TERMS & CONDITIONS OF SALE

• INTERPRETATION
  • In these Conditions:

    'LOAKE' means LOAKE BROTHERS LIMITED (registered in England under number 43081). 'BUYER' means the person who accepts a quotation of the Loake for the sale of the goods or whose order for the goods is accepted by Loake. 'GOODS' means the goods (including any instalments of the goods or any parts for them) which Loake is to supply in accordance with these conditions. ‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and Loake. “DIRECT SALES” means sales to the Public via the Internet, Mail Order or similar channel. ‘WRITING’ includes e-mail, facsimile transmission and comparable means of communication.

  • Any reference in these Conditions to any provision of a Statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
• BASIS OF THE SALE
  • The Conditions shall apply to all contracts for the sale of Goods by Loake to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any purchase order, confirmation of order or similar document.
  • All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these conditions.
  • Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these conditions.
  • Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Loake.
  • Loake’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by Loake in writing. In entering into the contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
  • No statements made outside the Contract in brochures, catalogues, sales literature, correspondence or orally during negotiations are intended to have contractual effect.
• ORDERS AND SPECIFICATIONS
  • The quantity, quality and description of any specification for the Goods shall be those set out in Loake’s quotation (if accepted by the Buyer) or the Buyer’s order (if the quantity, quality and description are accepted by Loake).
  • If the Goods are to be manufactured or any extra process is to be applied to the Goods by Loake in accordance with a specification submitted by the Buyer, the Buyer shall indemnify Loake against all loss, damages, costs and expenses awarded against or incurred by Loake in connection with or paid or agreed to be paid by Loake in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Loake’s use of the Buyer’s specification.
  • Loake reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EC requirements or, where the Goods are to be supplied to Loake’s specification, which do not materially affect their quality or performance.
  • No order which has been accepted by Loake may be cancelled by the Buyer except with the agreement in writing of Loake.
• PRICE OF THE GOODS
  • The price of the Goods shall be Loake’s quoted price or, where no price has been quoted, the price listed in Loake’s published price list current at the date of acceptance of the order. Where the Goods are supplied for export from the United Kingdom, Loake’s applicable export price list shall apply. All quotations are subject to withdrawal at any time before a written Order from the Buyer is accepted by Loake.
  • Loake reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Loake which is due to any factor beyond the control of Loake (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other cost of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give Loake adequate information or instructions.
  • In respect of Direct Sales Loake will deliver to all UK mainland addresses free of charge. However on all sales other than Direct Sales and except as otherwise stated under the terms of any quotation or in any price list of Loake, and unless otherwise agreed in Writing between the Buyer and Loake, all prices are given by Loake on a carriage paid basis for 4 pairs or more to any address in the United Kingdom. Orders of less than 4 pairs shall carry a reasonable carriage and handling charge at Loake’s discretion.
  • In respect of Direct Sales the price is inclusive of VAT. However on all sales other than Direct Sales the price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to Loake.
• TERMS OF PAYMENT
  • In respect of Direct Sales the Buyer will pay for the goods by credit/debit card. However on all sales other than Direct Sales subject to any special terms agreed in writing between the Buyer and Loake, Loake shall be entitled to invoice the Buyer for the price of the Goods on or at any time after the Goods have left Loake’s premises for delivery to the Buyer, unless the Goods are to be collected by the Buyer in which event Loake shall be entitled to invoice the Buyer for the price at any time after Loake has notified the Buyer that the Goods are ready for collection.
  • On all sales other than Direct Sales and subject to any special terms agreed in Writing between the Buyer and Loake, The Buyer shall pay the price of the Goods (without any deduction) within 60 days (“the due date”) of the date of Loake’s invoice, and Loake shall be entitled to recover the price notwithstanding that delivery may not have taken place and the property in the goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
  • On all sales other than Direct Sales and provided that no other payments are due from the Buyer to Loake the Buyer shall be entitled to deduct an early payment discount of 4% of the price of the Goods for payment received within 7 days of the date of Loake’s invoice or 2.5% if payment is received within 30 days of the date of Loake’s invoice, or other early payment discounts agreed in writing between Loake and the Buyer.
  • On all sales other than Direct Sales and if the Buyer fails to make any payment by the due date then, without prejudice to any other right or remedy available to Loake, Loake shall be entitled to:
    • cancel the contract or suspend any further deliveries to the Buyer;
    • appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and Loake as Loake may think fit (notwithstanding any purported appropriation by the Buyer);
    • disallow any discount offered in the invoice;
    • charge the Buyer interest from the day immediately after payment is due (both before and after any judgement) on the amount unpaid, at the rate of 1.5 per cent per month or 8 per cent per annum over the base rate of HSBC plc from time to time in force (whichever is the higher) until payment in full is received by Loake (a part of a month being treated as a full month for the purpose of calculating interest); and
    • full reimbursement from the Buyer upon demand by Loake of all proper and reasonable costs and expenses (including legal costs) incurred in the collection of any overdue amount.
• DELIVERY
  • Any dates quoted for delivery of the Goods are approximate only and Loake shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by Loake in Writing. The Goods may be delivered by Loake in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
  • Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Loake to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
  • If Loake fails to deliver the Goods for any reason other than any cause beyond Loake’s reasonable control or the Buyer’s fault, and Loake is accordingly liable to the Buyer, Loake’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
  • If the Buyer fails to take delivery of the Goods or fails to give Loake adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of Loake’s fault) then, without prejudice to any other right or remedy available to Loake, Loake may:
    • store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or
    • sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
• INTELLECTUAL PROPERTY
  • Loake jealously guards its reputation and the reputation of its products and to that end on all sales other than Direct Sales requires that its products may only be sold in such circumstances and from such places at Loake is satisfied will enhance that reputation and thus All rights in the photographs, models, design and copyrights created for or owned by Loake used or to be used in connection with any products supplied by Loake remain the exclusive property of Loake. Loake grants to the Buyer the non-exclusive licence to include a copy of any such photographs models, or designs in the sales literature of the Buyer throughout the United Kingdom (save as stated below) until Loake revokes such right by the giving of written notice to that effect. If the Buyer requires the right to use such photographs models, or designs on the Internet or on any electronic media then such use will be conditional upon Loake approving in advance in writing the proposed use and will be subject to the payment of such fee as Loake shall require. Loake reserves the right not to give such approval for any reason and Loake will not be obliged to give any reason for such refusal
  • The Buyer shall not sell Goods purchased from Loake
    • at or from any place other than the Buyer’s authorised location(s);
    • to any person or entity other than the final retail customer.
    In case of breach by the Buyer of the above obligations Loake shall be entitled to cancel all outstanding Purchase Orders or halt the delivery of the Products without prejudice to Loake’s other rights and remedies and to seek damages for such unauthorised use.
  • On all Direct Sales the Buyer shall not re-sell the Goods.
• RISK AND PROPERTY
  • Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Loake has tendered delivery of the Goods.
  • Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until Loake has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by Loake to the Buyer for which payment is then due subject to the proviso that if the account with the Buyer reaches a nil balance then property shall not pass until Loake has complied with the Buyer’s written notice served on Loake for Loake to acknowledge that there are at the date of the service of the notice debts owed by the Buyer to Loake and confirmation by the Buyer that property in the goods has passed, such compliance by Loake to be within a reasonable period after service of the Buyer’s notice. The Buyer shall thereupon identify those goods in the Buyer’s possession in which the property has passed to the Buyer.
  • Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as Loake’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as Loake’s property, and shall be entitled to resell or use the Goods in the ordinary course of its business.
  • Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), Loake shall be entitled at any time to require the Buyer to deliver up the Goods to Loake and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
  • The Buyer shall not be entitled to pledge, or in any way charge by way of security, for any indebtedness, any of the Goods which remain the property of Loake, but if the Buyer does so all monies owing by the Buyer to Loake shall (without prejudice to any other right or remedy of Loake) forthwith become due and payable.
• WARRANTIES AND LIABILITY
  • Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification at the time of delivery shall (whether or not delivery is refused by the Buyer) be notified to Loake :-
    • In the case of Direct Sales within 14 days of despatch to the Buyer (the Buyer should as far as possible minimise any wear on the Goods prior to their return to Loake) and
    • In the case of sales other than Direct Sales within 28 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify Loake accordingly, the Buyer shall not be entitled to reject the Goods and Loake shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
  • No claim for damaged Goods, for shortages, or for non-delivery will be accepted by Loake unless written notice of such damage or shortage is received by Loake within 14 days of receipt of the Goods by the Buyer, or within 14 days of the damage or shortage being discovered where the damage or shortage could not reasonably have been discovered earlier, or (in the case of non-delivery) 14 days from the date on which the Goods could in the normal course of events have been expected to be received by the Buyer.
  • Where any valid claim in respect of any of the Goods which is based on any damage in transit, defect in the quality or condition of the Goods or their failure to meet specification is notified to Loake in accordance with these Conditions, Loake shall be entitled to replace the Goods (or the part in question) free of charge or, at Loake’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but Loake shall have no further liability to the Buyer.
  • Loake shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Loake’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Loake’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as caused beyond Loake’s reasonable control:
    • Act of God, explosion, flood, tempest, fire or accident;
    • war or threat of war, sabotage, insurrection, civil disturbance or requisition;
    • acts, restrictions, regulations, bye-laws, prohibitions or measure of any kind on the part of any governmental, parliamentary or local authority.
    • import or export regulations or embargoes;
    • strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Loake or of a third party);
    • difficulties in obtaining raw materials, labour, fuel, parts or machinery;
    • power failure or breakdown in machinery.
  • In the event that the Buyer believes, at any reasonable time after delivery, that the Goods have become defective Loake will always be prepared to consider its position and will always try to act fairly and reasonably towards the Buyer. In such a case the Buyer may return the Goods to Loake and Loake will investigate the complaint carefully and fairly. Where Loake finds that there is a defect arising from faulty manufacture it will, at its option, repair or replace the Goods and reimburse the Buyer his/her reasonable costs of returning the Goods. The Buyer must bear in mind that the Goods do wear out in due course and that there can be no fair complaint arising from fair wear and tear.
• INSOLVENCY OF BUYER
  • This clause applies on all sales other than Direct Sales and if:
    • the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of amalgamation or reconstruction); or
    • an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
    • the Buyer ceases, or threatens to cease, to carry on business; or
    • Loake reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
  • If this clause applies then, without prejudice to any other right or remedy available to Loake, Loake shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
• EXPORT TERMS
  • This clause applies to all sales other than Direct Sales and in these Conditions ‘Incoterms’ means the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there is any conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
  • Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 11 shall (subject to any special terms agreed in writing between the Buyer and Loake) apply notwithstanding any other provisions of these Conditions.
  • The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
  • Unless otherwise agreed in Writing between the Buyer and Loake, the Goods shall be delivered ex works and the Buyer shall be liable to pay Loake’s charges for transport, packaging and insurance.
  • The Buyer shall be responsible for arranging for testing and inspection of the Goods at Loake’s premises before shipment. Loake shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.
  • The Buyer undertakes not to offer the Goods for resale in any country notified by Loake to the Buyer at or before the time the Buyer’s order is placed, or to sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell the Goods in any such country.
• GENERAL
  • Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
  • No waiver by Loake of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
  • If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
  • The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.