Terms & Conditions

1. Definitions

1.1    ‘Buyer’ means the person or entity who buys or agrees to buy goods and/or services from  the Seller

1.2    ‘Conditions’ means the terms and conditions of sale set out in this document and any other special terms and conditions as agreed in writing by the Seller.

1.3    ‘Delivery date’ means the date specified by the Seller when the Goods are to be delivered.

1.4    ‘Goods’ means the articles which the Buyer agrees to buy from the Seller.

1.5    ‘Price’ means the price for the Goods and/or Services excluding carriage, packing, insurance and VAT unless otherwise stated.

1.6    ‘Seller’ means A.W. Midgley & Son Ltd whose registered office is Bow House, 13 Cheddar Business Park, Wedmore Road, Cheddar, Somerset BS27 3EB, Company Registration No. 00508365.

2.    Conditions Applicable

2.1    These Conditions shall apply to all contracts for the sale and supply of Goods by the Seller to the Buyer to the exclusion  of all other  terms and conditions including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or any other similar document.

2.2.    All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.

2.3.    Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.

2.4.    Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

2.5.    The Seller does not accept liability for Goods where they are produced and supplied at the insistence of the Buyer and contrary to the Seller’s advice.

2.6.    These Conditions do not affect the Buyer’s Statutory Rights.

2.7.    Should any clause or provision of this Agreement be held invalid or inoperative such a decision shall not effect any other clause or provision hereof and the remainder of this Agreement shall be as effective as though such invalid or inoperative clause had not been contained herein.

3.    Price and Payment

3.1    The Price shall be the seller’s quoted price.  The price is exclusive of VAT which shall be due at the rate ruling on the date of the Seller’s invoice.

3.2    Where the Seller has provided an estimate of the cost prior to the placing of a confirmed order then the Seller will endeavour to remain within that estimate for a period of six weeks from the date thereof, however all estimates are        subject to price increases which are not within the Seller’s control and the Seller reserves the right to readjust any estimate to reflect any such increase.                         

3.3    Payment of the Price and VAT less any deposit previously paid shall be due on or before the delivery date.

3.4    The Seller reserves the right to charge interest at the rate of two and a half percent (2.5%) per month if the price specified is not paid in full by the due date as stated in sub-clause 3.3 above. Such interest shall be calculated on a daily basis from the due date until such time as payment is received by the Seller and compounded every three months.

3.5    The legal and equitable title to and property in the Goods shall remain vested in the Seller unless and until the Buyer pays all monies due or owing to the Seller arising under this Agreement.

3.6    All discounts over and above the Seller’s normal terms are subject to the Seller’s payment period as stated in sub-clause 3.3 above.  If for any reason other than one previously agreed in writing with the Seller payment has not been received within this period the Seller reserves the right to rescind all discounts over and above the Seller’s normal  terms and re-invoice for any applicable goods.

4.    The Goods

4.1    An exact match of colour, texture and/or finish between separate pieces of leather cannot be guaranteed. Any samples are provided for guidance only.

4.2    It is the Buyer’s responsibility to ensure that the Goods received are the Goods ordered and that the goods are inspected for any apparent faults.  Any faults should be notified to the Seller within 48 hours of acceptance of delivery.

4.3    “Shading” is the apparent difference in shade of colour sometimes seen in the leather.  Leather is a natural product and this characteristic is not a fault or indication of poor quality.

5.     Delivery date : All delivery dates are estimates given in good faith and are not intended to be legally binding. Time is not of the essence of this Agreement.

6.       Retention of Title of Goods

6.1    The Goods shall be at the Buyer’s risk as from delivery

6.2    In spite of delivery having been made properly the Goods shall not pass from the Seller to the Buyer until :

(a)    The buyer have paid the price plus VAT in full and

(b)    No other sums whatsoever shall be due from the Buyer to the Seller.

6.3    Until property in the Goods passes to the Buyer in accordance with clause 6.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller.  The Buyer shall store the goods (at no cost to the Seller) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Seller’s property.

6.4    Notwithstanding that the Goods (or any of them) remain the property of the Seller the Buyer may sell or use the Goods in the ordinary course of the Buyer’s business at full market value for the account of the Seller.  Any such sale or dealing shall be a sale or use of the Seller’s property by the Buyer on the Buyer’s own behalf and the Buyer shall deal as principal when making such sales or dealings.  Until title in the Goods passes from the Seller to the Buyer the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Seller and not be  mixed with other money or paid into any overdrawn account and shall at all material times identified as the Seller’s money.

6.5.    The Seller shall be entitled to recover the price plus VAT notwithstanding the property in any goods has not passed the Seller.

6.6    Until such time as the property in the Goods passes from the Seller the Buyer

shall on request deliver up such of the Goods as have not ceased to be in existence or resold to the Seller.  If the Buyers fails to do so the Seller may enter upon any premises owned occupied or controlled by the Buyer where the Goods are situated and repossess the Goods.  On the making of such request the rights of the Buyer  under clause 6.4 shall cease.

6.7   The Buyer shall not pledge or in any way, charge by way of security for any   

         indebtedness, any of the Goods which are the property of the Seller.  Without

        prejudice to the other rights of the Seller if the buyer does so all sums

whatever owing by the Buyer to the Seller shall forthwith become due and payable.

6.8    The Buyer shall insure and keep insured the Goods to the full price against “all risks” to the reasonable satisfaction of the Seller  until the date that the property in the Goods passes from the Seller, and shall whenever requested by the Seller produce a copy of the policy of insurance.  Without prejudice to the other rights of the Seller, if the Buyer fails to do so, all sums whatever owing by the Buyer to the Seller shall forthwith become due and payable.

7.    Acceptance of goods

7.1    The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.

7.2    After acceptance the Buyer shall not be entitled to reject Goods that are not in accordance with this Agreement.

8.    Arbitration

If any dispute or difference shall arise between the parties as to the meaning of this contract or any matter or thing arising out of, or connected with this contract, then it shall be referred to the determination of an arbitrator to be appointed by agreement of the parties, or (in default of agreement with 21 days of the service upon one party of a written request to concur in such appointment) by the President for the time being of the Chartered Institute of Arbitrators.

9.    Remedies of the Buyer

9.1    Where the Buyer rejects any goods of the Seller then the Buyer shall have no further rights whatsoever in respect of the supply of such goods or the failure by the Seller to supply Goods which confirm to this Agreement.

9.2    Where the Buyer accepts or has been deemed to have accepted any Goods then the Seller shall have no liability whatever to the Buyer in respect of those Goods.

10.    Third Party Rights

A person who is not  a party to this Agreement has no rights under  the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.

11.    Proper Law of Contract

This agreement is subject to the Law of England and Wales and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

12. Returns Policy and making Returns.

In the unlikely event that a parcel arrives damaged or faulty, please contact our Customer Services Team on 01934 741741  Monday to Friday 9 a.m. – 5 p.m. or by email  leather@awmidgley.co.uk  so we can arrange a replacement, exchange, or refund for you.

If you wish to return an item, with the exception of bespoke bags, we need to receive it back into our warehouse within 28 days of receipt for a refund or exchange. We ask that you please return items where possible with their original packing.

This does not affect your statutory rights. As the goods are your responsibility until they reach our warehouse, please ensure you package the returns to prevent any damage to the items or boxes.

With the exception of faulty and damaged goods, we are not responsible for the return postage and do advise that you obtain a Certificate of Postage in case the parcel fails to reach us.

If an item is returned to us outside of the 28 day time frame, or is in a non resaleable condition, a credit note will be issued at the discretion of A.W. Midgley & Son Ltd.
 
Please ensure that you check all items on receipt as faulty or damaged items must be reported within 8 working days of receiving the parcel