Terms & Conditions – Quick Summary
We will ask you to confirm full details of every fabric order before it goes into production. It is your responsibility to ensure that the order details we provide for confirmation match your expectations. Once you have confirmed, we can accept no liability if the colours, pattern, or other details differ from any previous weave, recorded representation, or other reference source.
We reserve the right to charge the costs of any changes or cancellations made after your confirmation, up to full price if already in production.
Prices exclude VAT, and are quoted ex works. Shipping is normally charged at around cost. You are responsible for all insurance, import duties or other taxes payable.
New customers and all overseas customers will normally be asked to pay Pro Forma (full payment in advance, when the order is placed). No production will start, or stock order be dispatched, prior to payment in full.
Established UK customers with a reliable payment history may apply for a credit account. For these accounts we invoice on dispatch, and request payment in full within seven days of receipt.
Accounts in arrears will normally receive no further work whilst overdue, and repeatedly overdue accounts may have credit terms withdrawn for all future orders.
For large orders or orders requiring special services, we may accept a 50% advance deposit, with payment in full prior to dispatch.
Quotations are valid for 30 days, or for seven days from invoice, whichever is later. Where goods produced or supplied remain unpaid beyond this period, any price increases in the interim will be applicable and liable to be surcharged.
We will try to estimate an anticipated production schedule. We’ll also do our best to meet any deadline (which may be chargeable for rush orders). But schedules are never guaranteed, and we can accept no liability for any direct or indirect costs or consequences of unforeseen delays or errors.
Any perceived faults or errors in products we supply must be notified within three working days of delivery, and prior to any cutting, pressing, sewing, or other processing. Goods in dispute must be returned in their original state for our inspection (though in some cases photographic evidence may be acceptable) whereupon we will recompense, rectify, or reproduce the goods at our discretion if we accept liability for the problem.
Full Terms & Conditions
1.1 The Terms and Conditions here govern all contracts, explicit or implied, between D.C. Dalgliesh Limited (Company. Number SC024749) of Dunsdale Mill, Dunsdale Road, Selkirk TD7 5EB, Scotland, UK or any of its subsidiaries ("Dalgliesh") and the party or parties purchasing Goods and/or Services from Dalgliesh ("the Buyer") for the supply of Goods and/or Services by Dalgliesh to the Buyer (Contracts) and take precedence over and exclude any terms, stipulations and conditions the Buyer may introduce, even if such terms, stipulations and conditions contain a clause similar to any clause in these Terms and Conditions. No alteration to these Terms and Conditions will be recognised as valid or binding unless specifically agreed to and confirmed in writing by Dalgliesh and signed by a Director of Dalgliesh. The statutory rights of the Buyer are not affected hy these conditions.
1.2 In these Terms and Conditions, “Purchase Order" shall mean the Buyer's purchase order for Goods and "Goods" shall mean those goods manufactured and/or supplied by Dalgliesh to the Buyer as specified on the Purchase Order, "Stock Cutting" shall mean a cutting from the roll of cloth from which the Goods are to be supplied, "Pattern Book" shall mean a book of Samples, "Sample" shall mean an example of the Goods, "Invoice Price" shall mean the total sum due under a Contract, "Services” shall mean Tartan design, consultancy, and/or registration services provided by Dalgliesh as set out in the Purchase Order, and "Standard Carriage and Handling” means the methods of transportation of the Goods together with handling thereof as set out in Dalgliesh's price list from time to time.
2.l Orders may be accepted by email, telephone, letter, or any other means of transmission, which will then be entered into the Dalgliesh ordering systems. Dalgliesh is not liable for any errors and inaccuracies at this stage, for any reason. Notification containing full details of the order specifications as entered will then be sent to the Buyer, at the Buyer's primary email address recorded on their account registration. It is the Buyer's responsibility to check that all details conform to their requirements, prior to Confirmation, and to notify Dalgliesh if any changes are required. The Buyer's Confirmation will constitute a legal contract to purchase the fabric as described on the online Confirmation page, regardless of any reference to any samples, descriptions, previous productions, or other communications.
2.2 No Purchase Order shall be binding upon Dalgliesh unless specifically accepted in writing by an employee or officer of Dalgliesh having specific authority to accept such order.
2.3 The Buyer may not cancel, amend or defer any Purchase Order placed or any Contract unless Dalgliesh has given its prior written consent. Where such consent is given, it is an express condition thereof that Dalgliesh shall he reimbursed for all materials, labour and costs incurred by it prior to cancellation for the purposes of that Purchase Order or Contract as applicable together with a reasonable addition thereto for loss of profit.
3 PAYMENT TERMS
3.1 The Buyer shall make payment of the Invoice Price in full within 7 days of the date of invoice (the "Due Date"). Time is of the essence for such payment. Without prejudice to any other rights of Dalgliesh, the Buyer may be charged interest on the whole amount unpaid at the Due Date at the rate of 2.5% per month.
3.2 In the event of payment being overdue by the Buyer, Dalgliesh reserves the right to suspend the credit facility referred to in clause 3.1 above and/or suspend all and any deliveries to be made under any Contract.
3.3 Payment shall be made in full without deduction in the invoiced currency by cash. cheque, or direct transfer into Dalgliesh’s bank account, details of which will be provided on request. The Buyer shall be liable for all bank charges incurred in relation to payments due by the Buyer to Dalgliesh under every Contract. Where payment is by cheque, five working days should be allowed for clearance.
4.1 All sums quoted by Dalgliesh are exclusive of VAT.
4.2 VAT will he payable on all sums due in terms of Contracts under which Goods are delivered within the United Kingdom. VAT will be payable on Contracts where Goods are delivered or Services provided within the remainder of the European Union unless the Buyer advises Dalgliesh in writing of its VAT number when submitting a Purchase Order.
4.3 The Buyer shall specify the method of carriage in the Purchase Order and the Buyer shall be liable for the cost thereof, and any handling charge, which shall be payable in addition to the price of the Goods and all other sums due under the Contract.
4.4 Dalgliesh reserves the right to vary prices, costs, fees and any other sums at any time without notice. Prices, costs, fees and any other sums charged will be those ruling at the date of the Purchase Order. Dalgliesh’s quotations are valid for 30 days from date of issue. Dalgliesh reserves the right to vary the Contract at any time to take account of any variations in labour, materials and other costs.
4.5 The Buyer may request delivery by any method outwith the Standard Carriage and Handling but it shall be in Dalgliesh’s sole discretion whether to agree to such alternative method. Where Dalgliesh does so agree, it shall be a condition of such agreement that the full cost in relation thereto be met directly by the Buyer and where the price of the relevant Goods under that Contract is less than £500 or such other sum decided by Dalgliesh from time to time, the Buyer will be liable for such reasonable handling charge as decided by Dalgliesh.
5 INTELLECTUAL PROPERTY
5.1 Where Dalgliesh designs Goods as part of the Services. Dalgliesh shall own all intellectual property rights in such Goods unless otherwise agreed in writing between the parties. If such agreement is reached. the Buyer shall be liable for an assignation fee as set out in Dalgliesh’s then current price list.
5.2 The Buyer shalt indemnify Dalgliesh on demand against all costs, claims, damages and expenses arising directly or indirectly out of any breach or alleged breach of any third party intellectual property rights resulting from compliance with the Buyer's instructions, expressed or implied, including but not limited to compliance with instructions from the Buyer in relation to tartan design services to be provided by Dalgliesh.
6.1 Any delivery date quoted by Dalgliesh verbally or in writing is an estimate only. Time of delivery shall not be of the essence and Dalgliesh shall incur no liability whatsoever in respect of any loss or damage arising as a consequence of any deviation from the timetable (if any) agreed between the Buyer and Dalgliesh.
6.2 Delivery of the Goods shall be at the delivery address stated in the Purchase Order where delivery is via the Standard Carriage and Handling and at the point of despatch to the alternative carrier or agent where Dalgliesh agrees to an alternative method of carriage and handling in terms of clause 4.5 above.
6.3 When the Buyer fails to accept delivery of the Goods then Dalgliesh may store the Goods wholly at the Buyer's expense until delivery can be made and the Buyer shall reimburse Dalgliesh on demand in respect of all costs incurred by Dalgliesh in relation thereto.
6.4 Where delivery is made by Dalgliesh to a third party on behalf of the Buyer, the Buyer should ensure that the third party has sufficient information (eg a Stock Cutting or Sample) to ensure the correct goods have been received. Dalgliesh will not be liable for Goods that have been cut, altered, sewn, pressed, subjected to any chemical treatment or processed in any way after delivery.
7 RISK AND TITLE
7.1 The risk in the Goods shall pass to the Buyer on delivery or attempted delivery of the Goods in terms of clauses 6.2 and 6.3.
7.2 Until the Buyer has paid Dalgliesh the full Invoice Price ownership of the Goods shall not pass to the Buyer.
7.3 Without prejudice to clause 7.2 above the Buyer shall be entitled to sell the Goods in the ordinary course of business on the basis that, to the extent permitted by law, the proceeds of sale shall he the property of Dalgliesh. Dalgliesh reserves the right to terminate the Buyer's power of sale at any time and if so terminated the Buyer shall immediately make the Goods available for collection and shall allow Dalgliesh and/or its agents to enter upon the premises where the relevant Goods are located to uplift same. The Buyer agrees to account to Dalgliesh on demand in respect of such proceeds of sale.
7.4 If the amount received by Dalgliesh on the sale of any repossessed Goods shall be less than the amount due by the Buyer either in respect thereof or any other grounds whatsoever, such repossession shall not extinguish the Buyer's liability of either for any deficiency in the amount received by Dalgliesh on such sale, or for damages in respect of any loss occasioned by Dalgliesh as a result of its exercising its right hereunder.
7.5 The Buyer shall indemnify Dalgliesh on demand in addition to any other amount for which the Buyer may be liable, for all costs, charges, expenses (including legal costs) on a full recovery basis occasioned by such exercise by Dalgliesh of its said right to repossess.
8 CONTINUITY AND MATCHING
8.1 Dalgliesh reserves he right to withdraw Goods from its current price list without prior notice.
8.2 While every effort is made by Dalgliesh to provide continuity of shade throughout all Goods with the same order code as set out in Dalgliesh’s price list Dalgliesh provides no guarantee in respect thereof.
8.3 Where the Buyer requires an exact shade match of Goods with the same order code as set out in Dalgliesh's price list, this should be specified by the Buyer in the Purchase Order and a Stock Cutting should be requested. The Buyer will be liable for any charge rendered by Dalgliesh for providing such Stock Cutting.
8.4 Where the Buyer has received a Stock Cutting and wishes to order further Goods from that roll of cloth, the Buyer shall provide: Dalgliesh with the Purchase Order for such further Goods within 14 days of receipt of the Stock Cutting and shall include Dalgliesh's reference number for the Stock Cutting in such Purchase Order.
8.5 As Dalgliesh's fabrics are manufactured principally from natural fibres and are subjected to a wide variety of mechanical processes, Dalgliesh provides no guarantee in respect of the sizing of repeat patterns, checks and setts within Goods with the same order code as set out in Dalgliesh’s price list.
9 WARRANTIES AND LIABILITIES
9.1 Dalgliesh shall use reasonable endeavours to ensure that all Goods are free from material defect, comply substantially with the relevant Sample and where applicable, and provided the Buyer has complied fully with clause 8.4 above, correspond with the relevant Stock Cutting.
9.2 Unless the Buyer notifies Dalgliesh in writing within seven days of delivery of the Goods that there is a shortage of, damage to or defect in the Goods and in any case prior to cutting, subjecting the Goods to any chemical treatment or processing them in any way, the Buyer will have been deemed to have accepted the Goods. Where such notification is given timeously to Dalgliesh by the Buyer, and Dalgliesh finds a shortage of or damaged or defective Goods, Dalgliesh shall either replace such Goods or, in its sole discretion, provide the Buyer with a reasonable discount.
9.3 Under no eircuinstances will Dalgliesh be liable to the Buyer for any loss of profit or any other indirect or consequential damage, loss or injury attributable to defects in the Goods or otherwise in relation to the performance of any contract entered into between Dalgliesh and the Buyer.
9.4 The aggregate liability of Dalgliesh, howsoever arising, shall not exceed the price paid for such Goods by the Buyer, except in the case of death or personal injury caused by Dalgliesh's negligence.
9.5 Dalgliesh shall not be liable for any change in appearance, durability and performance, or for any defect or damage caused to the Goods by any treatment or process. whether mechanical or chemical, subsequent to delivery.
9.6 It is the Buyer's sole responsibility to ensure that Goods ordered are suitable for the purpose intended. While Dalgliesh takes all reasonable care when making recommendations on usage, it provides no warranties or assurances in relation thereto and all conditions and warranties, whether expressed or implied, statutary or otherwise, and whether as to quality, condition. performance, merchantability or fitness of purpose are expressly excluded.
10.1 The Buyer may return such Goods to Dalgliesh which comply with clause 9.1 provided the prior written consent of Dalgliesh is obtained; the request to return such Goods is made within 7 days of delivery; the Goods are not processed or tampered with in any way: and the requirements of clause 10.2 below are met, and for the avoidance of doubt, this clause 10.1 shall not apply where there is a shortage of, damage to or defect in the Goods in which case clauses 9.1 and 9.2 shall apply.
10.2 Where Dalgliesh consents to the return of Goods in terms of clause 10.1 above, the relevant Goods will be allocated a "Return Number" by Dalgliesh which should he exhibited by the Buyer on an accompanying delivery note and clearly marked on the outside of the returned parcel. Goods returned without this marking will not be accepted.
10.3 In respect of Goods that are returned to Dalgliesh in terms of this clause 10, the Buyer will be liable for a handling charge 30% of the price of the Goods.
11 PROMOTIONAL MATERIALS
Any promotional materials given to the Buyer on a free of charge basis remain the property of Dalgliesh and shall be returned to Dalgliesh by the Buyer at the Buyer's expense on demand.
12 FORCE MAJEURE
12.1 Dalgliesh shall have the right to cancel or delay delivery or provision or to reduce the quantity of Goods delivered and/or Services provided and shall under no circumstances be responsible for failure or delay in performing or fulfilling the Contract or otherwise failing to implement its obligations to the Buyer if such a failure or delay shall be due to any cause or circumstance beyond the control of Dalgliesh or for a reason attributable to the Buyer or the Buyer's customers or agents.
12.2 lf such circumstances continue for a continuous period in excess of 90 days, Dalgliesh shall be entitled but not obliged to terminate the Contract upon prior written notice to the Buyer and without any liability to the Buyer.
13 BUYER'S INDEMNITY
The Buyer shall indemnify Dalgliesh on demand against all costs, claims, damages and expenses arising directly or indirectly out of the Buyer's breach of any provision of these Terms and Conditions.
14.1 Any notice required to served in terms of these Terms and Conditions shall be in writing and shall be served by hand delivery, fax or first Class recorded post to the address of the parties first referred to herein .
14.2 Any notice served in terms of clause 14.1 above shall be deemed to have been served in the case of hand delivery, upon delivery, in the case of fax, when sent, and in the case of first class recorded post, 48 hours after posting.
15.1 The Buyer shall not assign, subcontract or otherwise transfer any of its rights or obligations under the Contract but nothing in these Conditions shall limit or restrict the ability of Dalgliesh to subcontract and/or assign all or any of its obligations under the Contract.
15.2 No waiver by Dalgliesh of any breach of the Contract by the Buyer shall he considered as a waiver of any subsequent breach of the same or any other provision.
15.3 If any provision of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question shall be not affected thereby.
15.4 The provisions of' clauses 3, 4, 5.6.1, 6.3, 7, 8.2, 8.5, 9, 10.3 and 13 hereof will survive the expiry or earlier termination of the Contract.
15.5 Without prejudice to any other rights which Dalgliesh may have, Dalgliesh reserves the right to suspend further deliveries of Goods and further provision of Services and/or by notice in writing io the Buyer terminate the Contract if the Buyer breaches any of these Terms and Conditions and, in the ease of such a breach which is capable of remedy, fails to remedy the same within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or if the Buyer shall commit any act of bankruptcy, become insolvent or compound with its creditors, enter into liquidation, have a receiver or administrator appointed. enter into a trust deed for the benefit of its creditors, cease to trade or take or suffer an analogous action or proceedings under the law of any other jurisdiction.
15.6 The Contract shall he governed by and construed in accordance with the law of Scotland and the parties hereby prorogate the non-exclusive jurisdiction of the Scottish courts.
D.C. Dalgliesh Ltd Registered Office: 13a Albert Terrace, Edinburgh, EH10 5EA.
Registered in Scotland No SC024749