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Terms

Bodyguard Workwear Ltd Terms & Conditions for the Sale of Goods

1.1 All quotations and contracts for the supply of goods by Bodyguard Workwear Ltd are made upon these Conditions of Sale ("the Conditions") which shall at all times override any terms and conditions which the Buyer of such goods ("the Buyer") imposes or seeks to impose, unless otherwise specifically agreed in writing by Bodyguard Workwear Ltd.

1.2 When you place an order to purchase a product from Bodyguardworkwear.co.uk, we will send you an e-mail confirming receipt of your order and containing the details of your order. Your order represents an offer to us to purchase a product which is accepted by us when we send e-mail confirmation to you that we've dispatched that product to you (the "Dispatch Confirmation E-mail"). That acceptance will be complete at the time we send the Dispatch Confirmation E-mail to you. Any products on the same order which we have not confirmed in a Dispatch Confirmation E-mail to have been dispatched do not form part of that contract.

1.3 Delivery of any goods following a quotation for supply made by Bodyguard Workwear Ltd will be made only upon the Conditions. Orders are accepted subject to the Conditions.

1.4 Any variation must be approved by an authorised Bodyguard Workwear Ltd representative in writing. Any quotation or estimate is given subject to the Conditions.

1.5 "The Contract" means any contract made between the parties that incorporates the Conditions.

2. Terms of Payment

2.1 Payment terms are 30 days from the date of invoice and in default Bodyguard Workwear Ltd shall be entitled without notice to the Buyer (even if the Buyer has a contract with a third party) to:

2.1.1 cancel any outstanding purchase order or quotation;

2.1.2 withhold and/or suspend supplies; or

2.1.3 adjust the Buyer's credit limit.

2.2 Bodyguard Workwear Ltd shall also be entitled, at its discretion, to receive payment of any and all monies in respect of goods supplied whether these monies would ordinarily be due for payment at that time or not.

2.3 In addition, Bodyguard Workwear Ltd shall be entitled to charge the Buyer interest on the amount unpaid at the rate of 8% above LloydTsb Bank Plc base rate until payment in full is made and the Buyer will indemnify Bodyguard Workwear Ltd in respect of all costs incurred by Bodyguard Workwear Ltd in recovering payment, including the cost of instructing solicitors.

2.4 No payment shall be deemed to have been received until Bodyguard Workwear Ltd has received cleared funds into their bank account.

2.5 In the event that the Buyer tenders payment by cheque and the cheque is subsequently returned by the Buyer's Bankers unpaid, the Buyer will also indemnify Bodyguard Workwear Ltd in respect of all resulting bank charges incurred by Bodyguard Workwear Ltd.

2.6 The Buyer shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by Bodyguard Workwear Ltd to the Buyer.

2.7 Bodyguard Workwear Ltd reserves the right to set off, deduct or discount any amounts due from Bodyguard Workwear Ltd under any other arrangement with the Buyer against any monies due to Bodyguard Workwear Ltd under this Contract.

3. Prices and Availability

3.1 All prices are subject to VAT where applicable.

3.2 Prices are correct at time of issue and are subject to change without prior notice.

3.3 The price charged to the Buyer will be the prevailing price at the time of ordering.

3.4 Despite our efforts, a small number of the thousands of products in our catalogue are mispriced. Rest assured, however, that we verify prices as part of our dispatch procedures. If a product's correct price is lower than our stated price, we charge the lower amount and send you the product. If a product's correct price is higher than our stated price, we will, at our discretion, either contact you for instructions before dispatch or cancel your order and notify you of such cancellation

3.5 We list availability information for products sold by us on the website, including on each product information page. Beyond what we say on that page or otherwise on the website, we cannot be more specific about availability. Please note that dispatch estimates are just that. They are not guaranteed dispatch times and should not be relied upon as such. As we process your order, we will inform you by e-mail or telephone if any products you order turn out to be unavailable.

4. Retention of Title

4.1 Although risk in the goods supplied passes to the Buyer on delivery, legal title in such goods shall not pass to the Buyer until Bodyguard Workwear Ltd has received in cleared funds the full price payable for such goods and all other goods supplied by Bodyguard Workwear Ltd to the Buyer for which payment is then due.

4.2 Until legal title passes, the Buyer shall hold the goods as Bodyguard Workwear Ltd's fiduciary agent and bailee and shall keep them properly protected, insured and stored separately from any other goods (whether or not supplied by Bodyguard Workwear Ltd). Until that time the Buyer is entitled to resell or use the goods in the ordinary course of its business but shall account to Bodyguard Workwear Ltd for the proceeds of sale and pending payment shall hold such proceeds on trust for Bodyguard Workwear Ltd absolutely.

4.3 The Buyer's right to resell or use the goods shall terminate automatically on the occurrence of any event set out in Condition 13 and/or if any sum owed to Bodyguard Workwear Ltd by the Buyer is not paid when due.

4.4 Until such time as legal title in the goods passes to the Buyer Bodyguard Workwear Ltd may at any time require the Buyer, its liquidator, receiver or administrator to return the goods and/or may repossess the goods by entering upon any premises of the Buyer or any third party where the goods are reasonably believed to be stored.

4.5 In addition and without prejudice to any other right or remedy available to Bodyguard Workwear Ltd, if the Buyer is in breach of the payment terms or of any of its obligations under this condition, Bodyguard Workwear Ltd shall be entitled to:

4.5.1 terminate the Contract;

4.5.2 suspend further deliveries; or

4.5.3 terminate any outstanding order or quotation without incurring any liability whatsoever as a consequence of this action.

4.6 Bodyguard Workwear Ltd reserves the right at any time before title in the goods has passed to the Buyer to require the Buyer to deliver up the goods if any of the events specified in Condition 13 occurs.

5. Delivery

5.1 Terms and conditions for delivery are only applicable in the UK. For delivery outside the UK please contact Bodyguard Workwear Ltd for additional costs.

5.2 Unless otherwise agreed delivery of the goods shall take place at the Buyer's place of business.

5.3 Where Bodyguard Workwear Ltd makes delivery of the goods to the Buyer's place of business or any other place as agreed in writing, all charges in relation to carriage, including, without limitation transport costs, insurance and unloading, will at Bodyguard Workwear Ltd's option, be borne by the Buyer.

5.4 If for any reason the Buyer does not accept delivery of any of the goods when they are ready for delivery then the goods will be deemed to have been delivered, risk passing to the Buyer (including for loss or damage caused by Bodyguard Workwear Ltd's negligence) and Bodyguard Workwear Ltd may:

5.4.1 store the goods until actual delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation storage and insurance); or

5.4.2 sell the goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Buyer for any shortfall below the Contract price.

5.5 Bodyguard Workwear Ltd reserves the right to deliver in installments and any failure to deliver one installment will not entitle the Buyer to terminate the Contract.

5.6 The quantity of any consignment of goods as recorded by Bodyguard Workwear Ltd upon despatch from Bodyguard Workwear Ltd's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

5.7 Claims for shortages or damaged goods must be made in writing to Bodyguard Workwear Ltd within 3 days of receipt of the goods.

5.8 Claims for non delivery must be made to Bodyguard Workwear Ltd within 10 days of date of despatch shown on invoice.

5.9 The Goods shall be at the Buyer’s risk on either entry on to the Buyer’s premises or being placed into the custody on the Buyer’s behalf and should be insured accordingly.

5.9.1 Proof of Delivery information must be requested by the Buyer with 4 weeks of invoice date. Thereafter, Bodyguard Workwear Ltd are not obliged to provide a Proof of Delivery and the Buyer must clear the invoice(s) in dispute, for payment in full.

5.9.2 Proof of Delivery information, is retrieved from Bodyguard Workwear Ltd’s courier service providers. This information when supplied to the Buyer cannot be disputed in terms of the Buyers employee representation (name of signatory), location of delivery and time/date. The Buyer must accept the information provided and clear all relevant invoices for payment without dispute. Bodyguard Workwear Ltd may provide the Proof of Delivery within 14 working days of written request from the Buyer.

5.9.3 Bodyguard Workwear Ltd will supply upto 5 proof of delivery documents in any given 12 month period at zero cost to the Buyer. Thereafter, Bodyguard Workwear Ltd reserves the right to charge £5.00 for providing each Proof of Delivery information document.

6. Returns

6.1 Notwithstanding any other provision in the Contract, Bodyguard Workwear Ltd may at its option allow the Buyer to return the goods upon the following conditions:

6.1.1 that the relevant goods are non-faulty;

6.1.2 that the relevant goods are products that are ordinarily held in stock by Bodyguard Workwear Ltd;

6.1.3 that the Buyer notifies Bodyguard Workwear Ltd within 5 days of delivery of its intention to return the goods;

6.1.4 that the goods are returned to Bodyguard Workwear Ltd within 10 days of delivery;

6.1.5 Bodyguard Workwear Ltd and the Buyer shall agree whether the goods shall be delivered by the Buyer to Bodyguard Workwear Ltd or collected by Bodyguard Workwear Ltd from the Buyer;

6.1.6 that the goods are undamaged, in the original packaging, with all trademarks or other labelling intact and fully suitable for re-sale;

6.1.7 the Buyer agrees to pay Bodyguard Workwear Ltd a 20% handling fee against the return of non-faulty standard goods.

6.2 Notwithstanding any other provision in the Contract, Bodyguard Workwear Ltd may from time to time at its sole option accept the return of non standard, non faulty goods upon separate rates, terms and conditions, to be agreed with the Buyer in advance of any such return. Non standard goods are goods which are not ordinarily held in stock by Bodyguard Workwear Ltd.

7. Small Order Charge

7.1 Bodyguard Workwear Ltd reserve the right to charge a small order charge of £10.00 (excluding VAT) at its discretion, for orders under the value of £100.00

8. Quality

8.1 If Bodyguard Workwear Ltd establishes to it's reasonable satisfaction that there is a defect in the goods or there is some other failure by Bodyguard Workwear Ltd in relation to the conformity of the goods with the Contract, then Bodyguard Workwear Ltd shall, at its option, at its sole discretion and within a reasonable time:

8.1.1 replace such goods with goods which are in all respects in accordance with the Contract; or

8.1.2 issue a credit note to the Buyer in respect of the whole or part of the Contract price of such goods as appropriate having taken back such goods, subject, in every case, to the remaining provisions of this Condition provided that the liability of Bodyguard Workwear Ltd under this Condition shall in no event exceed the cost price of such goods and performance of any one of the above options shall constitute an entire discharge of Bodyguard Workwear Ltd's liability under this warranty.

8.2 This Condition shall not apply unless the Buyer:

8.2.1 notifies Bodyguard Workwear Ltd of the alleged defect within 3 days of the time when the Buyer discovers or ought to have discovered the defect;

8.2.2 allows Bodyguard Workwear Ltd to collect the relevant goods;

8.2.3 complies with any reasonable request or instruction from Bodyguard Workwear Ltd; and

8.2.4 affords Bodyguard Workwear Ltd a reasonable opportunity to inspect the relevant goods.

8.3 If Bodyguard Workwear Ltd elects to replace the goods pursuant to this Condition, Bodyguard Workwear Ltd shall deliver the replacement goods to the Buyer at Bodyguard Workwear Ltd's own expense at the address to which the defective goods were delivered and the legal title to the defective goods which are being replaced shall, pass to the Buyer, pass back to Bodyguard Workwear Ltd.

8.4 Bodyguard Workwear Ltd shall be under no liability under the warranty in this Condition:

8.4.1 in respect of any defect arising from willful damage, negligence, abnormal storage conditions, failure to follow Bodyguard Workwear Ltd's or the manufacturers instructions whichever is appropriate (whether oral or in writing);

8.4.2 if the total price for the goods has not been paid by the due date for payment;

8.4.3 in respect of any type of defect or damage specifically excluded by Bodyguard Workwear Ltd by notice in writing; or

8.4.4 if the Buyer makes any further use of the goods after giving notice in accordance with this Condition.

8.5 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

9. Liability

9.1 Subject to Condition 8 above this Condition sets out the entire liability of Bodyguard Workwear Ltd (including any liability for the acts or omissions of its employees, agents and sub contractors) to the Buyer in respect of:

9.1.1 any breach of the Conditions or the Contract;

9.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with the Contract.

9.2 Nothing in the Conditions excludes or limits the liability of Bodyguard Workwear Ltd for death or personal injury caused by Bodyguard Workwear Ltd's negligence, or for fraudulent misrepresentation or for any matter which it would be illegal for Bodyguard Workwear Ltd to exclude or attempt to exclude its liability.

9.3 Liability for any direct loss or damage which arises out of or in connection with the Contract shall be limited to the Contract value.

9.4 Bodyguard Workwear Ltd shall not be liable to the Buyer for any indirect loss of profit, loss of business or depletion of goodwill or consequential loss or any claims for consequential compensation whatsoever which arise out of or in connection with the Contract.

10. Services

10.1 Any services which are subject to a separate fee and are to be performed by Bodyguard Workwear Ltd under the Contract are performed in accordance with Bodyguard Workwear Ltd's terms and conditions of service.

11. Safety and Product Recalls

11.1 The Buyer shall comply at all times with the written instructions and all written guidelines issued from time to time attached to the goods concerning their storage and use and the Buyer shall refer its employees and its customers to such instructions and guidelines.

11.2 The Buyer should satisfy itself that the persons responsible for the storage and use of any goods supplied by Bodyguard Workwear Ltd have all the information required on health and safety and Bodyguard Workwear Ltd shall not be liable to the Buyer in any civil proceedings brought by the Buyer against Bodyguard Workwear Ltd in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.

11.3 The Buyer shall keep Bodyguard Workwear Ltd properly informed of all complaints concerning the goods and shall comply with any directions of Bodyguard Workwear Ltd in any issues, proceedings or negotiations relating to such complaint.

11.4 In the event of any recall of the goods by Bodyguard Workwear Ltd the Buyer shall co-operate fully and promptly with any steps taken by Bodyguard Workwear Ltd under the Condition below.

11.5 Bodyguard Workwear Ltd may at its discretion recall any goods already sold by Bodyguard Workwear Ltd to the Buyer, (whether for a refund or credit or for replacement of the goods which shall in each case be undertaken by Bodyguard Workwear Ltd) and/or issue any written or other notification to the Buyer about the manner of use of any goods already sold by Bodyguard Workwear Ltd to the Buyer. The Buyer agrees to give all reasonable assistance to Bodyguard Workwear Ltd in resisting any claim which may arise under any recall of product by Bodyguard Workwear Ltd or the manufacturer of such product.

12. Force Majeure

12.1 The Company shall be relieved from any liability under any Contract if and to the extent that it may become unable to carry out all or any of its obligations as a result of any event or matter beyond its reasonable control. By the way illustration and not of limitation, the following are considered as events beyond the reasonable control of the Company: Strike, lock-out or other industrial dispute, public disorder, riot, revolution, mobilisation, hostilities, war (whether or not formally declared), epidemic, fire, earthquake, storm, flood and other acts of God, official regulations, orders, requirements or acts of any government or administrative authority, transportation difficulties, machine breakdown, failure of supplies or other causes. Where there is any shortage of goods, materials, energy or labour the Company will endeavor to allocate available resources fairly between one Buyer and another. The Company's decision as to any such allocation shall be final and insofar as such allocation results in the shortfall or delay to the Buyer of Goods or other non-performance of these Conditions such shortfall, delay or non-performance shall be deemed to arise from matters beyond the control of the Company and the Company shall be relieved from liability accordingly.

13. Termination

13.1 Bodyguard Workwear Ltd may, as it thinks fit, (without prejudice to any other rights or remedies it may have against the Buyer) immediately suspend further performance of the Contract or cancel delivery of the goods or stop any goods in transit or by notice in writing to the Buyer terminate the Contract without liability to Bodyguard Workwear Ltd if:

13.1.1 the Buyer commits a material breach of any of its obligations under the Contract which is incapable of remedy;

13.1.2 the Buyer fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by Bodyguard Workwear Ltd to remedy or desist from such breach within a period of 14 days;

13.1.3 any distress execution or diligence is levied upon any of the Buyer's goods or property and is not paid out within 5 days of it being levied;

13.1.4 the Buyer (being a partnership) or the Buyer's partner offers to make any arrangements with or for the benefit of the creditors of the Buyer or the Buyer's partner generally or there is presented in relation to the Buyer or the Buyer's partner a petition of bankruptcy;

13.1.5 the Buyer (being a limited company) is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Buyer calls a meeting for the purpose of passing a resolution to wind up its company or such a resolution is passed or the Buyer presents or has presented a petition to wind up or present or have presented a petition or appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the Buyer's business, undertaking, property or assets;

13.1.6 the Buyer ceases, or threatens to cease, to carry on business;

13.1.7 a secured lender to the Buyer takes any steps to obtain possession of the property on which it has security or otherwise to enforce its security.

13.2 Notwithstanding any such termination or suspension in accordance with the above the Buyer shall pay Bodyguard Workwear Ltd at the Contract rate all payments subsisting at the time of termination.

14. Product Information

14.1 Whilst Bodyguard Workwear Ltd has made every effort to ensure that details and information given in both our printed material and website are accurate at the time of issue but Bodyguard Workwear Ltd gives no guarantees as to the accuracy or completeness of such information. Full technical specifications are not necessarily included and furthermore, Bodyguard Workwear Ltd's policy is one of continuous improvement and the right is reserved to alter details and information at any time as the need arises.

14.2 Accordingly, the Buyer should check any details and information they wish to rely on with Bodyguard Workwear Ltd at the time of purchase. Bodyguard Workwear Ltd accepts no liability in respect of any errors or omissions herein contained or for any loss or damage, malfunction or consequential loss arising from reliance upon our publications.

15. Bodyguard Workwear Ltd Disclaimer

15.1 Any products shown in both our printed material and website do not represent endorsement by Bodyguard Workwear Ltd of any other products, services or organisations.

16. Colour Reproduction

16.1 The colour reproductions of the garments featured in both our printed material and website are as accurate as the printing or electronic process will allow.

17. Data Protection

17.1 Bodyguard Workwear Ltd will at all times comply with its obligations under the Data Protection Act 1998.

17.2 Bodyguard Workwear Ltd monitors and records all telephone calls for the following purposes:

17.2.1 training;

17.2.2 quality and control; and

17.2.3 to confirm verbal instructions.

17.3 Bodyguard Workwear Ltd has and maintains privacy policies in respect of its website and its business activities generally.

18. Assignment

18.1 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Bodyguard Workwear Ltd.

18.2 Bodyguard Workwear Ltd may assign the Contract or any part of it to any person, firm or company.

19. Other Information

19.1 Each right or remedy of Bodyguard Workwear Ltd under the Contract is without prejudice to any other right or remedy of Bodyguard Workwear Ltd whether under the Contract or not.

19.2 Each party agrees to keep secret and confidential all information obtained or disclosed as a result of the relationship of the parties under the Contract.

19.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

19.4 Failure or delay by Bodyguard Workwear Ltd in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

19.5 Any waiver by Bodyguard Workwear Ltd of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

19.6 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

19.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

20.1 No part of any Bodyguard Workwear Ltd publication may be reproduced or transmitted in any form or by any means including photocopying and recording, without the written permission of the copyright holder, application for which should be addressed to the publisher.