Terms & Conditions

CONDITIONS OF SALE New Terms and Conditions supersede all others as from 22/02/2024

DEFINITIONS in the conditions “the Company” means Luxury Fibres Ltd trading as Seal International, “the Buyer” means any company, firm or individual from whom the Company receives on order which the Company has accepted in writing; “the Goods” means the products, materials and /or services to be supplied by the Company, “the Order Acknowledgment” means the written form of acceptance of a Buyer’s order issued by the Company to the Buyer.

2. APPLICABILLITY OF CONDITIONS 2.1 The Company accepts orders for the supply of Goods subject only to these conditions. The Buyer accepts that these conditions shall govern relations between himself and the Company to the exclusion of any other terms including, without limitation, conditions and warranties [written or oral, express or implied] even if contained in any of the Buyers documents which purport to provide thot the Buyer’s own terms shall prevail. 2.2 No variations or qualification of these conditions or of any quotation or order arising there from shall be valid unless with the express written agreement of a Director of the Company.

3. QUOTATIONS AND ACCEPTANCE 3.1 Quotations whether written or oral do not constitute an offer by the Company and no other shall result in a binding contract until accepted by the Company issuing to the Buyer an Order Acknowledgement. The Company may at any time refuse to accept any order placed as a result of any quotation. 3.2 The Buyer warrants that all information and data supplied by him or his agent or representative to the Company shall be accurate and comprehensive for the purpose of performance of the contact.

4. PRICE 4.1 All prices stated in a quotation and confirmed in the Order Acknowledgement shall be fixed unless otherwise stated or agreed. 4.2 All prices Include delivery unless otherwise stated and ore quoted exclusive of Value Added Tax (“VAT”) & any other duty, tax or surcharge [collectively “Taxes”] VAT and any appropriate Taxes will be added to all invoices at the rate applicable on the tax point date which date shall be the date of the invoice.

5. PACKING 5.1 Unless otherwise specified in the Company’s quotation, all packing materials are not included in the contract price. 5.2 The manner of packing shall be at the discretion of the Company. No liability will be accepted for failure to pock to any particular standard or against all)’ particular risks unless the requirement for such packing Is specifically brought to the attention of the Company, accepted by it and paid for by the Buyer.

6. DESCRIPTIONS 6.1 All descriptions and It1ustrations contained in the Company’s catalogues, price lists, and other advertisement matter are intended merely to present a general idea of the goods described therein, and neither of these shall form part of any contract nor be regarded as a warranty or representation relating to the Goods. 6.2 Divergence from type or description or sample which in the reasonable opinion of the Company does not affect the suitability of the Goods for the purpose they are supplied by the Company shall not be a ground for rejection of the Goods nor will it impose on the Company any liability whatsoever. 6.3 If the Buyer considers that such a divergence affects the suitability of the Goods for the purpose they were supplied by the Company the Buyer shall notify the Company within 7 days of receipt of the Goods and the Company will use reasonable endeavors to provide the Buyer with replacement Goods within a reasonable time provided that those in respect of which replacement delivery is being made are returned to the Company undamaged and in good condition fit for onward sale. 6.4 The Company may make any changes to the specification, design, materials or finishes of the Goods which are required to conform with any applicable safety or other statutory requirements from time to time.

7. TESTING 7.1 The Company may, in any circumstances, subject the Goods to testing at any independent testing house of its choice. The results of any such tests shall be final and binding. 7.2 The Company may, if requested by the Buyer send any resultant certificate to the Buyer.

8. DELIVERY 8.1 Delivery shall mean ex works the Company’s premises (as defined in INCOTERMS 1980 Edition]. 8.2 The Company reserves the right to deliver Goods by instalments and in such event each instalment shall be treated as a separate contract provided that deliveries of further Instalments may be withheld until the Goods comprised in earlier instalments have been paid for in full. 8.3 If the Company does not receive delivery instructions sufficient to enable despatch to be made within 14 days after notification that the Goods are ready for despatch the Buyer shall be deemed to have taken delivery and risk in the Goods will pass to the Buyer. In the absence of such delivery instructions the Company may [without prejudice to any of it’s other rights] dispose of the Goods ordered at the best price reasonably available or may arrange for storage of the Goods at the premises of the Company or elsewhere as the Company may so determine. All costs Including disposal, loss on resale, compensatory interest, storage, and insurance without limitation are at the cost of the Buyer. 8.4 Any periods of time quoted or accepted by the Company for despatch, delivery or completion of the order ore to be treated as estimates only, not involving the Company in any liability to the Buyer In respect of loss or damage of any kind whatsoever caused directly or indirectly as a result of failure to despatch, deliver or complete within such a period of time, and no delay shall entitle the Buyer or cancel the order or refuse to accept delivery at any time. 8.5 All delivery Instructions given to the Company by the Buyer must be given in writing. For the purpose of this clause writing is deemed to include Facsimile and Telex.

9. DELIVERY QUANTITY The Compony may deliver Goods within a margin of five percent [5%] above or below the contract quantity and o pro-rata charge or allowance to the price will be made to cover any variation in quantities delivered.

10. GOVERNMENTAL REGULATION The Company’s quotation and the contract shall at all times be subject to all relevant laws, regulations and acts of government authority of the Government of the United Kingdom or other relevant country and in particular to the Company giving all necessary approvals and licenses with respect to the export of the Goods, and the Company shall be under no liability whatsoever for any failure to perform the contract in any respect which is due to its compliance with any such laws, regulations or acts or to its failure to gain any such approvals or licenses.

11. CLAIMS 11.1 Notice of any claim relating to shortage of Goods shall be made to the Company in writing within 3 days of receipt of the Goods. In the event of non-delivery of the Goods the Buyer shall notify the Company in writing within 7 days of receipt of the advice note. 11.2 It is the Buyers responsibility to inspect and test the Goods on their receipt to ensure that they are not faulty prior to putting the Goods into work in anyway or subjecting them to any process whatsoever. Notice of any claim relating to faults in the state of the Goods shall be made to the Company in writing within 7 days of receipt of the goods. A claim for damage, shortage or non-delivery shall also be notified to the carrier by the Buyer in the manner, and within the appropriate time limit prescribed in the carrier’s terms and conditions. 11.3 The company will consider claims only if the above conditions are met and the claim is signed by the buyer and accompanied by full particulars giving the invoice and Buyer’s order number and, the copy of the delivery note in respect of the Goods which, in the case of shortage of the Goods must bear on appropriately qualified signature. 11.4 Claims will not be considered in the event that the Goods have undergone any form of processing whatsoever and in particular but without prejudice to the generality of the foregoing of the Company shall not be liable in respect of any claim arising out of the unsuitability of the Goods with regard to any particular process or arising as a result of any claim by the Buyer’s subsequent customer. 11.5 If in the opinion of the Company a claim is made as a result of the actions or omissions of a third party then the Company may join that party in the claim. 11.6 The Company’s liability hereunder in respect of any shortage or loss of the Goods shall be limited to the proportion of the price attributable to the Goods undelivered lost or damaged.

12. PAYMENT TERMS 12.1 The price will become payable upon delivery and payment shall be made within 14 days from the date of invoice unless otherwise agreed and stated in the Order Acknowledgement. 12.2 Where only part of the Goods are despatched, payment shall be made of the contract price attributed to that part. 12.3 In the event of any delay or delays ln despatch or delivery which are attributable to the Buyer’s actions or failure to act, the Buyer shall make payment to the Company in accordance with the above as if the Goods had been delivered at the times at which but for such delay or delays such delivery would have taken place. 12.4 Unless otherwise agreed, in writing, the contract price shall be paid in England in United States Dollars. 12.5.1 Unless the company’s quotation specifies otherwise, if the Buyer is based overseas, payment shall be made by irrevocable letter of credit established in the Company’s favour at the time of placing the Buyer’s order or accepting the Company’s quotation and confirmed by a firstclass British Clearing Bank acceptable to the Company and maintained valid for cash drawings against presentation of the Company’s invoice(s) until final contract payment but in any case, for at least three months after scheduled completion of the contract taking into account any agreed extensions and the company’s acceptance of the Buyer’s order being received with the order. 12.5.2 The Buyer agreed to arrange an extension of such letter of credit for such as the Company may request from time to time. 12.5.3 All bank charges shall be to the account of the Buyer except in the case where the Company request extension to account for any delay on its part for reasons within its control, in which case the Company shall bear the reasonable cost of such extension. 12.6 The Company reserves the right to charge interest on late payment at a rate of two percent per calendar month above the US Dollar rate or sterling base rate quoted by Barclays Bank plc whichever is the higher from time to time on the daily balance from the due date until full payment is made and to charge the cost of effecting collection of outstanding accounts to the Buyer’s account. 12.7 If any payment falls into arrears the Company shall have the right to cancel or postpone performance of the contract wholly or impart and to be paid immediately for performance of the contract to date without prejudice to any other right or remedy which the company may have against the Buyer in respect of such default. 12.8 No claim by the Buyer under warranty or otherwise shall entitle the buyer to any deduction, retention or withholding of any part of any sums due for payment hereunder. The Buyer shall not be entitled to any set of obligations within or between contracts with the Company. 12.9 Notwithstanding any condition allowing the Buyer credit, payment shall become due and payable to the Company immediately on termination of the contract.

13. RISK AND TITLE 13.1 Whilst risk In Goods supplied to the Buyer under the contract shall pass on delivery, legal and beneficial ownership of the Goods shall remain with the Company until such time as the Company has received payment in full for all Goods supplied to the Buyer or until such time as the Goods are sold to the Buyer’s customers by the way of a bona fide sale at full market value (whichever shall be the earlier) and until such time the Buyer shall keep such Goods separate from its properly and clearly identified as the property of the Company. 13.2 Notwithstanding terms of payment specified herein or elsewhere payment for all Goods supplied to the Buyer shall become due immediately upon the commencement of any act or proceeding in which the Buyer’s solvency is involved (whether voluntary or upon application to any court) or upon the appointment of a receiver over the whole or any part of the Buyer’s assets or undertaking and upon such occurrence the power of sole granted to the Buyer above shall automatically determine. 13.3 If payment for any Goods is overdue, whether in whole or in part and any Goods have been delivered to the Buyer the Company may without prejudice to any its other rights enter upon the Buyer’s premises to recover and/or resell the Goods or such of them as the Company in its absolute discretion may designate as necessary to recover the amount of payment overdue and the Company’s reasonable costs in giving effect to its rights hereunder and for these purposes the Buyer hereby irrevocably authorises the Company to enter and take all necessary and reasonable steps upon the premise of the Buyer.

14. WARRANTY 14.1 The Buyer assumes responsibility for the capacity or performance of the Goods being sufficient and suitable for their intended use. 14.2 The Company shall replace any Goods alleged to be defective provided that the provisions of Claus 11 have been complied with and further provided that the Company shall be under no liability in respect of Goods which have been subjected to improper handling or improper storage used in a negligent manner or soiled or damaged in any way whatsoever. 14.3 The company’s liability under this clause shall be in lieu of any warranty or condition implied by law as to the quality or fitness for any particular purpose of the Goods.

15. CONFIDENTIAL INFORMATION 15.1 The Buyer is not authorised to copy, publicise or make available to any third party any drawings, specifications, written instructions and other information supplied by the Company hereunder and the same shall remain its property and shall be treated by the Buyer as strictly confidential even after termination of this contract. 15.2 The Buyer may only make available to third parties the confidential information which is given in so far as this is for the purpose of the re-sale and use of the goods.15.3 The foregoing shall not apply to information which is or becomes public knowledge without fault or failure by the Buyer.

16. INTELLECTUAL PROPERTY RIGHT 16.1 The Buyer warrants that any design or instruction furnished or given by it shall not be such as will cause the Company to infringe any intellectual property rights owned or enjoyed by any third party in the execution of the contract and that it shall not copy publicise or make available to any third party any cloth design or composition unless authorised in writing by the Company so to do. 16.2 The Buyer shall promptly inform the Company in writing of any claim in respect of intellectual property rights being made or action threatened or brought against the Buyer in respect of the Goods.

17. TERMINATION BY THE COMPANY The Company shall (without prejudice to any of its rights hereunder) be entitled to terminate any contract forthwith by written notice to the Buyer if the Buyer shall: a) become insolvent, b) foil to pay any amounts falling due (whether under these conditions or otherwise) to the Company within 28 days of the date payment is due, c) suffer the appointment of o Receiver, d) pass a resolution for winding-up other than for purposes of bona fide amalgamation or bona fide reconstruction), e) commit a breach of any term of the contract or any other contract with the Company.

18. LIMITATIONS OF LIABILITY 18.1 The Company shall not be liable for any expenditure loss (including without limitation economic indirect and consequential loss) damage or injury (other than where the Buyer is a UK customer for UK supply, personal injury arising out of negligence for which the Company must accept liability in accordance with the Unfair Contracts Terms act 1977) arising out of any use or dealing with the Goods howsoever such expenditure loss damage or injury shall arise and whether from any defect in the Goods or the Company’s negligence or otherwise. 18.2 The Buyer shall indemnify the Company against all and any claims costs actions DI’ demands whatsoever and howsoever arising made by any third party (Including the Buyer’s employees) whether direct or indirect including without limitation those relating to the use of the Goods end those arising as result of the operation of the Consumer Protection Act 1987.

19. FORCE MAJEURE 19.1 In the event if the Company being delayed in or prevented from performing its obligations hereunder owing to any cause whatsoever beyond the Company’s control including without limitation act of God, war strikes lockouts, trade disputes, civil unrest, re\volution, non-delivery of goods to the Company or any other cause, the Company will not be liable for any loss damage or expenses incurred and shall be at liberty to cancel or suspend the contract for the period during which such cause subsists without incurring any liability arising therefrom, and the Customer shall not be entitled to terminate the contract. 19.2 The Company may after continuance of the force majeure for a reasonable period cancel the contract without incurring any liability therefore. 19.3 Without prejudice to clause 19.2 above in the event of non-delivery of goods resulting in the Company being enabled to fulfil its contractual obligations hereunder, the Company may at its sole option seek to obtain a suitable alternative provided always that the Buyer shall account to the Company for any costs thereby incurred including without limitations any additional sum in respect of price.

20. GENERAL AND LAW 20.1 This contract represents the entire agreement between the parties and supersedes all earlier warranties representations statement agreements (whether oral or in writing) and may only be varied or amended in writing between the parties. Failure by the Buyer to sign and return the Order Acknowledgement does not invalidate the terms and conditions of any Contract hereunder and in the event of the Buyer failing to sign and return,the Order Acknowledgement to the Company within 14 days of Its issue the Buyer is deemed to have accepted the terms and conditions as stated herein. 20.2 The headings of each provision are intended to be for convenience only and do not affect the interpretation thereof. 20.3 All notices of whatsoever nature shall be in English in writing (including telex and confirmed telefax) to be effective and shall be deemed to have been given 24 hours after despatch. 20.4 In the event of any dispute or difference arising in respect of any contract hereunder, the matter shall be settled by reference to and the parties hereto irrevocably submit to the exclusive jurisdiction of the English Courts save that the Company may in its absolute discretion pursue any such matter in any other jurisdiction it may consider appropriate. 20.5 The language of the contract shall be English, and the contract shall be construed and interpreted in accordance with English Low. 20.6 The ‘International Agreement applicable to transactions in Tops, NoiIs, Washed and Carbonised Wool and Wool Waster” from time to time drawn up by the International Wool Textile Organisation shall be incorporated into these terms and conditions. In the event of any inconsistency these terms and conditions shall prevail.