Terms & Conditions

1. J.Brown Fabrics Limited (“the Company”) contracts with every other party (“the Customer”) subject to and upon the following terms and conditions that shall govern the sale of the Company’s goods and the provision of any services to be provided in connection with the goods, exclusively, notwithstanding any terms or conditions (whether written or oral) or purported variations contained on any order or correspondence submitted by the Customer to the Company unless same are accepted in writing by a duly authorised officer of the Company. Save as hereinbefore provided for, no employee or agent of the Company has authority to vary, add to or depart from these terms and conditions or make any representations in relation to the goods sold or any services provided hereunder or to the Contract made herein.

2. The Company’s goods are sold subject to prices and conditions ruling at the time of invoice. The Company’s prices of goods do not include delivery from its premises or any manufacturer’s works to the Customer’s premises unless otherwise specified in the Company’s confirmation of order form or invoice.

3. As a condition precedent to recovery for total or partial loss of or a shortage in or damage to or defects in any goods supplied hereunder, every claim for same must be made in writing by the Customer without delay and in any event, within ten days after the receipt of such goods by or on behalf of the Customer and the Customer must preserve whatever rights of action it may have against third parties in respect thereof. Complaints will not be considered by the Company at any time after cutting or commencement of any other process on the delivered goods and no liability whatever is accepted by the Company in respect of same. Goods may not be rejected or returned by the Customer without prior agreement with the Company. We reserve the right to have the fabric independently tested before agreeing to replacing faulty goods or authorising the re-cover of furniture. Complaints concerning minor trade or technically unavoidable variation in quality, colour, width, weight or finishing cannot be entertained and the company will have no liability in respect of same.

4. In the absence of any express written provision to the contrary, all invoices are payable on the 30th of the month following the date of the invoice. Any amount unpaid on the due date shall automatically and without notice of default, attract interest at a rate of 2% above the legal interest rate. Until full payment of the invoice amount, including interest, the Company will not be obliged to make any further deliveries against any current contract. If the customer is in delay with a due payment, the Company shall be entitled to demand cash payments for the total outstanding deliveries that are overdue for payment before delivery of any further goods.

5. The property and title in all goods supplied by the Company to the Customer shall (notwithstanding delivery and passing of risk) remain in the Company until the entire of the purchase price and all other sums due by the Customer to the Company in respect of such goods have been paid in full.

The Customer shall be entitled to transform the goods or to incorporate them in a new product of products. In that case the Company reserves to itself the legal and equitable title to the final products or products into which the goods are incorporated or mixed. The Customer shall store the final product separately, and property of these products shall remain with the Company until full payment has been made to the Company for the goods. The Customer may sell the goods in the normal course of its business but on condition that the Customer, in a fiduciary capacity as bailee of the goods, and for so long as he has not fully discharged his debt to the Company, shall hold and pursue claims for the proceeds of their sale equal to the price of the goods for and on behalf of the Company. The Customer shall fully pursue such claims and if necessary shall recover the sums due by legal process. The Customer shall, if so required by the Company, allow us to conduct in the Customer’s name legal proceedings in respect of the monies due on the sale of the goods. Any sums recovered by us in respect of the legal proceedings (including sums received by us in settlement thereof whether or not equal to the sums claimed) shall be applied to the payment of the monies due to the Company from the buyer and then to the reasonable costs incurred by the Company in the course of such proceedings. Any balances remaining shall be paid to the Customer.

Prior to the sale of the goods, the Customer shall, so far as reasonable practicable, store the goods separately from similar goods of the Customer, mark the goods as our property and shall not remove, obliterate or in any manner alter any label, mark or other means we may have of identifying the goods.

In the event of the Customer being declared bankrupt or having a Receiver appointed or a Petition presented or resolution passed for it’s winding up, all sums unpaid by the Customer for goods supplied by the Company shall, notwithstanding that credit terms otherwise agreed shall not have expired, become immediately due and payable and the Customer’s right to deal in the ordinary course of business or otherwise sell or dispose of goods, the title of which remains in the Company, shall automatically and immediately terminate.

6. The company shall not be liable to the Customer for any loss damage or expense whatsoever arising or resulting from acts of God, government orders, strikes, lock-outs or other industrial action, inability to secure labour, materials or supplies at commercially justifiable rates, accidents, plant break-downs, war, civil commotion or any other circumstances whether of the foregoing class or not, beyond the control of the Company and every contract with the Customer as may be necessary due to force majeure.