1. Agreement

1.1         These terms and conditions form the basis of the legal agreement (”supply agreement”) under which we, Go Jute Limited (Company Number 6028997) and its subsidiary South Westerly Windbreaks, (herein jointly referred to as “the Company”) will supply to you goods and items (”goods”) which you, the customer, have ordered from the Company and it has agreed to supply to you.

1.2         Each order will constitute a separate supply agreement between both parties.

1.3         A supply agreement is made only upon these terms and conditions. No additional or alternative terms and conditions will apply to a supply agreement unless agreed in writing between the Company, or its authorised representatives, and you.

1.4         GoJute will be entitled to cancel a supply agreement at any time if you have exceeded or will (as a result of the supply agreement in question or otherwise) exceed your authorised credit limit with it, or if any invoices rendered to you for goods previously supplied are overdue.

2. Specification of goods

2.1         All descriptions and other details provided in relation to goods are subject to confirmation by the Company and may be changed without notice. All sizes are approximate sizes and are given as a general guidance only. Colours, shades, materials and sizes of goods may vary from those illustrated.

2.2         All goods are subject to availability. The Company may cancel a supply agreement, or offer suitable alternative items, if goods ordered are out of stock or no longer available.

2.3         The Company will rely upon your orders being correct in entering into a supply agreement and reserve the right to refuse to take back goods which are ordered in error or are no longer required. Any such goods returned to the Company by agreement must be returned within seven working days of agreement, undamaged, unmarked and unused. You are to pay the Company a handling charge equivalent to 10% of the invoice value or £25 (whichever is the greater) of the returned goods, plus VAT.

2.4         Bespoke goods are non-returnable.

2.5         The Company will take all reasonable steps to try to match colours, clarity and haze specifications but this cannot be guaranteed and the contract shall be deemed to have been performed by delivery of goods of the general shade, density or colour and general clarity and haze stipulated.

2.6         Whilst every effort will be made to maintain consistent standards, allowance must be made for some variation in shade from panel to panel during a production run, as no two items react in identical fashion when printed or dyed.

2.7         It is wholly your responsibility to ensure that the artwork is satisfactory before any goods are printed. The Company will give professional help in advising you as to the suitability of the artwork, but accept no responsibility whatsoever for the appearance of the design once it has been printed onto fabric.

2.8         In the case of printed goods the Company will not accept liability or responsibility for any errors in proofs which have been passed by you.

2.9         In no circumstances will the Company be liable for any consequential loss or damage no matter how arising. Liability in any case will be limited to the invoice value of the goods in question.

3. Prices and Payment

3.1         The price of the goods (”the contract price”) shall be the price or prices specified by the Company in any relevant quotation tender or estimate or (if there is no such quotation tender or estimate) shall be the price or prices specified in our price list current at the date of order.  The Company reserves the right to revise prices at any time without prior notice.

3.2         Unless the Company expressly states otherwise in writing, all prices are ex-works and are exclusive of carriage, postage, packaging, insurance, value added tax and any levy or other tax which may be payable in respect of the goods. Carriage is charged at cost.   The Company reserves the right to revise these charges at any time.

3.3         You are to pay the contract price plus carriage, postage and any other ex-works items specified in the invoice within the agreed terms. Payment is to be made in full in pounds sterling in cash or cleared funds without deducting or setting-off any amounts which the Company may owe to you.

3.4         The Company will be entitled to charge you interest at 10% over the base rate from time to time of Barclays Bank Plc (or such other clearing bank as the Company may nominate to you in writing) on all amounts payable by you under a supply agreement which are not paid when due from the time when those amounts first became payable up until the time when they are paid in full and whether that is before or after a court judgement.

3.5         Any payments received from you for goods supplied may be appropriated by the Company and applied towards discharging any amounts owed by you in respect of any goods previously supplied where payment is overdue and if so applied will not be deemed to have been received for the goods for which those amounts were tendered.

3.6         If you pay by credit card the Company reserves the right to make an additional charge to cover any additional administrative expense which the Company may thereby incur.

3.7         The Company shall grant the facility of a credit account on receiving two satisfactory trade references and bank references.  The Company will also consider where appropriate from time to time, searching your records at Credit Reference Agencies.

4. Delivery and/or collection

4.1         Delivery of goods will be deemed to have taken place:

4.1.1      Upon you collecting them from the Company’s premises, which you must do within two working days after we notify you that the goods are ready for collection (if the goods are able to be collected by you). Collection times are between 9am and 5pm on a working day.

4.1.2      Immediately upon the Company delivering the goods to any agreed or usual place for delivery (if we are to deliver the goods).

4.1.3      Immediately upon the Company posting them (if the Company is to deliver them by post). You must accept delivery of all goods which are in good condition.

4.2.1      If the Company is to deliver the goods to you (other than by post) within the mainland UK then it will arrange for delivery to be made to the agreed or usual place of delivery. Delivery times are usually Monday to Friday 9am – 5pm. The delivery address must be on the ground floor, be manned during the agreed time of delivery for unloading/receiving the goods and have no access or parking restrictions. For an additional charge delivery on a Saturday can be arranged, subject to availability.

4.2.2      If the Company is to deliver the goods to you by post then it will be free to choose the most appropriate courier.

4.2.3      If the Company is to deliver the goods to a non-mainland UK address then it will use one of its chosen couriers.

4.3         Unless otherwise agreed in writing, all delivery dates are estimated dates. Bags made in India are shipped by sea and are subject to shipping conditions; where a delivery date is stated in the order form this is intended only as a guide.  The Company does not accept liability for any consequential loss arising from non-delivery or delays in delivery of the goods.  The Company may deliver the goods to you in advance of any agreed or estimated delivery dates.

4.4         If you fail to take delivery of the goods or to give the Company sufficient instructions to enable delivery, then we may:-

4.4.1      Store the goods at your risk until actual delivery and charge you for additional costs which we may incur as a result of your failure or

4.4.2      Invoice you for the goods and upon not less than three working days notice to that effect.

4.4.3      Sell the goods at the best price reasonably obtainable. If the Company does that then you are to pay the Company the amount of the invoice and the reasonable costs of storage and sale minus the proceeds of sale (which we may use towards settlement of the invoice) or

4.4.4      Cancel the relevant supply agreement.

4.5         If the wrong or damaged goods are delivered to you then you are to notify the Company within forty eight hours of delivery giving full details of the damaged or incorrect goods. The Company will accept returns of such damaged or incorrect goods notified to it in writing within the relevant time period and will give you the option of a refund or replacement goods. Refunds or replacements claimed outside of the relevant time period will be at the Company’s discretion.  The Company will collect the damaged or incorrect goods from your premises.

4.6         You are to notify the Company in writing of non-delivery of part of a consignment within five working days of the delivery of the remainder of that consignment and of non-delivery of the whole of a consignment within five working days of the date upon which delivery was scheduled to take place. If you notify the Company of non-delivery within the stated time limits then you will be given the option of a credit or a further delivery of the missing goods. If no notification is received from yourselves then the Company shall not be liable to you for non-delivery.

4.7         Buyers and their agents are responsible for giving the correct details and complete delivery address at the time of order.

4.8         The Company will not accept returned goods that have been processed, damaged, degraded or decorated in any way.

5. Delayed Shipments

The Company will make every reasonable effort to deliver the shipment according to its regular delivery schedules, but these are not guaranteed and do not form part of the contract. The Company is not liable for any damages or loss caused by delays.

6. Circumstances beyond the Company’s control

The Company is not liable for any loss or damage arising out of circumstances beyond its control. These include but are not limited to :- ”Acts of God” – e.g. earthquake, cyclone, storm, flood, fog; “Force Majeure” – e.g. war, plane crash or embargo; any defect or characteristic related to the nature of the shipment, even if known to the Company; riot or civil commotion; any act or omission by a person not employed or contracted by the Company, e.g. Shipper, Receiver, third party, customs or other government official; industrial action; and electrical or magnetic damage to, or erasure of, electronic or photographic images, data or recordings.

7. Warsaw Convention

If the shipment is transported by air and involves an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention, if applicable, governs and in most cases limits Go Jute’s liability for loss or damage.

9. Risk property and insurance

9.1         All risk in the goods (including their loss or destruction) will pass to you:-

9.1.1      Immediately upon the date when delivery takes place (or would have taken place but for your act or default)

9.1.2      Immediately upon the goods leaving our premises (if the Company is to deliver them to a third party at your request)

9.1.3    Immediately upon the goods having been posted (if the Company is to deliver the goods by post)

9.2         The property in and title to the goods will not pass to you until the Company has received payment in full of all amounts due in respect of the goods and of all amounts due in respect of other goods previously delivered and invoiced to you.

10. Warranties and Conditions

The Company undertakes that the goods will, in all material respects, comply with any general description which we may have submitted to you, will be of satisfactory quality and reasonably fit for the purpose for which they were manufactured subject to normal use. As jute is a natural fibre, composed of plant materials and is bio-degradable colours, shades, textures and sizes of goods may vary.

11. Exclusion/limitation of the Company’s liability to you

11.1       With the exception of death or personal injury caused by the Company’s negligence (for which there will be no limitation) our liability to you is limited to the invoice value (not including VAT) of the goods which fail to comply with the express undertaking given in condition 6 above. You agree that, in return for the undertakings given in condition 6 all warranties, representations, guarantees, conditions and other terms which would be implied into a supply agreement by law are excluded.

11.2       The Company will not be deemed to be in breach of this supply agreement if it is unable to comply with contractual obligations because of any event or circumstance which is in any way wholly or primarily beyond its control or not due to its act or default and in any such event or circumstance the Company will be entitled to extend the time for complying with its obligations under a supply agreement by a reasonable time and (if it is still not able to comply with the obligations after such reasonable extension) either party may thereafter terminate the supply agreement in question by written notice to the other.

11.3       The Company will not be liable to you for loss of profits or of a market or for any type of special indirect or consequential loss.

12. Intellectual property rights

All copyrights, trademarks, patents and other industrial or intellectual property rights which may arise as a result of, or be displayed or incorporated in, any written or printed material or any brochure which the Company may produce is either the property of the Company or that of third parties and is not to be reproduced used or exploited in any manner whatsoever. You will indemnify the Company from and against all costs, claims and liabilities which it may incur as a result of you using, reproducing or exploiting any such industrial or intellectual property rights without the consent of the proprietor.

13. General matters

13.1       This supply agreement shall be governed by the Laws of England and shall be subject to the exclusive jurisdiction of the English Courts of Law.

13.2       A working day is any day from Monday to Friday except for Good Friday, Easter Monday, Christmas Day and any statutory bank or public holiday.

13.3       Both parties agree that these terms and conditions strike a reasonable balance between their respective interests. If any of these terms and conditions shall be invalid or unenforceable for any reason then that shall not affect the validity of the remainder of these terms and conditions which will remain in full force and effect but as if any such invalid or unenforceable term or condition had never formed part of it.