Terms & Conditions
Beaver International Terms and Conditions – August 2016.
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from Beaver and who, by entering into this Contract with Beaver, is warranting that it is acting in the course of its trade or business.
Contract: any contract between Beaver and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery: completion of delivery of an Order by the Buyer or its nominated agent taking physical possession of the Goods
Delivery Date: the date on which the Goods are delivered to or collected by the Buyer or, if Beaver tried to deliver the Goods but is unable to, the date on which Beaver attempted to have the Goods delivered.
Delivery Point: the place where delivery of the Goods is to take place.
Goods: any goods agreed in the Contract to be supplied to the Buyer by Beaver (including any part or parts of them).
Beaver: Beaver International is a trading name of Zell-Em Ltd incorporated and registered in England and Wales with company number 1811112 whose registered office is at Zell-Em Group House Snowdon Road Lytham St Annes FY8 3FR who shall be the supplier of the Goods
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Condition headings do not affect the interpretation of these conditions.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all Beaver’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of Beaver. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Beaver which is not set out in the Contract. Nothing in this condition shall exclude or limit Beaver’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from Beaver shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by Beaver until an acceptance of the order is expressed by Beaver, by whatever means appropriate, or (if earlier) Beaver delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation given by Beaver is subject to change at Beaver’s absolute discretion but shall remain open for acceptance by the Customer provided that Beaver has not previously withdrawn it or any timescale placed on acceptance has expired.
3.1 The quantity and description of the Goods shall be as set out in Beaver’s records which shall stand as absolute proof of what order the Buyer made.
3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising issued or made available by Beaver and any descriptions or illustrations contained in Beaver’s catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.
3.3 Size, style, fabric content, specification, quality and colour should be checked by the Buyer on receipt of the goods.
3.4 Beaver gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.
3.5 The Buyer recognises that variation may occur from one dye batch to another and Beaver will accept no responsibility for any such variation in colour.
3.6 The Buyer acknowledges and agrees that when a sample of the Goods has been shown to or inspected by the Buyer any consequent sale does not constitute a sale by sample.
4.1 Unless otherwise agreed in writing by Beaver, the Delivery Point shall be Beaver’s trading address. Collections from Beaver’s trading address shall only be permitted between Monday to Friday between 9.00am and 4.30pm.
4.2 If the Buyer wishes the Delivery Point to be anywhere other than Beaver’s trading address, the Buyer must specifically request an alternative Delivery Point and pay the appropriate delivery charges.
4.3 The Buyer shall take delivery of the Goods within 7 days of Beaver giving it notice that the Goods are ready for delivery.
4.4 In the event that Beaver is to deliver the Goods to a location specified by the Buyer, any dates specified by Beaver for delivery of the Goods are intended to be an estimate. Any delivery dates given in respect of the Goods are estimates only which the Buyer relies on entirely at its own risk. Time for delivery shall not be, and shall not be capable of being made, of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.5 Subject to the other provisions of these conditions Beaver shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by Beaver’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
4.6 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Beaver is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the
Goods shall pass to the Buyer (including for loss or damage caused by Beaver’s
(b) the Goods shall be deemed to have been delivered; and
(c) Beaver may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.7 The Buyer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for loading the Goods and generally taking receipt of them.
4.8 If Beaver delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity accepted by Beaver, the Buyer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.9 Beaver may deliver the Goods by separate installments. Each separate installment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.10 Each installment shall be a separate Contract and no cancellation or termination of any one Contract relating to an installment shall entitle the Buyer to repudiate or cancel any other Contract or installment.
4.11 If the Delivery Point is to be outside the UK:
(a) The Buyer
shall obtain all necessary import licences, clearances and other consents
necessary for the purchase of the Goods.
(b) The Buyer must comply with all applicable laws and regulations of the country for which the products are destined. Beaver will not be liable for any breach by the Buyer of any such laws.
(c) Risk in and responsibility for the Goods shall pass to the Buyer once they have been delivered to the carrier appointed to deliver the Goods and the Buyer shall maintain appropriate insurance for the goods in transit
5.1 The quantity of any consignment of Goods as recorded by Beaver upon dispatch from Beaver’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 (such evidence shall not include witness evidence from any of the Buyer’s employees).
5.2 Beaver shall not be liable for any non-delivery of Goods (even if caused by Beaver’s negligence) unless the Buyer gives written notice to Beaver of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of Beaver for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 Subject to clause 4.11(c), the Goods are at the risk of the Buyer from the time of Delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until Beaver has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods;
(b) all other sums which are or which become due to Beaver from the Buyer on any account or for any reason.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the
Goods on a fiduciary basis as Beaver’s bailee;
(b) store the Goods (at no cost to Beaver) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Beaver’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on Beaver’s behalf for their full price against all risks to the reasonable satisfaction of Beaver. On request the Buyer shall produce the policy of insurance to Beaver.
6.4 The Buyer may resell the Goods in the ordinary course of its business before ownership has passed to it.
6.5 The Buyer’s right to possession of the Goods shall terminate immediately if:
(a) the Buyer
takes any steps or has any steps taken against it in connection with the
Buyer’s insolvency (or potential or likely insolvency); or
(b) the Buyer encumbers or in any way charges any of the Goods.
6.6 Beaver shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Beaver.
6.7 The Buyer grants Beaver, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
6.8 Where Beaver is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Beaver to the Buyer in the order in which they were invoiced to the Buyer.
6.9 On termination of the Contract, howsoever caused, Beaver’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by Beaver in writing, the price for the Goods shall be those prices set out in Beaver’s price list published in force at the time that the order is made or as may be quoted at the time that an order is placed. However, Beaver retains the absolute right to vary the price payable for the Goods between the date of order and the date of dispatch.
7.2 If the Buyer is to pay the price other than in UK pounds sterling, the price shall be calculated as the sterling equivalent of the published price using the currency exchange rate of Beaver’s bank which applies at the time that the order is made.
7.3 The delivery charges shall be those set out on Beaver’s website as at the date of delivery or deemed delivery or as otherwise communicated by Beaver to the Buyer.
8. RETURNING GOODS
8.1 Subject to the Buyer having a right to return the Goods pursuant to these terms, all sales are final. However, Beaver does subject to the terms of this clause, recognise that there may be occasions when it is appropriate to accept returns from the Buyer and Beaver shall, on a case by case basis, consider doing do. For the purposes of this clause, any Goods which the Buyer wants to return shall be referred to as “Returned Goods”;
8.2 Beaver will, in any circumstances, only accept returns if the following conditions are met:
(a) The Buyer
shall provide a proper invoice and dispatch note number in respect of the
(b) Beaver must have issued a valid returns authorisation note (SRN) in respect of the Returned Goods;
(c) By way of a restocking charge, the Buyer shall pay to Beaver a sum up to a maximum of £2.50 per item (at Beaver’s discretion);
(d) The Returned Goods must not have been worn (including tried on) and must be returned in their original unopened packaging;
(e) The Returned Goods must be returned with all original documentation that was supplied with the Goods;
(f) Beaver retain the right to refuse Returned Goods should Beaver deem them to be unsuitable for resale;
(g) The Buyer will either:
(i) pay for and arrange the return of the Returned Goods; or
(ii) if Beaver agrees to recover the Returned Goods pay to Beaver a charge of £15/€20 per box of Returned Goods. In the event that Beaver’s carrier attends to collect the Returned Goods and that collection is not possible owing to a default of the Buyer, a charge of £15/€20 will be payable by the Buyer to Beaver.
(h) The value of the Returned Goods must not exceed 5% of the Buyer total spend with Beaver during the preceding 12 month period;
8.3 The following Goods will not be eligible to be returned pursuant to this clause:
(b) Consumables (as defined from time to time by Beaver);
(c) Any Goods which Beaver does not carry as core stock (as defined by Beaver from time to time);
(d) Any Goods which have been ordered as bespoke Goods by the Buyer (for example, embroidered and/or personalised Goods);
(f) Any Goods which have been in the possession of the Buyer for more than 28 days after delivery;
(g) Any Goods which have, as their function, the protection of health and safety and/or the hygiene of the wearer. By way of (non-exhaustive) examples, high visibility garments, earplugs, face masks and goggles
8.4 Any issues or problems or complaints about goods delivered must be notified to Beaver within 7 days of delivery in order to be considered for a return authorization note (see clause 8(2)(b) above)
All samples supplied to the customer will be charged in the normal course of business but no carriage charges will be made in respect of those Samples. The customer will need to provide a Purchase Order Number before these Samples are supplied/dispatched.
If samples are then returned to Beaver within 21 days from the date of dispatch to the customer, and are returned to Beaver in good condition and in the original packaging, then the customer will be issued with a Credit Note for those Samples, subject to any re-stocking charges hereinbefore referred to in these Terms and Conditions, or otherwise agreed with the customer. For the avoidance of doubt, it is the responsibility of the customer to return the samples at their own cost and in the appropriate condition, as well as with the duly completed returns paperwork, which was supplied when the Samples were delivered.
10.1 The price for the Goods and all other charges shall be exclusive of any value added tax (if applicable) and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
10.2 If the Buyer orders Goods for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Buyer will be responsible for payment of any such import duties and taxes.
11.1 Unless agreed otherwise by Beaver, a Buyer who is not on credit terms must make payment for the Goods at the time that the order is made.
11.2 Beaver may, at its absolute discretion, agree to provide a Buyer with credit terms for payment. Beaver shall be under no liability to offer credit to the Buyer. However, if Beaver does agree to provide Goods on credit, the following shall apply:
(a) Credit will
not be extended to the Buyer unless approved in writing by Beaver.
(b) Where credit has been granted, payment is due within thirty days of the Delivery Date unless otherwise agreed in writing.
(c) Goods will not be dispatched when a Buyer’s account is overdue or the credit limit has been exceeded.
11.3 No payment shall be deemed to have been received until Beaver has received cleared funds. Beaver shall be due payment in respect of any Goods even if no invoice has been raised and the raising and/or issuing of an invoice shall not be a pre-condition to Beaver’s entitlement to be paid.
11.4 Time for payment shall be of the essence.
11.5 All payments payable to Beaver under the Contract shall become due immediately on its termination despite any other provision.
11.6 If any payments are made by way of credit card, Beaver shall be liberty to charge a fee on top of the payment sum which represents any charge levied on Beaver by the credit card handler or operator.
11.7 The Buyer shall make all payments due under the Contract in full 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 Beaver to the Buyer.
11.8 Beaver shall have a general and particular lien on all money and property which the Buyer owns or is entitled to possess which is in the possession of Beaver or its agents which Beaver may sell as the Buyer’s agent to reduce the Buyer’s debt to Beaver.
11.9 If the Buyer fails to pay Beaver any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to Beaver on such sum from the due date for payment at a rate of 2% per calendar month or part in which payment is overdue. Interest remains payable after judgment. Beaver reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 as well as all reasonable costs and expenses in relation to recovery of unpaid invoices under the Late Payment of Commercial Debts Regulations 2002.
11.10 Returned or represented cheques will incur a charge of £20.00/€25 per representation.
12.1 Beaver is not the manufacturer of the Goods and as such the Buyer hereby acknowledges and agrees that it is not appropriate for Beaver to provide warranties in respect of the quality of the Goods. Beaver therefore gives no such warranties, express or implied, as to the quality of the Goods and all such warranties are hereby excluded from the contract.
12.2 Upon written request from the Buyer, Beaver shall endeavour, but shall not be obliged to, transfer to the Buyer the benefit of any warranty or guarantee given to Beaver by the manufacturer but only insofar as any such warranty or guarantee has been given to Beaver.
13. LIMITATION OF LIABILITY
13.1 The following provisions set out the entire financial liability of Beaver (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach
of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
13.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
13.3 Nothing in
these conditions excludes or limits the liability of Beaver: (a) for death or
personal injury caused by Beaver’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for Beaver to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
13.4 Subject to condition 12.2 and condition 12.3:
total liability in contract, tort (including negligence or breach of statutory
duty), misrepresentation, restitution or otherwise, arising in connection with
the performance or contemplated performance of the Contract shall be limited
to, at Beaver’s sole election, either:
(i) repairing or replacing the Goods (or appropriate part thereof) or provided that, if Beaver so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which are being replaced to Beaver; or
(ii) the price paid for the Goods.
(b) Beaver shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
13.5 Beaver shall not be liable for any loss unless advised of the alleged reason for the loss occurring in writing by the Buyer within twenty-eight days of the Delivery Date. Beaver shall in any event be discharged from all liability whatsoever and howsoever arising in respect this agreement unless proceedings are brought within one year of the Delivery Date.
13.6 Beaver shall not be liable for a breach of contract in respect of the Goods or any matters relating to them insofar as:
(a) the Buyer
makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow Beaver’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of Beaver;
(d) the Buyer is responsible for causing the problem, whatever it may be.
13.7 The Buyer recognises that the level of risk taken on by Beaver is directly related to the price being charged for the Goods. If the Buyer wanted Beaver to accept more risk in respect of the Goods, the Buyer acknowledges that an increase in the price of the Goods would be required.
14.1 If the Buyer breaches any of the terms of this contract or becomes, or in the reasonable opinion of Beaver is likely to become, insolvent Beaver may (without prejudice to its other rights) forthwith terminate this agreement.
14.2 In the event that this agreement is terminated by Beaver:
(a) it shall be
entitled to be immediately paid any and all sums due to it from the Buyer
whether in respect of this or any other contract and including any monies
unpaid as a result of credit which Beaver has provided to the Buyer;
(b) insofar as the Goods have not been delivered prior to termination, Beaver shall be discharged from any obligation to supply the Goods.
15.1 Beaver may assign the Contract or any part of it to any person, firm or company.
15.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of Beaver.
16. FORCE MAJEURE
Beaver reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Beaver including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, 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 Buyer shall be entitled to give notice in writing to Beaver to terminate the Contract.
17.1 Each right or remedy of Beaver under the Contract is without prejudice to any other right or remedy of Beaver whether under the Contract or not.
17.2 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.
17.3 Failure or delay by Beaver in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
17.4 Beaver does, and may, from time to time monitor or record telephone calls between it and the Buyer (or a prospective buyer).
17.5 Any waiver by Beaver of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
17.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
17.7 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 & Welsh courts.
ALL TRANSACTIONS ARE SUBJECT TO THE COMPANY’S TERMS AND CONDITIONS OF SALE. PLEASE REFER TO OUR WEBSITE FOR THE LATEST TERMS AND CONDITIONS.
MISTAKES ARE POSSIBLE: All goods should be checked upon receipt, as worn, printed, embroidered, washed or otherwise processed goods cannot be returned.
PLEASE NOTE: We always recommend that all goods are checked by the customer for their suitability of purpose to any application process, including wearer trials. Any alterations to goods will deem them unreturnable.
Some colour icons are not a true representation of their appearance. Grey Marl, Ash, Denim, Washed and Vintage are examples of colours/styling that cannot be accurately displayed. In the event confusion occurs with colour icons, Beaver will not be held responsible for any losses incurred. We always recommend samples of garments are obtained in advance of orders being placed.
ALL COLOURS AND SIZES DETAILED ARE FOR GUIDANCE ONLY