Terms and Conditions

1. This contract contains the entire bargain between you “the customer” & us “THOMAS FERGUSON & COMPANY, LIMITED,  Also trading as John England Irish Linen, Company number R0000713” and in the case of any inconsistency between these terms and the terms of any other contract documents sent by you to us (whatever their respective dates) in respect to the goods, these terms shall prevail. These conditions shall apply except as may be expressly agreed by us in writing. Any concession or waiver made by us at any time shall not prejudice the exercise of our rights hereunder.

2. We warrant that, save as otherwise herein specifically provided, the goods will accord with our contract specification and will be of sound materials and workmanship. Reasonable variations in thread counts, strength, weight, width, shrinkage, shade, colour fastness and fluidity shall be allowed. Unless stated on the contract, we shall be deemed not to be aware of any special, or particular, purpose for which the goods or any product made therefrom is required. If any special, or particular, characteristics are required in the goods they must be stated on the contract. Any samples supplied by us to you are so furnished only to give an indication as to the quality of the goods. We do not warrant that the samples will accord with the contract specification or that the goods supplied will accord with the sample.

3. All the Company products contain natural fibres and shrinkage, after successive laundering, will occur in the length and width of approximately up to 10-15%, depending on the construction. The washed or preshrink finished products will have most but not necessarily all this shrinkage removed.

4. a) Delivery date(s) means date(s) upon which the goods are ready for despatch to the point of delivery specified. b) All deliveries must be taken up by the final delivery date stated in the contract. c) The promised delivery date specified is a genuine forecast in the light of the current conditions, but it is given without legal commitment and we accept no liability if in the event we are unable to meet it.

5. The Company will endeavour to supply the exact quantities of goods ordered but, unless otherwise specifically agreed: a) The total quantity shall be subject to a tolerance either way of 10% and you will pay for the actual quantities of the goods delivered. b) The indicated piece lengths are given as a general indication but without legal commitment.

6. a) In the event of our costs increasing between the hereof and the actual date of the delivery owing to wars, Queen’s enemies, defence measures, imposition of new customs, excise or other duties or taxes, or increase of customs, excise or other duties or taxes, increase in the cost of raw materials or labour, scarcity of labour or any other cause whatsoever, the price at which your order is booked may be increased in respect of that portion of the Order which is undelivered on the day when written notice of such increase in the costs shall be given by us to you. b) In the event that you fail to take delivery of any part of the goods in accordance with Condition 5(a) above, we shall be entitled by notice in writing to you to increase the price of the goods remaining undelivered to our standard price or prices ruling on the actual date of delivery.

7. a) If a Force Majeure Event beyond our reasonable control prevent us from delivering any goods by the appropriate date, such date shall be postponed for a reasonable period. Beyond such period we may without liability cancel this contract as regards such goods, or we may without liability cancel this contract as regards such goods unless the products either have been, or are in the course of being made, or have been appropriated by us to this contact. A Force Majeure Event means any event beyond our reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other such industrial disputes (whether involving our own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, explosions, collapse or failure of building structures, fires, floods, storms or weather conditions, earthquakes, loss at sea, epidemics or similar events, or default of suppliers or sub-contractors’. b) If, by reason of any such circumstances we are prevented from supplying you with the full quantity of the goods delivered under this contract and also at the same time maintaining if full our other business, then we shall be at liberty to withhold, reduce, or suspend delivery to you to such an extent as we shall consider reasonable and equitable in all the circumstances. c) We shall give a much advance notice as possible of any proposed action by us under paragraph (a) or (b) above to enable you to make alternative arrangements for the purchase of the goods during the period of reduced or suspended delivery, and in this event you will be free to purchase from other suppliers your requirements of the goods to make good your anticipated or actual deficiency but we shall not be bound to acquire by purchase or otherwise additional quantities of the goods from other suppliers.

8. a) Complaints relating to quality will only be considered provided notice in writing is given to us within 28 days after receipt of goods, by you or your agents, and the defective goods are placed aside for inspection by our representative, or returned to the Company at your cost for inspection; as specified. This shall be a condition precedent to the giving of any credit allowance in respect of replacing the goods alleged to be defective, including any reasonable carriage charges. Note that if you fail to take reasonable care of the goods or soil or launder them the Company reserves the right not to accept their return b) Our liability in respect of goods proved by you to be defective is limited to giving you a reasonable credit allowance in respect of (or at our option to replacing at the point of delivery specified on your order) the goods, but in no circumstances will our maximum liability here-under exceed the invoice value of the defective goods. c) In particular, we shall not be liable for – (i) adverse effects resulting from the application to the goods of any process, operation or treatment, unless specifically recommended by the Company and we have agreed to be so liable, nor (ii) for any goods which have been cut or processed by the Buyer or their agents or in a way damaged after the risk in the goods has passed to the Buyer (iii) any expenditure incurred by you in respect of goods proved or alleged to be defective, nor (iv) loss of profit not for consequential loss of any kind to you however caused. d) Claims for loss or damage in transit of goods shipped at our risk will only be considered if made so as to reach us within such period as will enable a valid claim to be made against the carrier. e) In the event of your failure to give us notice as specified in paragraph (a) or (d) above, your claim shall be deemed to have been waived and shall be absolutely barred. f) Where a complaint or a claim has been made in respect of goods proved or alleged to be defective we may suspend further deliveries of goods under this contract until the validity of such complaint or claim has been finally determined and, in such events, the applicable delivery date(s) shall be postponed accordingly. g) If on or after delivery we make any allowance to you in respect of any claim and such allowance is accepted by you, no further claim may be made by you in respect of that matter.

9. a) If you purport to cancel this contract or refuse to accept delivery of goods hereunder, you will be liable to us for the full contract price. b) We shall be entitled to charge interest at the rate of 8% above the base lending rate from time to time of the Bank of England: on (i) all overdue payments (ii) the price of any goods of which you shall have failed to take delivery until the date they were actually delivered to you or otherwise disposed of. (iii) The Company reserves the right to claim interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.c) We shall be entitled to suspend or cancel further deliveries under this and any other contract between you and us: (i) if payment is overdue or (ii) if you shall have failed to take delivery of any goods or (iii) (after notice) if and to the extent of the goods delivered would exceed, your credit limit whether or not advised to you and whether or not payment is overdue. d) For the purpose of this condition time of our receipt of payment shall be of the essence of this contract. e) The Buyer shall make all payments due under the Contract in full without 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 the Company to the Buyer.

10. a) Only in exceptional circumstances, and with the agreement of a Company director, will full credit terms be extended to a new or first time Buyer. b) To be extended credit terms Buyers must regularly purchase in excess of £1200 worth of business per annum from the Company. By applying for an account Buyers authorise the Company to complete the necessary credit checks. Buyers will be given credit accounts and credit limits based on these checks and the amount and history of trading with the Company. c) Subject to the condition of f), where credit terms are extended the Buyer shall pay the invoice price in full within 30 days of the invoice date. Payments can be made by BACS, cheque, or cred/debit card. d) If a Buyers account exceeds the credit limit or has outstanding payments against it then no further orders will be dispatched from that contract until the account is returned to credit. e) In the case of bespoke, tailor-made, custom, non-standard, non-stock, or goods made to order. These goods will require payment in advance. Exceptions to be agreed in writing by a director. f) No payment shall be deemed to have been received until the Company has received cleared funds in their bank account. g) The Company reserves the right to cancel, or reduce, any credit account without notice. Credit terms WILL be withdrawn following any circumstances of extended payment outside the terms here stated. Or after any unreasonable requests to cancel agreed orders. h) The Buyer may cancel their credit account at any time by writing to the Company accounts team. Individual orders from stock products may be cancelled prior to dispatch by telephoning or emailing the Company customer services team. In the case of bespoke, tailor-made, custom, non-standard, non-stock, or goods made specially to order. These products are excluded from the normal cancellation and refunds policy; however, such an exception would not affect a Buyers statutory rights in relation to faulty goods.

11. a) The risk in the goods shall pass to you when we deliver the goods in accordance with the terms hereof to you or to your agent or other person to whom we have been authorised by you to deliver the goods, and we shall have no responsibility in respect of the safety of the goods thereafter and accordingly you should insure the goods thereafter against such risks (if any) as you think appropriate. b) However, the ownership of the goods shall remain with us until full payment has been made and we reserve the right to dispose of the goods until payment in full for all the goods has been received by us in accordance with the terms of the contract. We retain the right to reclaim our goods. The buyer shall be liable for all costs, expenses, and liabilities incurred by the Company in the recovery and reclamation of goods including, but not limited to, legal fees, removal costs, and transportation expenses.

12. All designs and sketches are submitted by us in confidence and unless otherwise agreed in writing they and the copyright in them remain our property.

13. This contract contains all the terms and conditions of purchase and the sale relating to the supply of the goods to which it relates. No further conditions will be recognised by or binding on either you or us apart from the actual quantities, prices and delivery dates notwithstanding that such conditions may be annexed to any documents exchanged between us relating to this contract or the supply of goods hereunder.

14. This contract shall be interpreted exclusively according to the laws of the United Kingdom (as it applies in Northern Ireland) and you hereby accept the jurisdiction of such courts, whether in the United Kingdom or elsewhere, as we may nominate for the purpose of trying any action arising out of this court.

15. While we try to ensure that all prices in the Company price lists or on the website, or elsewhere transmitted or communicated are accurate, errors may occur. If we discover an error in the price of goods you have ordered we will inform you as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a full refund.