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Terms and Conditions of Trade for Business Customers

1.            General

1.1          In these Conditions, Seller means Baisemark Limited (Company Number 01684676), Buyer means the person or firm who purchases the Goods from the Seller, Contract means the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions, Goods means the articles (or any part) of them described in an Order, Specification means the technical description (if any) of the Goods agreed by the Seller and Buyer, Order means the Buyer’s order for the supply of the Goods by the Seller.

2.            Basis of Contract

2.1          These Conditions apply to all Contracts, and supersede all of the Seller’s previous standard terms of trade. Any other terms that the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing are excluded. An Order is an offer by the Buyer to purchase Goods in accordance with these Conditions. When the Seller accepts the Order, a binding Contract will come into existence. The Contract will constitute the entire agreement between the Buyer and Seller.

2.2          Any samples, drawings, pictures, catalogues, brochures, web sites and advertising produced by or for the Seller show an approximate representation of the Goods, but do not form part of the Contract.

2.3          If Goods are manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Seller’s use of the Specification. This clause shall survive any termination of the Contract.

2.4          The Goods shall conform to the Specification on delivery. The Seller may amend any specification for the Goods if required by any applicable statutory or regulatory requirements.

3.            Force Majeure etc

3.1          The Seller shall not be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond the Seller’s reasonable control, which by its nature could not have been foreseen, or if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (of any workforce), failure of energy sources or transport networks, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, contamination, explosions, collapse of buildings, fires, floods, storms, earthquakes, loss at sea, epidemics, or similar events, natural disasters or extreme adverse weather conditions or default of suppliers or subcontractors.

3.2          If any sum payable by the Buyer to the Seller is overdue, or the Buyer becomes insolvent, suspends or ceases to trade, (or the Seller reasonably believes that the Buyer is about to become insolvent and notifies the Buyer accordingly) then without limiting any other right or remedy available to the Seller, the Seller may cancel or suspend all further deliveries under a Contract without incurring any liability to the Buyer, and all outstanding sums in respect of the Goods delivered to the Buyer shall become immediately due.

4.            Delivery Arrangements

4.1          Delivery of all Goods must be taken up within six months of the acceptance of the Order or by the date(s) agreed between the parties (whichever occurs first) (Long Stop Date). If the Buyer fails to accept delivery of the Goods when agreed, or by the Long Stop Date, as the case may be, then, except where the failure or delay is caused by a Force Majeure Event or the Seller’s default, delivery will be deemed to have taken place, the Seller may store the Goods until actual delivery (at the Buyer’s cost) and the Seller may resell or otherwise dispose of part or all of the Goods after the Long Stop Date.

4.2          The Seller may deliver the Goods by instalments, invoiced and paid for separately. Each instalment is a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

4.3          Delivery of the Goods shall be completed (if being collected by the Buyer) upon collection (loading of the Goods being the Buyer’s responsibility) or (if being delivered by the Seller) at arrival at the delivery location (unloading of the Goods being the Buyer’s responsibility).

4.4          Dates for delivery are approximate only, and the time of delivery is not of the essence. The Seller shall not be liable for any delay in delivery of the Goods caused by a Force Majeure Event or the Buyer’s failure to give delivery instructions.

4.5          The Buyer shall inspect the Goods immediately on actual delivery and shall as soon as possible, but in any event within four days from actual delivery give written notice to the Seller if the Buyer believes that the Goods are not in accordance with the Contract. If the Buyer does not, the Goods shall be deemed to be accepted and the Buyer shall be bound to pay for them.

5.            Lien

5.1          The Seller shall be entitled to a general lien on all goods of the Buyer in the Seller’s possession (including any Goods that the Buyer has paid for) for the unpaid price of any other Goods delivered to the Buyer by the Seller.

6.            Title and Risk

6.1          The risk in the Goods shall pass to the Buyer on delivery. Title in the Goods shall not pass to the Buyer until the Seller has received payment in full for the Goods and every other sum which is due from the Buyer to the Seller.

6.2          Until title to the Goods has passed to the Buyer, the Buyer shall hold the Goods on a fiduciary basis as the Seller’s bailee and shall store them separately so that they are identifiable as the Seller’s property and maintained in a satisfactory condition.

6.3          The Buyer may resell the Goods in the normal course of the Buyer’s business, but it shall give the Seller any information relating to the Goods as the Seller may require from time to time.

6.4          At any time, before title to the Goods passes to the Buyer, the Seller may by written notice to the Buyer require the Buyer to deliver up the Goods (provided that they have not been resold) and if the Buyer fails to do so promptly, the Seller may (without limiting any other right or remedy it may have) enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.

7.            Replacement of Defective Goods and Limits of Liability

7.1          If the Buyer gives notice to the Seller in accordance with the Contract; allows the Seller a reasonable opportunity of examining the defective Goods, and (if asked to do so by the Seller) returns the defective Goods to the Seller (at the Buyer’s cost), the Seller shall repair or replace the defective Goods or refund the price of the Goods in full, provided that the defect has not arisen from the Buyer’s specification, or the Buyer has altered or repaired the Goods, or the defect arose because of fair wear and tear, wilful damage, negligence or abnormal storage conditions.

7.2          Nothing in these Conditions shall limit or exclude the Seller’s liability for fraud or fraudulent misrepresentation; death or personal injury caused by its negligence (or the negligence of its employees, agents or subcontractors (as applicable)); or any other matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

7.3          The Seller shall not be liable to the Buyer, 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.

7.4          The Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract shall in no circumstances exceed 110% of the price of the Goods.

8.            Price and Payment

8.1          The price of the Goods is the amount set out in the Order, or if no price is quoted, the price in the Seller’s published list price in force as at the date of delivery will apply. The price is exclusive of VAT and the costs and charges of packaging, insurance, and transport, which shall be payable by the Buyer upon receipt of a valid VAT invoice.

8.2          Unless credit terms are agreed by the Seller, the Buyer shall pay the invoice in full (without any deduction or set-off or counterclaim) in cleared funds upon presentation of the Seller’s invoice. The Seller may (without limiting any other rights or remedies) set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer. If the Buyer fails to make any payment due to the Seller by the due date for payment, then the Buyer shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank plc’s base rate from time to time, accruing on a daily basis from the due date until the date of actual payment (whether before or after judgment).

9.            General

9.1          The Seller may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under a Contract.

9.2          If any court finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision (or part) shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

9.3          A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

9.4          A person who is not a party to the Contract shall not have any rights under or in connection with it.

9.5          The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.   

  • 12 Stocks Street. Manchester. M8 8QG. UK
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  • t: + 44 (0)161 839 3992
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  • f: + 44 (0)161 839 9699
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