable for purpose and processing prior to commencement of processing.
9.4 The Company will not be liable for any carriage costs in respect of goods returned to the Company without written authorisation.
9.5 Returned goods may NOT be accepted for credit should they be returned with their original outer garment packaging missing or damaged and/or if the garment has been unfolded from its original state.
.9.6 The Company will only accept back returns to a maximum of 5% of a customers annual turnover with the Company.
Exclusion of Liability
10.0 The Company’s aggregate liability in tort or for breach of contract in connection with the goods shall be limited to damages of an amount not exceeding the contract price for the goods in relation to which such liability may have arisen. The Company shall have no liability in any event for loss of profit or other consequential loss.
10.1 The Company shall be under no liability hereunder if the total price for the Goods has not been paid by the due date for payment.
10.2 The conditions and warranties provided for in this Contract does not extend to goods not manufactured by the Company, in respect of which the Purchaser shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Company.
10.3 Subject as expressly provided in the terms of this Contract, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Sale of Goods and Supply of Services Act, 1980), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law subject always to nothing in this contract operating to restrict or exclude the Company’s liability for fraud or for death or personal injury caused by negligence by the Company or otherwise to the extent not permitted by law.
10.4 For the avoidance of doubt and except in respect of death or personal injury caused by the Company’s negligence (as specified above at Clause 10.5 above), or liability for defective products under the Liability for Defective Products Act 1991, the Company shall not be liable to the Purchaser by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods (including any delay in supplying or any failure to supply the goods in accordance with the Contract or at all) or their use or resale by the Purchaser.
10.5 The parties have freely negotiated the contract including the price in the knowledge that the liability of the Company is to be limited in accordance with the terms of this Contract. The Purchaser acknowledges that a higher price would be payable but for such limitation.
Title to Goods
11.0 Retention of Title
11.0.1 Title to any goods sold to the Purchaser by the Company shall not pass to the Purchaser until both the total amount due under the invoice for those goods is paid to the Company and all other amounts owing to the Company by the Purchaser on any account whatsoever is also paid.
11.0.2 Until title passes to the Purchaser, the Purchaser shall not deal with or dispose of the goods other than in its normal course of business and as permitted by the terms and conditions of this Contract. Any permission to deal with the goods will cease immediately on the appointment of an administrative receiver, on the presentation of winding-up or bankruptcy petition or of a petition for the making of an administration order, the appointment of a liquidator, the giving of notice of any meeting to pass a winding-up resolution or any other act of insolvency.
11.0.3 If prior to making payment to the Company for the goods, the Purchaser contracts to re-sell the goods to a third party in substantially the same form in which they were delivered to the Purchaser, or if the goods are used or incorporated in the production of any other product which is sold by the Purchaser to a third party, then in each case title to such goods shall pass directly from the Company to such third party upon payment in full to the Company by the Purchaser and Clause 14 hereof shall apply in such circumstances.
11.1 Until title passes to the Purchaser, the Purchaser shall hold the goods as bailee for the Company and shall be a fiduciary to the Company in respect of the goods, and where Clause 14 applies, in respect also of (a) the proceeds of sale, and (b) any payment of the type described in Clause 14.1
11.2 Until title passes to the Purchaser, the Company may at any time (regardless of any period of credit given to the Purchaser) require the Purchaser to deliver the goods to the Company and, if the Purchaser fails to do so forthwith, enter onto the premises of the Purchaser or of its agents or customers to repossess all or part of the goods and the contract shall terminate in respect of those goods without prejudice to any rights of the Company.
12.0 Risk in the goods shall pass to the Purchaser immediately upon delivery, which unless otherwise agreed, means delivery at the Company’s premises to the Purchaser’s appointed or agreed carrier, or otherwise to the Purchaser in person or its agent.
12.1 Until title passes to the Purchaser, the Purchaser shall indemnify the Company against all loss or damage to the goods which are in the possession of the Purchaser or depreciation in their value.
Custody of Goods
13.0 Until title passes to the Purchaser, the Purchaser will ensure the goods are kept separate and are clearly identifiable as the property of the Company.
13.1 Until title passes to the Purchaser, if any of the goods are incorporated in or attached to any products manufactured or assembled by the Purchaser or its agents, the Purchaser shall maintain records sufficient to enable such goods so incorporated to be identified or quantified. The Company may at any time remove any goods belonging to it regardless of any practical difficulty or damaged caused to such products.
Resale of Goods
14.0 Where title to the goods has not passed from the Company and the Purchaser wishes to re-sell the goods and Clause 11.0.3 applies, the Purchaser shall invoice the goods to the third party purchaser at a price not less than that charged to the Purchaser by the Company for the goods and shall notify the third party purchaser that the goods are the property of the Company. Such sale shall be made by the Purchaser as a principle but all proceeds of sale shall be held by the Purchaser as agent for the Company and the Purchaser shall be in a fiduciary position to the Company in respect of such proceeds of sale.
14.1 Any payments received by the Purchaser in respect of any assignment of any debt in connection with any sale of the goods by the Purchaser shall be held by the Purchaser as agent for the Company and the Purchaser shall be in a fiduciary position to the Company in respect of any such payment so received.
14.2 The Purchaser shall give the Company, as soon as possible, full particulars of persons to whom goods have been or are intended to be sold so as to enable the Company to recover goods.
Rectification of These Terms
15.0 If any of these terms, or any part of any of these terms, is unenforceable or void law, it shall not affect the remainder of such term or any other such term or otherwise affect the contract and shall be replaced by such valid term as is as near as may be in effect to the original term.
Indemnity & Insurance by Purchaser
16.0 The Purchaser shall insure fully against and shall fully, promptly and effectively indemnify the Company against all expenses and liabilities whatsoever directly or indirectly relating to:
16.1 Any defect in the goods or in any product in the production or supply of which the goods are or have been used, or incorporated by the Purchaser or by any third party purchaser deriving title in the goods directly or indirectly from the Purchaser (including but without limitation any liability arising under or pursuant to the Liability for Defective Products Act 1991 concerning liability for defective products, any other national legislation relating to same or any other equivalent foreign legislation) unless such liability is caused solely by the Company’s negligent act or omission in the manufacture or delivery of the goods; or
16.2 Any use by the Company, the Purchaser or any third party of a trademark in connection with the goods, including but without limitation any liability arising under or pursuant to the Sale of Goods and Supply of Services Act 1980, the European Communities (Unfair Terms in Consumer Contracts) Regulations 1995, Liability for Defective Products Act 1991and any other related national legislation or any other equivalent foreign legislation; or
16.3 Any infringement of any intellectual property rights of any third party caused by the production, supply, use or sale of the goods or by the use of any trademark; or
16.4 Any negligent or wilful act or omission of the Purchaser in connection with or in relation to the use or supply of the goods.
Termination by Company
17.0 This Clause applies if:
17.0.1 If the Purchaser commits any breach of or fails to comply with any terms of the contract;
17.0.2 The Purchaser makes a voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction);
17.0.3 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Purchaser;
17.0.4 The Purchaser ceases, or threatens to cease, to carry on business; or
17.0.5 The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Purchaser and notifies the Purchaser accordingly.
17.1 If this Clause applies then the Company shall have the right to (without prejudice to its other rights or remedies) terminate the contract or any other part of it, to withhold delivery of goods without any liability to the Purchaser and if the goods have been delivered but not paid for demand payment immediately of all sums due by the Purchaser to the Company notwithstanding any previous arrangement to the contrary and clause 11.3 shall apply.
18.0 Any dispute arising under or in connection with the Contract or the sale of the goods shall be dealt with in accordance with the provisions of the Arbitration Act 1954 or any statutory modification or re-enactment thereof by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society of Ireland.
18.1 All contracts between the Company and the Purchasers shall be governed by the laws of Ireland and any disputes arising therefrom shall be subject to the jurisdiction of the Irish courts.
18.2 Any failure by the Company to enforce the terms contained herein or any indulgence granted to the Purchaser shall not amount to and not be deemed to be a waiver of such term or terms.
MISTAKES ARE POSSIBLE. All goods should be checked upon receipt, as worn, printed, embroidered or otherwise processed goods cannot be returned.
PLEASE NOTE – We always recommend that all goods within this catalogue are checked for their suitability of purpose to any application process.