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 sampling of goods 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 Invoice.

Initial Sample                 any sample produced prior to order commitment (also referred to as “Re-Submit Initial Sample” or “Prototype Sample”)

Pre-Production Sample   any sample produced after order commitment (also referred to as “Re-Submit Pre-Production Sample” or “PP Sample”)

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 14.

2. Conditions

2.1       These Conditions shall form the basis of the contract between the First Party and Second Party in relation to the Sampling 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 Invoice.

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. Purpose of Sampling

5.1       The purpose of sampling is to be as accurate as possible to the Goods specification however the Second Party accepts the purpose of sampling is to also to;

      5.1.1    Determine what the First Party has understood from the specification and what the First Party may not have understood.

      5.1.2    Determine what of the Second Parties specifications have worked and what specifications may need to change.

      5.1.3    Determine if the Second Parties wishes to make any amendments to their original specification.

5.2       The Second Party understands that sampling is a trial-and-error process, where the Goods are refined through subsequent sampling rounds until it is ready for bulk production.

5.3       The Second Party understands that the Goods may not be conform exactly to their original specification as the process of sampling is to prototype the Goods to determine what the First Party has understood and what the First Party may not have understood, and to then refine the Goods through subsequent sampling iterations.

6. Refining the Product

6.1       When the Second Party receives their Goods, the First Party will work with the Second Party to take instruction and subsequently write up any formal comment changes the Second Party might like to make on their sample.

6.2       The Second Party then has the option to;

      6.2.1    Place an order commitment with the First Party and proceed to Pre-Production sampling to refine the product ready for bulk production (Pre-Production sampling is free of charge as the Second Party would have committed to a bulk order), or

      6.2.2    Request a Re-Submit Initial Sample to be produced prior to order commitment. The Second Party understands any sampling prior to order commitment is chargeable.

7. Sampling Charges

7.1       Initial sampling (or Re-Submit Initial Sampling) is chargeable, as there is no order commitment from the Second Party.

7.2       Pre-Production sampling (or Re-Submit Pre-Production Sampling) is free of charge as there is an order commitment from the Second Party.

7.3       The Second Party understands that the cost of sampling isn’t necessarily to receive a sample that confirms exactly to the Goods specification. The cost of sampling covers the cost of the raw materials, time, and workmanship to produce the sample. The customer is not necessarily paying for a perfect finished product (as if ready for retail sale).

7.4       The Second Party understands that, for what-ever reason, should any sample be requested prior to order commitment, then sampling is chargeable. Sampling only becomes free of charge after an order commitment is made.

8. Sampling Mistakes / Misunderstanding

8.1       It is the Second Parties responsibility to communicate their specific requirements, expectations, and design changes accurately and clearly to the First Party. The First Party is not responsible for any errors resulting from the customer’s failure to provide complete and accurate information.

8.2       It is rare for the Initial Sample to arrive as a perfect or correct finished product (as if ready for retail sale). The Second Party understands that sampling is a process of trial-and-error which includes identifying where the First Party may have made mistakes or misinterpretations of the Goods specification.

9. Liability

9.1       The First Party shall not be liable for any losses, damages, or expenses incurred to the Second Party due to the use of the Goods or any delays or errors in the sampling process.

9.2       The Second Party shall indemnify the First Party against any claims arising from their use of the Goods.

10. Delivery of the Goods

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

10.2      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.

10.3      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.

10.4      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.

11. Acceptance of the Goods

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

12. Title and risk

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

12.2      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.

12.3      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.

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

      12.4.1   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

      12.4.2   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

      12.4.3   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.

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

13. Carriage of Goods

13.1      Carriage will be chargeable on all sales.

14. Force Majeure

14.1      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.

14.2      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.

14.3      If the Force Majeure Event prevents the First Party from providing any of the Goods for more than 2 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.

15. Intellectual Property

15.1      Subject to clause 12, the Second Party, shall retain all intellectual property rights to their designs and specifications. The First Party shall not use or disclose any confidential information or trade secrets belonging to the Second Party.

16. Termination

16.1     Either Party may terminate the sampling agreement process at any time if there is a breach of contract or if the Second Party fails to provide complete and accurate information however the Second Party understands any amounts pre-paid for the sampling process are non-refundable as costs would have been incurred by the First Party for raw materials, time & workmanship up to that point.

17. Limitation of Liability:


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

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

      17.1.2   fraud or fraudulent misrepresentation;

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

      17.1.4   defective Goods under the Consumer Protection Act 1987.

17.2      Subject to clause 17.1:

      17.2.1   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

      17.2.2   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 £500.00GBP (five hundred pounds sterling).

17.3      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.

17.4      This clause 12 shall survive termination of the Contract.

18. General

18.1      Notices.

      18.1.1   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].

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

18.2      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.

18.3      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.

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

18.5      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.

18.6      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.

18.7      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.

18.8      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).