1. Active Workwear's Conditions Apply
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1.1 Unless otherwise specifically agreed in writing by Active Workwear ("Active Leeds Ltd"), all quotations and contracts for the supply of goods by Active Workwear are made upon these Conditions of Sale ("the Conditions") which shall at all times override any terms and conditions which the purchaser of such goods ("the Purchaser") imposes or seeks to impose.

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

1.3 Any variation must be approved by an authorised Active Workwear employee and be in writing. Any quotation or estimate is given subject to the Conditions.

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


2. Payment Terms
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2.1 Terms of payment are strictly net monthly (i.e. payment on or before the end of the month following the month during which the invoice is dated) and in default Active Workwear shall be entitled without notice to the Purchaser (even if the Purchaser has a contract with a third party) to:

2.1.1 terminate any outstanding order or quotation;

2.1.2 withhold and/or suspend supplies; or

2.1.3 reduce the Purchaser's credit limit.

2.2 Active Workwear shall also be entitled, at their 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, Active Workwear shall be entitled to charge the Purchaser interest on the amount unpaid at the rate of 8% above HSBC Bank Plc base rate until payment in full is made and the Purchaser will indemnify Active Workwear in respect of all costs incurred by Active Workwear in recovering payment, including the cost of instructing Solicitors.

2.4 No payment shall be deemed to have been received until Active Workwear has received cleared funds.

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

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


3. Prices
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3.1 All prices displayed in Active Workwear's catalogues both printed and online are subject to VAT unless otherwise stated.

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

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


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

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

4.3 The Purchaser's right to resell or use the goods shall terminate automatically on the occurrence of any event set out in Condition 10 and/or if any sum owed to Active Workwear by the Purchaser is not paid when due.

4.4 Until such time as legal title in the goods passes to the Purchaser Active Workwear may at any time require the Purchaser, its liquidator, receiver or administrator to return the goods and/or may repossess the goods by entering upon any premises of the Purchaser 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 Active Workwear, if the Purchaser is in breach of the payment terms or of any of its obligations under this clause, Active Workwear shall be entitled to:

4.5.1 cancel 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 Active Workwear reserves the right at any time before title in the goods has passed to the Purchaser to require the Purchaser to deliver up the goods if any of the events specified in Condition 10 occurs.


5. Quality
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5.1 If the Purchaser establishes to Active Workwear's reasonable satisfaction that there is a defect in the goods or there is some other failure by Active Workwear in relation to the conformity of the goods with the Contract, then Active Workwear shall, at its option and at its sole discretion and within a reasonable time:

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

5.1.2 issue a credit note to the Purchaser 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 Active Workwear under this Condition shall in no event exceed the purchase price of such goods and performance of any one of the above options shall constitute an entire discharge of Active Workwear's liability under this warranty.

5.2 This Condition shall not apply unless the Purchaser:

5.2.1 notifies Active Workwear in writing of the alleged defect within 3 days of the time when the Purchaser discovers or ought to have discovered the defect; and

5.2.2 affords Active Workwear a reasonable opportunity to inspect the relevant goods.

5.3 If Active Workwear elects to replace the goods pursuant to this Condition, Active Workwear shall deliver the replacement goods to the Purchaser at Active Workwear'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 (if it has vested in the Purchaser) re-vest in Active Workwear and the Purchaser shall make any arrangements as may be necessary to deliver up to Active Workwear the defective goods which are being replaced to Active Workwear.

5.4 Active Workwear shall be under no liability under the warranty in this Condition:

5.4.1 in respect of any defect arising from wilful damage, negligence, abnormal storage conditions, failure to follow Active Workwears's or the manufacturers instructions whichever is appropriate (whether oral or in writing).

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

5.4.3 in respect of any type of defect or damage specifically excluded by Active Workwear by notice in writing; or

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

5.5 The warranties set out in this is document are the only warranties which shall be given by Active Workwear and all warranties, conditions and other terms implied by statute are expressly excluded.


6. Liability
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6.1 Subject to Condition 6 above this Condition sets out the entire liability of Active Workwear (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Purchaser in respect of:

6.1.1 any breach of the Conditions or the Contract; and

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

6.2 Nothing in the Conditions excludes or limits the liability of Active Workwear for death or personal injury caused by Active Workwear's negligence, or for fraudulent misrepresentation.

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

6.4 Active Workwear shall not be liable to the Purchaser for any loss of profit or other economic loss (direct or indirect), indirect or consequential loss or damage, costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) or loss or damage (contractual, tortious, breach of statutory duty or otherwise) which arises out of or in connection with the Contract, or for any liability incurred by the Purchaser to any other person for any economic loss, claim for damages or awards howsoever arising from the goods or otherwise.


7. Safety and Product Recalls
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7.1 The Purchaser 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 Purchaser shall refer its employees and its customers to such instructions and guidelines.

7.2 The Purchaser should satisfy itself that the persons responsible for the storage and use of any goods supplied by Active Workwear have all the information required on health and safety and Active Workwear shall not be liable to the Purchaser in any civil proceedings brought by the Purchaser against Active Workwear 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.

7.3 The Purchaser shall keep Active Workwear properly informed of all customer complaints concerning the goods and shall comply with any directions of Active Workwear in any issues, proceedings or negotiations relating to such complaint.

7.4 In the event of any recall of the goods by Active Workwear the Purchaser shall co-operate fully and promptly with any steps taken by Active Workwear under the Condition below.

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


8. Force Majeure
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8.1 Active Workwear reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Active Workwear including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lockouts, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Purchaser shall be entitled to give notice in writing to Active Workwear to terminate the Contract.


9. Termination
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9.1 Active Workwear may, as it thinks fit, (without prejudice to any other rights or remedies it may have against the Purchaser) 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 Purchaser terminate the Contract without liability to Active Workwear if:

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

9.1.2 the Purchaser 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 Active Workwear to remedy or desist from such breach within a period of 14 days;

9.1.3 any distress execution or diligence is levied upon any of the Purchaser's goods or property and is not paid out within 7 days of it being levied;

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

9.1.5 the Purchaser (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 Purchaser calls a meeting for the purpose of passing a resolution to wind up its company or such a resolution is passed or the Purchaser 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

9.1.6 the Purchaser ceases, or threatens to cease, to carry on business;

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

9.2 Notwithstanding any such termination or suspension in accordance with the above the Purchaser shall pay Active Workwear at the Contract rate all payments subsisting at the time of termination.


10. Product Information
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10.1 Whilst Active Workwear has made every effort to ensure that details and information given in both our printed and online publications are accurate at the time of issue, full technical specifications are not necessarily included and furthermore, Active Workwear's policy is one of continuous improvement and the right is reserved to alter details and information as the need arises.

10.2 Accordingly, the Purchaser should check any details and information they wish to rely on with Active Workwear at the time of purchase. Active Workwear cannot accept 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.


11. Active Workwear Disclaimer
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11.1 Any products shown in both our printed or online publications do not represent endorsement by Active Workwear of any other products, services or organisations.


12. Colour Reproduction
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12.1 The colour reproductions of the garments featured in both our printed or online publications are as accurate as the printing or electronic process will allow.

12.2 DEWALT is a registered trade mark of The Black & Decker Corporation


13. Data Protection
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13.1 Active Workwear will at all times comply with its obligations under the Data Protection Act 1998. For further information please see Active Workwear's Privacy Policy.


14. Assignment
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14.1 The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of Active Workwear.

14.2 Active Workwear may assign the Contract or any part of it to any person, firm or company.


15. General
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15.1 Each right or remedy of Active Workwear under the Contract is without prejudice to any other right or remedy of Active Workwear whether under the Contract or not.

15.2 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.

15.3 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, unen-forceable 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

15.4 Failure or delay by Active Workwear 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.

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

15.6 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.

15.7 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.


16. All Rights Reserved
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16.1 No part of any Active Workwear 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.

16.2 Such written permission must be obtained before any part of this publication is stored in a retrieval system of any nature.

16.3 All prices are subject to VAT. All prices are subject to alteration without notice. We reserve the right to amend the Conditions which are subject to confirmation at the time of application.

Active Workwear - trading name of Active Leeds Ltd - Co no: 5197205
56 Bradford Road, Stanningly, Leeds, LS28 6EF
Tel: 0113 256 7021 Fax: 0113 256 6600