Shadow Leather Ltd.

Term & Conditions

1. PAYMENT OF ORDERS/ACCOUNTS

All orders which are endorsed or described as “Pro Forma Invoice” are firm by the Applicant and must be paid for in full within 14 days from date of invoice. Where payment for a Pro-Forma Invoice is not received within 14 days of the date of invoice the order may be cancelled by and at the sole discretion of the Supplier and in such event the Applicant may be liable from the date of notice of cancellation to a cancellation fee equivalent to 20% of the invoice cost or $50.00 whichever is the greater. All other orders made to the Supplier must be paid for within 30 days of the date of the Supplier’s Invoice (“the Payment Period”) and where payment in full is not received by the Supplier prior to the expiry of the Payment Period then the Applicant shall be liable to pay interest on the amount outstanding as at the expiry of the Payment Period at the rate of 1.5% per month until payment in full is received by the Supplier. The Supplier is hereby irrevocably authorized to allocate the payment of any money received from time to time from the Applicant towards any outstanding account incurred with the Supplier by the Applicant. All prices quoted shall be exclusive of Goods and Services Tax (“GST”) and GST will be payable on the sale price on payment of the invoice.

2. PROPERTY IN AND DELIVERY OF GOODS

(a) The Goods supplied by the Supplier to the Applicant shall be at the Applicant’s risk immediately on delivery to the Applicant or into the Applicant’s custody or immediately upon delivery as directed by the Applicant.

(b) Notwithstanding the risk of loss or damage to the goods passes to the Applicant in accordance with the previous sub-paragraph (a), property in and ownership of the Goods shall not pass to the Applicant until payment in full for the Goods shall have been received by the Supplier.

(c) Until payment in full of the invoice cost of the Goods shall have been received by the Supplier, the Applicant shall hold the Goods on a fiduciary basis as a bailey only for the Supplier and the Applicant shall at its own expense keep the Goods property and safely stored separately from any other goods and stock of the Applicant and any other third party and in such a way as the Goods shall be readily identified as the Goods of the Supplier and the Applicant shall not subject to sub-clause d (i), pledge, mortgage, charge or part with the Goods or attempt to do so without the prior written consent of the Supplier.

(d) (i) Notwithstanding that the property in the Goods has not passed to the Applicant, the Applicant may resell the Goods or any part thereof in the name of the Applicant but only as agent for the Supplier and may deliver any such Goods to the buyer of them but only on terms which will not prejudice the Supplier’s ability to obtain the sale proceeds thereof. 

(ii) Any amount paid by the buyer of such Goods from time to time to the Applicant (hereinafter referred to as “the sale proceeds”) shall be held by the Applicant in trust for the Vendor, banked in a separate bank account relating only to the sale proceeds of the Goods of the Supplier under this and/or other contracts between the Supplier and Applicant and shall be forwarded as soon as possible after receipt to the Supplier.

(iii) If and when the full amount of the price of the Goods has been received by the Supplier, any further part of the price received by the Applicant upon any resale by it of the Goods may be retained by the Applicant as its commission for affecting such sale as agent for the Supplier.

(e) An act of default of this contract shall be deemed to occur in the event of any of the following (and any of the acts described in sub-paras (e) (i) to (iv) below are herein collectively referred to as an “Act of Default”).

(i) The Applicant failing to make payment in full of the invoice cost of the Goods within 30 days from the date of invoice,

(ii) the Applicant, if required herein, failing to insure the Goods from the date of delivery thereof by the Supplier and to provide evidence of such insurance to the Supplier,

(iii) any distress or execution being levied upon the Applicant’s Goods or property,

(iv) the Applicant, being a company, becoming unable to pay its debts as they fall due, offering to enter into any scheme of arrangement with its creditors, the passing by the Board of Directors of the Applicant of any resolution to wind up the Applicant, the filing of any petition to wind up the Applicant or the appointment of an administrator or receive/manager in respect of the Applicant’s affairs, the Applicant, in the case of a natural person, being declared bankrupt

(v) Immediately upon the Applicant committing any Act of Default any right to sell the Goods in which the title to property remains vested in the Supplier shall cease forthwith and the Applicant shall upon the happening of any Act of Default immediately place all of the Goods then remaining in its possession or under its control at the disposal of the Supplier and the Supplier is hereby irrevocably authorized by the Applicant to nominate a person to enter the Applicant’s premises during normal business hours for the purpose of repossessing such of the Goods still in the possession or under the control of the Applicant and where necessary to use no more than reasonable force to liberate and take possession of the Goods. Where the Goods are stored in a warehouse conducted by a person other than the Applicant immediately upon committing any Act of Default the Applicant shall be deemed to have irrevocably appointed the Supplier the attorney of the Applicant with the authority in the name of the Applicant to direct the warehouse person to release any of the Supplier’s Goods in the possession or under the control of the warehouse person whether or not the Payment Period has expired and the Supplier shall be at liberty to resell the Goods after repossession of the same pursuant to this clause.

(f) Until the full amount of the price of the Goods due to the Supplier is received by the Supplier the Applicant:-

(i) shall maintain and keep full and up to date records of the Goods supplied by the Supplier including those Goods on-sold by the Applicant,

(ii) hereby irrevocably authorizes the Supplier to enter its premises during normal business hours from time to time to inspect the reside of the Goods remaining unsold by the Applicant, the Applicant’s records relating to the Goods and also to inspect the accounts including bank accounts into which the proceeds of the sale of that part of the Goods already sold are by this clause required to be deposited pending payment to the Supplier.

3. RETURNS AND CREDIT

Any Goods purchased by the Applicant from the Supplier may only be returned to the Supplier where notification of the proposed return of the Goods is Received within seven (7) days of the date of delivery of the Goods to the Applicant and the Supplier has agreed in writing to accept the return of the Goods and the Goods are returned in good condition at the expense of the Applicant.

4. MISCELLANEOUS PROVISIONS

(a) If is expressly agreed that any action, suit, dispute or proceedings arising from or in connection with the sale of goods pursuant to this Agreement or any matter between the parties hereto may be instituted, heard and determined in a court of competent jurisdiction in the United States or of such other State of Bangladesh nominated in writing by the Supplier and each party irrevocably submits to the jurisdiction of such court for the purpose of any such dispute, action, suit or proceedings.

(b) The Applicant hereby irrevocably authorizes

(i) the Supplier from time to time, in order to assess any application for credit, to obtain any information about the Applicant from any credit provider named in this application,

(ii) to obtain a credit report in respect of the Applicant from any credit agency and

(iii) to provide any information contained on this credit application form and also details of the performance of the Applicant in compliance with the trading terms and conditions herein to other credit providers, credit agencies. The Applicant further authorizes the company to make such information available to other credit providers.

 (c) Freight and transport costs from the Supplier’s nominated warehouse and in-transit insurance incurred in respect of the Goods are at the cost and liability of the Applicant and are not included (unless otherwise stated) in the invoiced price of the Goods.

(d) The word “Goods” shall be deemed to refer to any goods obtained by the Applicant from the Supplier from time to time pursuant to this Agreement.

(e) The Applicant shall be liable for and shall promptly pay to the Supplier;

 (i) any legal costs incurred by the Supplier on a solicitor/client basis

 (ii) any court, bailiff costs and services fees incurred by the Supplier

 (iii) any fees paid to a debt collector

In respect of any action or court proceedings taken by or on behalf of the Supplier for the recovery of any money due by the Applicant to the Supplier pursuant to this Agreement.

 (f) The Supplier reserves the right to terminate this Credit Agreement at any time immediately upon service upon the Applicant of written notice of termination without providing any reason therefore.

5. RETENTION OF TITLE/OWNERSHIP

a) The provisions of this Romalpa Clause are incorporated in and form part of the order form/invoice which you, being the purchaser, have accepted as condition of sale/purchase. It is therefore a contractual term which you are bound.

b) Until you have paid the full price (the “Purchase Price”) for the goods the subject of this order form/invoice (the “Goods”), the business of The Shadow Leather Ltd (the “business”), and you agree that notwithstanding delivery of goods, that the goods shall remain the property of the business.

c) Until the purchase price has been paid to the business for the goods, you shall hold the goods as bailee and fiduciary for the business. You shall also ensure that the goods are stored separately from any other goods and that the goods are clearly labeled (including reference to order numbers and invoice numbers where appropriate) as belonging to the business.

d) You shall also ensure the goods for which the purchase price has not been paid shall at all times be adequately insured for all theft, loss and damage of any kind.

e) You are permitted to on-sell the goods in the ordinary course of business even though the purchase price has not yet been paid for the goodsPROVIDED THAT you shall on-sell the goods as fiduciary in relation to the business, but as principal in relation to the third party purchaser.

 f) If you fail to pay for the goods by the date due for payment specified in the relevant order form/invoice, or if at any time commit an act of bankruptcy (if an individual) or have a receiver appointed to the whole or any part of your property or go into liquidation, a representative of the business, shall be granted a license to enter onto any premises of the purchaser where the goods for which full payment has not been made are stored to enable the business to re-take possession of the goods and the proceeds of any on-sale of the goods.

g) The purchaser/for and on behalf of the purchaser acknowledge that I have read this Romalpa Clause and am bound by its terms with respect to the purchase of the goods the subject of the order/invoice.

h) Any purchase and acceptance of goods from The Shadow Leather Ltd is to be acknowledged that the terms and conditions of the Romalpa Clause have been read and fully understood and the purchaser has personally agreed to accept and to be liable for conditions on behalf of this Clause for all goods purchased.

IMPORTANT NOTICE TO THE APPLICANT FOR CREDIT (SECTION 18(E)(C) PRIVACY ACT 1998)

PLEASE READ CAREFULLY

The Supplier may give information about you to a credit reporting agency, but only limited kinds of information allowed under the Privacy Act. This includes:- Identity Details - this only includes you name, sex, date of birth, current known address, two immediately previous addresses, you current or last known employer, your driver’s license number, the fact that you have applied for credit and the amount, the fact that the Supplier is a credit provider to you, payments overdue for at least 60 days which the Supplier has taken steps to recover, advise that payments are no longer overdue, cheques drawn by you which have been dishonored more than once, the opinion of the Supplier that you have committed a serious credit infringement and when the credit provided to you has been discharged.

These Terms and Conditions were last updated December 2014.