1. Rag Sourcing Ltd. (T/A Rag-Sourcing), a company incorporated in England and Wales (registration number 14004269) having its registered and trading office at Nicholson House, Court Lane, Newent, Gloucestershire, GL18 1AR, UK;
(the “Seller“); and
2. Any Company or Individual deemed to have worked with the First Parties (a company or individual is considered to have worked with the First Parties if an invoice, order, service, delivery or contract has been raised by the First Parties to the company or individual, regardless of payment of invoice or fulfilment of order, service or contract)
(the “Buyer“)

1. Definitions

Seller                           means Rag Sourcing Ltd of Nicholson House, Court Lane, Newent, Gloucestershire, GL18 1AR. (the “First Party”)

Buyer                           the person who buys or agrees to buy the goods from the First Party. (the “Second Party”)

Conditions                    the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the First Party.

Goods                          the items which the Second Party agrees to buy from the First Party as set out in the Sales Order.

Price                            the price for the Goods, excluding VAT and any carriage, packaging and insurance costs.

Force Majeure Event     has the meaning set out in clause 11.

2. Conditions

2.1       These Conditions shall form the basis of the contract between the First Party and Second Party in relation to the Sale of Goods, to the exclusion of all other terms and conditions including Second Party ’s standard conditions of purchase or any other conditions which Second Party may purport to apply under any purchase order or confirmation of order or any other document.

2.2       All orders for Goods shall be deemed to be an offer by Second Party to purchase Goods from the First Party pursuant to these Conditions.  

2.3       Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of Second Party ’s acceptance of these Conditions.

2.4       These Conditions may not be varied except by the written agreement of a Director of the First Party.

2.5       These Conditions represent the whole of the agreement between the First Party and Second Party.  They supersede any other conditions previously issued.

3. Price

3.1       The Price shall be the price quoted on the First Parties Sales Order. 

4. Payment and Interest

4.1       Payment of the Price including all additional charges such as freight, duty, VAT and any other additions on the First Parties invoice shall be due within the payment terms on the First Parties invoice.  

4.2       Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of [8.5%] per annum above the Bank of England base rate from time to time in force.  Such interest shall accrue after as well as before any judgment.

4.3       Second Party shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the First Party.

5. Non-Refundable Deposits

5.1       The Second Party accepts the deposit payment made at the time of placing their order with the First Party in non-refundable

5.2       The non-refundable deposit is a partial payment towards the purchase of the Goods and will be offset against any final balance payment made upon completion, prior to shipment, of the Goods.

5.3       The non-refundable deposit shall usually be 50% of the purchase value or the Goods, or whatever % as the First Parties payment terms might stipulate on the order.

5.6       If the Second Party cancels the sale, the non-refundable deposit will not be refunded.

5.7       If the First Party cancels the sale, the non-refundable deposit will be refunded to the Second Party.

5.8       The First Party reserves the right to retain the non-refundable deposit in the event that the Second Party fails to complete the purchase once the Goods are complete and ready for shipment.

5.9       The non-refundable deposit does not guarantee the acceptance of the order by the First Party.

6. Goods

6.1       The Goods are described in the Sales Order.

6.2       The First Party reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements

7. Warranties

7.1       The First Party warrants that for a period of 1 months commencing on the date of delivery of the Goods (Warranty Period), the Goods shall:

       7.1.1     conform with their description;

       7.1.2    be of satisfactory quality with the meaning of the Sale of Goods Act 1979; and

       7.1.3     be fit for any purpose held out by the First Party.

8. Delivery of the Goods

8.1       Delivery of the Goods shall be made to Second Party ’s address.  Second Party shall make all arrangements necessary to take delivery of the Goods on the day notified by the First Party for delivery.

8.2       The First Party undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so.  Time of delivery shall not be of the essence of the contract.

8.3       The First Party shall not be liable to Second Party for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods.  If short delivery does take place, Second Party may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.

8.4       If Second Party fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the First Party shall be entitled to store and insure the Goods and to charge Second Party the reasonable costs of so doing.

9. Acceptance of the Goods

9.1       Second Party shall be deemed to have accepted the Goods 1 days after delivery to Second Party. 

9.2       Second Party shall carry out a thorough inspection of the Goods within 3 days and give notice in writing to the First Party after discovering that some or all of the goods do not comply with the Warranty above, Second Party must return the Goods to the First Party at Second Party ’s cost and the First Party shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.

9.3       Where Second Party has accepted, or has been deemed to have accepted, the Goods Second Party shall not be entitled to reject Goods which are not in accordance with the contract.

10. Title and risk

10.1      Risk shall pass on delivery of the Goods to Second Party ’s address.

10.2      Notwithstanding the earlier passing of risk, Title in the Goods shall remain with the First Party and shall not pass to Second Party until all monies due under all invoices (including interest and costs) has been paid in full.

10.3      Until title passes Second Party shall hold the Goods as bailee for the First Party and shall store or mark them so that they can at all times be identified as the property of the First Party.

10.4     The First Party may at any time before title passes and without any liability to Second Party :

       10.4.1   repossess and dismantle and use or sell all or any of the Goods and by doing so terminate Second Party ’s right to use, sell or otherwise deal in them; and

       10.4.2   sell the Goods to any third party of the First Parties choice without causing any trademark, copyright, intellectual property, regional, or any other infringement to Second Party ; and

       10.4.3   for that purpose (or determining what if any Goods are held by Second Party and inspecting them) enter any premises of or occupied by Second Party.

10.5      The First Party may maintain an action for the price of any Goods notwithstanding that title in them has not passed to Second Party.

11. Carriage of Goods

11.1      Carriage will be chargeable on all sales.

12. Force Majeure

12.1      For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the First Party including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the First Party or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.

12.2      The First Party shall not be liable to Second Party as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

12.3      If the Force Majeure Event prevents the First Party from providing any of the Goods for more than 1 months, the First Party shall, without limiting its other rights or remedies, have the right  to terminate this Contract immediately by giving written notice to Second Party.

13. Limitation of Liability:


13.1      Nothing in these Conditions shall limit or exclude the First Party’s liability for:

       13.1.1   death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

       13.1.2   fraud or fraudulent misrepresentation;

       13.1.3   breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

       13.1.4   defective products under the Consumer Protection Act 1987.

13.2      Subject to clause 13.1:

       13.2.1   the First Party shall under no circumstances whatever be liable to Second Party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

       13.2.2   the First Party’s total liability to Second Party in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £3000.00GBP (three thousand pounds sterling).

13.3      After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

13.4      This clause 12 shall survive termination of the Contract.

14. General

14.1      Notices.

       14.1.1   Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax [or e-mail].

       14.1.2   The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action

14.2      Waiver.  A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.3      No partnership or agency.  Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

14.4     Third parties.  A person who is not a party to the Contract shall not have any rights to enforce its terms.

14.5      This Contract contains the entire agreement and understanding of the parties relating to the subject matter of this Contract and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.

14.6      Variation.  Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the First Party.

14.7      Governing law.  This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

14.8      Jurisdiction.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).