TERMS AND CONDITIONS OF SALE
1. DEFNITIONS AND INTERPRETATION 1.1 In these Conditions, the following definitions apply: BC SoftWear: BC SoftWear Limited, registered in England and Wales with company number 04340811. A reference to “BC SoftWear” in these Conditions shall be deemed to include BC Software’s affiliates, licensors, directors, officers and employees. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Conditions: these terms and conditions as amended from time to time in accordance with clause 18.9. Contract: the contract between BC SoftWear and the Customer for the supply of Goods and/or Services in accordance with these Conditions. Customer: the person or firm who purchases the Goods and/or Services from BC SoftWear. Customer Service: the BC SoftWear customer services whose details are set out in clause 18.8. Delivery Location: has the meaning set out in clause 4.2. Force Majeure Event: has the meaning given to it in clause 17.1. Goods: the goods (or any part of them) set out in the Order. Goods Specification: any specification for the Goods including any Service that is agreed in writing by the Customer and BC SoftWear and set out in the Contract. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered, and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. Laundry Technologies Centre: LTC&DTC Limited, having its principal place of business at Unit 10A, Drill Hall Business Centre Ilkley, LS29 8EZ. Order: the Customer's order for the supply of Goods and/or Services as set out in the Customer's purchase order form or overleaf or verbally by phone, or the Customer's written acceptance of BC SoftWear's quotation (including by email). Pricelists: BC SoftWear pricelists for Goods and Services as amended from time to time in accordance with clause 11.3. Services: the embroidery, labelling, security tagging and jacquard weaving services, provided by BC SoftWear on request by the Customer as set out in the Contract. 1.2 In these Conditions, the following rules apply: (a) unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular. (b) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (c) a reference to a party includes its personal representatives, successors or permitted assigns; (d) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (e) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (f) a reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT The Order constitutes an offer by the Customer to purchase Goods and/or Services from BC SoftWear in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Goods Specification are complete and accurate. Any offer to purchase by the Customer shall be subject to acceptance by BC SoftWear. Any quotation given by BC SoftWear shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of BC SoftWear which is not set out in the Contract. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions. Any samples, drawings, descriptive matters, specifications and advertising issued by BC SoftWear as well as any descriptions of the Goods or illustrations or descriptions of the Services contained in BC SoftWear’s catalogues or brochures (online and/or in hard copies) are issued or published for illustrative purposes only and do not form part of the Contract or have any contractual force. Any typographical, clerical or other error or omission in any sale literature, quotation, pricelist, acceptance of offer, invoice or other document or information issued by BC SoftWear shall at all times be subject to correction without any liability on the part of BC SoftWear. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing. BC SoftWear’s employees, contractors and agents are not authorised to make any representations or contractually binding statements concerning the Goods and/or Services. All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
3. GOODS 3.1 The Goods are described in BC SoftWear's catalogue or in the quotation. 3.1.1 BC SoftWear cannot guarantee that the colours of the Goods will be reproduced accurately. Colour reproduction will be at BC SoftWear’s sole discretion but BC SoftWear will use its best endeavours to reproduce all colours as accurately as reasonably possible. 3.1.2 The sizes, measurements and weight of the Goods contained in BC SoftWear’s catalogue or in the quotation are indicative only. BC SoftWear cannot guarantee that the sizes, measurements and weight of the Goods will be reproduced accurately. The Customer should allow a 10% tolerance on the sizes and measurements of the Goods. 3.1.3 To the extent that the Goods are to be manufactured in accordance with a Goods Specification of the Customer, BC SoftWear cannot guarantee the final quantities of Orders placed by the Customer and the Customer should allow a 10% tolerance for final quantities. 3.2 Subject to clauses 3.1.1, 3.1.2 and 3.1.3, BC SoftWear shall supply the Goods to the Customer in accordance with any Specification provided by BC SoftWear to the Customer in all material respects. 3.3 To the extent that the Goods are to be manufactured in accordance with a Goods Specification of the Customer, the Customer shall indemnify BC SoftWear 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) suffered or incurred by BC SoftWear in connection with any claim made against BC SoftWear for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with BC SoftWear’s use of the Goods Specification. This clause 3.3 shall survive termination of the Contract. 3.4 BC SoftWear reserves the right (but does not assume the obligation) to amend the specification of the Goods if requires by any applicable statutory or regulatory requirements. 3.5 The availability of Goods is always subject to stock availability and BC SoftWear makes no representation or guarantee that any Goods will be available for purchase.
4. DELIVERY OF GOODS 4.1 BC SoftWear shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and BC SoftWear reference numbers, the type and quantity of the Goods (including the code, number of the Goods, where applicable), special storage instructions (if any), applicable washing instructions as contained in Appendix 1 and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered. 4.2 BC SoftWear shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location). 4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location. 4.4 Delivery times for Goods are not guaranteed and BC SoftWear will aim to deliver to Delivery Locations in the UK within 5 Business Days. For express delivery, the Customer shall place an Order before 12.00 (midday) for a next-day delivery. 4.5 Delivery times for Goods that include a Specification are not guaranteed and BC SoftWear will aim to deliver such Goods to Delivery Locations in the UK within 5 Business Days. There is no express delivery available for Goods that include a Specification. 4.6 To get a quote for delivery times outside the UK, please contact BC SoftWear Customer Service. 4.7 Notwithstanding clauses 4.4 to 4.6, any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. BC SoftWear shall not be liable for any delay or failure in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide BC SoftWear with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.8 If BC SoftWear fails to deliver the Goods, it shall inform the Customer of such impossibility to deliver the Goods and shall have no liability for any such failure. Where payment was made in advance, such payment for unavailable Goods shall be refunded if the Goods are no longer required by the Customer. BC SoftWear shall not be liable for any delay or failure in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide BC SoftWear with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.9 If the Customer fails to take delivery of the Goods, BC SoftWear may charge the Customer for the costs of storage of the Goods at the applicable rates at that time of a storage company local to BC SoftWear. If 10 Business Days after the day on which BC SoftWear attempted to make delivery of the Goods the Customer has not taken delivery of those Goods, BC SoftWear may resell (unless the Goods are manufactured in accordance with a Goods Specification of the Customer) or otherwise dispose of part or all of the Goods. 4.10 If BC SoftWear delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them. 4.11 BC SoftWear may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. RETURN, EXCHANGE AND CANCELLATION POLICY 5.1 Goods can be returned within 7 Business Days following completion of delivery provided a “Return Authorisation” has been granted to the Customer, at BC SoftWear’s sole discretion, by calling the BC SoftWear Customer Services. Any Goods that have been authorised for return shall be returned at the Customer’s expense and addressed to BC SoftWear Limited, Unit 2a St Peters Road, Maidenhead, Berkshire, SL6 7QU. The Goods must be returned unused with the original invoice and original packaging. 5.2 When Goods are returned in accordance with clause 5.1, BC SoftWear shall, other than when the Goods are returned for an exchange, refund the Customer by bank transfer when the payment was made using this method. If the payment was made by cash or by cheque, BC SoftWear shall refund the Customer by cheque. If, in BC SoftWear’s sole opinion, the Goods are damaged (in whole or in part) when returned, BC SoftWear may reject the returned Goods and in such circumstances, the Customer shall not be entitled to a refund. 5.3 Goods can be exchanged within 7 Business Days following completion of delivery for Goods of the same or greater value. If Goods are exchanged for a greater value Goods, the Customer shall be liable to pay for the value difference. Goods exchange is subject to stock availability and the Customer shall not rely on any guarantee of availability. 5.4 Special Orders, Goods that include a Specification or altered Goods are not be eligible for return, exchanges and/or cancellation and this shall at all times be at BC SoftWear’s sole discretion.
6. RESALE 6.1 Subject to clause 8.4, the Customer may resell the Goods in the ordinary course of its business (but not otherwise) before BC SoftWear receives payment for the Goods. However, if the Customer resells the Goods before that time: (a) it does so as principal and not as BC SoftWear’s agent; and (b) title to the Goods shall pass from BC SoftWear to the Customer immediately before the time at which resale by the Customer occurs. 6.2 The Customer may not resale the Goods in different or altered packaging. 6.3 The Customer shall be solely responsible for any kind of obligations agreed by the Customer with its end-customers. The Customer agrees to indemnify BC SoftWear and its respective officers, directors, employees, representatives and agents from and against all liabilities, costs, expenses, damages, 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) suffered or incurred by BC SoftWear in connection with any claim, demand, suit, action made against BC SoftWear relating to, arising out of or in connection with the Customer’s end-customers or any third party that may assert to be arising out of or relating to the sale or resale of the Goods by the Customer or a defect in the Goods as well as to the Customer’s infringement or misappropriation on any Intellectual Property Rights of any third party. 6.4 The Customer shall not make any representation or warranties whether written or oral to its end-customer or any third party on behalf of BC SoftWear.
7. QUALITY OF GOODS 7.1 The Goods on delivery shall: (a) conform with their description and any applicable Goods Specification; (b) be free from material defects in design, material and workmanship. 7.2 Subject to clause 7.3 if: (a) the Customer gives notice in writing within a reasonable time of discovery and, in any event, within 7 Business Days that some or all of the Goods do not comply with the conditions set out in clause 7.1; (b) BC SoftWear is given a reasonable opportunity of examining such Goods; and (c) the Customer (if asked to do so by BC SoftWear), returns such Goods to BC SoftWear’s place of business at the Customer's cost, BC SoftWear shall, at its sole option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 7.3 BC SoftWear shall not be liable for the Goods' failure to comply with the conditions in clause 7.1 if: (a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 7.2; (b) the defect arises because the Customer failed to follow BC SoftWear's oral or written instructions as to the storage, washing (see the washing instructions provided in the Appendix to these Conditions), use or maintenance of the Goods or good trade practice; (c) the defect arises as a result of BC SoftWear following any drawing, design or Goods Specification supplied by the Customer; (d) the Customer alters or repairs such Goods without the written consent of BC SoftWear; (e) the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal usage conditions; (f) the Goods differ from their description of form the Goods Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 7.4 Except as provided in this clause 7, BC SoftWear shall have no liability to the Customer in respect of the Good’s failure to comply with the conditions set out in clause 7.1. 7.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by BC SoftWear. 7.6 BC SOFTWEAR MAKES NO OTHER WARRANTY TO THE CUSTOMER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS AND SERVICES TO THE FULLEST PERMITTED BY LAW. BC SOFTWEAR SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES RELATED TO MECHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS WELL AS OTHER STAUTORY WARRANTY ON HIDDEN DEFECTS.
8. TITLE AND RISK 8.1 Risk in Goods shall pass to the Customer on completion of delivery. 8.2 Title to Goods shall not pass to the Customer until the earlier of: (a) BC SoftWear receiving payment in full (in cash or cleared funds) for the Goods; and (b) the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.1. 8.3 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 15.1(b) to clause 15.1(m), then, without limiting any other right or remedy the Supplier may have: (a) the Customer's right to resell Goods or use them in the ordinary course of its business ceases immediately; and (b) the Supplier may at any time: (i) require the Customer to deliver up all Goods in its possession which have not been resold; and (ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. 8.5 Without prejudice to clause 8.4, BC SoftWear may recover Goods in which title has not passed to the Customer. The Customer irrevocably licenses BC SoftWear its officers, employees and agents, to enter any premises of the Customer (including with vehicles), in order to satisfy itself that the Customer is complying with the obligations in clause 8.3, and to recover any Goods in which property has not passed to the Customer.
9. SUPPLY OF SERVICES 9.1 BC SoftWear shall provide the Services to the Customer in accordance with the Goods Specification. 9.2 BC SoftWear shall use all reasonable endeavours to meet any performance dates for the Services specified in the Contract but any such dates shall be estimates only and time shall not be of the essence of the performance of the Services. 9.3 BC SoftWear shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and BC SoftWear shall notify the Customer in any such event. 9.4 BC SoftWear warrants to the Customer that the Services will be provided using reasonable care and skill.
10. CUSTOMER'S OBLIGATIONS 10.1 The Customer shall: (a) ensure that the terms of the Order and (where applicable) the Goods Specification are complete and accurate; (b) co-operate with BC SoftWear in all matters relating to the Services; (c) provide BC SoftWear, its employees, agents, consultants and subcontractors, with access to the Customer’s premises, office accommodation and other facilities as reasonably required by BC SoftWear to deliver the Goods; and (d) provide BC SoftWear with such information and materials as BC SoftWear may reasonably require to supply the Goods and Services and ensure that such information is accurate in all material respects. 10.2If BC SoftWear's performance of any of its obligations in respect of the Goods and Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default): (a) BC SoftWear shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays BC SoftWear's performance of any of its obligations; (b) BC SoftWear shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from BC SoftWear's failure or delay to perform any of its obligations as set out in this clause 10.2; and (c) the Customer shall reimburse BC SoftWear on written demand for any costs or losses sustained or incurred by BC SoftWear arising directly or indirectly from the Customer Default.
11. PRICES AND PAYMENT 11.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in BC SoftWear's published Pricelist as at the date of delivery. The price of the Goods is inclusive of all costs and charges of packaging, insurance but exclusive of costs and charges of delivery of Goods which shall be paid by the Customer when it pays for the Goods. 11.2 The price for Services and Delivery shall be the price set out in the Order or, if no price is quoted, the price set out in BC SoftWear's published Pricelist as at the date of delivery. 11.3 The prices quoted in the BC SoftWear Pricelists are subject to change. BC SoftWear reserves the right to change the prices for the Goods, Services and Delivery by giving notice to the Customer at any time before delivery, to reflect any increase in the price that is due to: (a) any factor beyond the control of BC SoftWear (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); (b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered or the Goods Specification; or (c) any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give BC SoftWear adequate or accurate information or instructions in respect of the Goods. 11.4 Unless otherwise agreed in writing with BC SoftWear, payment for the Goods must be made in advance of delivery to the bank account nominated in writing by BC SoftWear 11.6 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by BC SoftWear to the Customer, the Customer shall, on receipt of a valid VAT invoice from BC SoftWear, pay to BC SoftWear such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods. 11.7 If the Customer fails to make any payment due to BC SoftWear under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Allied Irish Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment, The Customer shall pay the interest together with the overdue amount. 11.8 The Customer shall pay all amounts due under the Contract in full without any right of set-off, counterclaim, deduction or withholding except as required by law. BC SoftWear may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by BC SoftWear to the Customer.
12. INTELLECTUAL PROPERTY RIGHTS BC SoftWear’s Intellectual Property Rights in or arising out of or in connection with the Goods shall remain the exclusive property of BC SoftWear and the Customer shall not make any unauthorised use of such Intellectual Property Rights, or authorise or permit any of its agents or contractors or any other person to do so.
13. CONFIDENTIALITY A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 13 shall survive termination of the Contract.
14. LIMITATION OF LIABILITY 14.1 Nothing in these Conditions shall limit or exclude BC SoftWear's liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); (d) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or (e) defective products under the Consumer Protection Act 1987. 14.2 Subject to clause 14.1: (a) BC SoftWear shall under no circumstances whatever be liable to the Customer, 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; and (b) BC SoftWear's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the price paid to BC SoftWear for the Goods in question. 14.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. 14.4 The remedies set forth in these Conditions will be the Customer’s sole and exclusive remedies for any claim against BC SoftWear under or related to a Contract or these Conditions. 14.4 This clause 14 shall survive termination of the Contract.
15. TERMINATION 15.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so; (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; (c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; (d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party; (e) the other party (being an individual) is the subject of a bankruptcy petition or order; (f) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; (g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company); (h) the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver; (i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; (j) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(b) to clause 14.2(i) (inclusive); (k) the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; (l) the other party's financial position deteriorates to such an extent that in BC SoftWear's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or (m) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation. 15.2Without limiting its other rights or remedies, BC SoftWear may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and BC SoftWear if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 15.2(b) to clause 15.2(m), or BC SoftWear reasonably believes that the Customer is about to become subject to any of them. 15.3 Without limiting its other rights or remedies, BC SoftWear may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment. 15.4 On termination of the Contract for any reason: (a) the Customer shall immediately pay to BC SoftWear all of BC SoftWear's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, BC SoftWear shall submit an invoice, which shall be payable by the Customer immediately on receipt; (b) the Customer shall return all of BC SoftWear Materials and any Deliverables which have not been fully paid for. If the Customer fails to do so, then BC SoftWear may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract. 15.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of a Contract that existed at or before the date of termination. 15.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
16. DATA PROTECTION 16.1By placing an Order with BC SoftWear, the Customer agrees and understands that BC SoftWear may store, process and use the data collected from the Customer’s order form or phone/fax/email order for the purposes of processing that order. BC SoftWear may also share such data with selected third parties, including the manufacturer of the Goods, for the purposes of supplying the Goods and/or Services to the Customer. 16.2If the Customer wishes to have access to the information that BC SoftWear holds concerning the Customer, or wants to make any change to it, or does not want to receive information form BC SoftWear or third party companies, the Customer should contact BC SoftWear Customer Service.
17. FORCE MAJEURE 17.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of BC SoftWear including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of BC SoftWear or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. 17.2 BC SoftWear shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. 17.3 If the Force Majeure Event prevents BC SoftWear from providing any of the Goods and/or Services for more than 12 weeks, BC SoftWear shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
18. GENERAL 18.1 Assignment and other dealings. (a) BC SoftWear may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party. (b) The Customer shall not, without the prior written consent of BC SoftWear, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract. 18.2 Notices. (a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the business address of a party; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 18.3 Severance. (a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. (b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 18.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 18.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way. 18.6 Export control. The Customer shall comply with all laws, regulations and order applicable to the export, re-export, transfer or resale of the Goods or the provision of the Services. 18.7 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms. 18.8 Customer Service. Any complaints regarding the Goods or Services can be made via mail to: FAO Customer Service, BC SoftWear Limited Unit 2a St Peters Road, Maidenhead, Berkshire SL6 7QU; or via email at: firstname.lastname@example.org; or via telephone on 0845 210 40000. The Customer Service phone line is open from 9 am – 5 pm on Business Days. 18.9Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by BC SoftWear. 18.10 Dispute Resolution. Any dispute arising out of or in connection with a Contract that cannot be resolved between the parties within 14 Business Days shall be submitted to the Laundry Technologies Centre in accordance with their procedures, assuming the dispute is relating to the performance of goods supplied. 18.11 Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. 18.12 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Appendix 1 Washing Instructions Wash before use: We recommend that all towels and robes are washed before use, to remove natural surplus lint and fluff. Super thick towels may need several washes before all surplus fluff is removed. The washing process also increases the absorbency of the towel. Washing Temperature: All coloured towels should be washed at 40°C (60°C maximum). White towels 100% Pure Egyptian Cotton. Wash up to 90°C if required. Fleecy Blankets. 86% Acrylic 7% Polyester 7% Cotton. Cool wash at 30°C or Professionally Dry Clean. Do not tumble dry. Fleecy Bathrobes 100% Polyester. Wash at 40°. Tumble dry low heat. Do not over dry. Supreme Bathrobes 55% Polyester 45% Cotton. Wash up to 60° (Colour 40°C) . Tumble dry low heat. Do not over dry. Do Not Bleach Coloured Towels: The detergents used for coloured towels must not contain any type of bleach or optical brightening agents, since this will affect the colour significantly, particularly in lighter or pastel colours. We recommend that you check the Ingredients of your detergents prior to washing* For washing in commercial environments and On Premise Laundries, we recommend the use of a reputable commercial detergent that has been specially designed for laundry care. We recommend www.sparenity.co.uk Caution: Towels which have been impregnated with essential oils should be washed at 40°C minimum to ensure oil residues are removed. We also recommend that you use emulsifiers – take advice from your detergent supplier. If you do tumble dry towels, they should be allowed to cool prior to stacking. Care Advice: Tumble drying can help to fluff your towels and make them feel soft, unless otherwise stated. Your towels will last longer if you avoid over-drying them. Loose threads that appear can be cut with scissors. Do not pull threads. *BC SoftWear/Towelsoft will not accept any responsibility for colour variations if the towels have had any contact with chlorine products, bleaching or optical brightening agents (OBA’s) which will be found in the ingredients list of your detergent.