Terms and Conditions

Interpretation
1. Definitions: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in the United States are open for business. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.4. Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. Customer: the person or firm who purchases the Goods from the Supplier. Force Majeure Event: an event or circumstance beyond a party's reasonable control. Goods: the goods (or any part of them) set out in the Order. Order: the Customer's order for the Goods, as set out in the Customer's purchase order form. Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by the Customer and the Supplier. Supplier: Mobus Fabrics USA Inc., a North Carolina corporation.
2. Interpretation:
  1. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any regulation promulgated under that statute or statutory provision, as amended or re-enacted.
  2. Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  3. A reference to writing or written includes emails.
Basis of contract
1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
3. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, called the” Order Confirmation,” at which point the Contract shall come into existence.
4. The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
5. Any samples, drawings, descriptive matter or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's pattern books, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
6. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for the period stated therein or for 3 months from its date of issue, whichever is shorter.
Goods
1. The Goods are described in Supplier’s catalogues, pattern books or as modified by any applicable Specification.
2. The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.
Delivery
1. The Supplier shall ensure that:
  1. Each delivery of the Goods is accompanied by a delivery note that shows all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), and special storage instructions (if any).
2. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready.
3. If agreed between the parties, the Customer shall collect the Goods from the Supplier's premises or such other location as may be agreed with the Customer before delivery within ten Business Days of the Supplier notifying the Customer that the Goods are ready.
4. Delivery is completed on the completion of unloading (or loading where the Customer is collecting from the Supplier) of the Goods at the Delivery Location.
5. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6. If delivery of the Goods is delayed, the Supplier shall notify the Customer of the delay as soon as is reasonably practicable.
7. If the Customer fails to accept delivery of the Goods within ten Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
  1. Delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
  2. The Supplier shall store the Goods until delivery takes place and charge the Customer for all related costs and expenses (including insurance).
8. If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery, the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
9. The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment.
10. No claims or returns can be accepted for any faults or errors once the fabric has been cut. Please inspect the fabric before cutting to ensure it meets your satisfaction. If you are in doubt, do not cut the fabric but contact our sales office for advice.
Quality
1. The Supplier warrants that on delivery, the Goods shall:
  1. conform with their description and Specification; and
  2. be free from material defects in design, material and workmanship.
2. Subject to clause 5.3, if:
  1. the Customer gives notice in writing to the Supplier within 14 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
  2. the Supplier is given a reasonable opportunity of examining such Goods; and
  3. the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost; then
  4. The Supplier shall, at its option, repair or replace the defective Goods or refund the price of the defective Goods in full.
3. The Supplier shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
  1. The Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;
  2. the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practices regarding the same;
  3. the Customer alters or repairs such Goods without the written consent of the Supplier;
  4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
  5. the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
4. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
5. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

THE WARRANTY SET FORTH IN SECTION 5.1 IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Title and risk
1. Supplier’s responsibility ceases, and risk of loss passes upon delivery of the Goods to the Customer.
2. Title to the Goods shall not pass to the Customer until the earlier of:
  1. The Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and
  2. The Customer resells the Goods, in which case the title to the Goods shall pass to the Customer at the time specified in clause 6.4.
3. Until title to the Goods has passed to the Customer, the Customer shall:
  1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property;
  2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
  3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
  4. notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.1; and
  5. give the Supplier such information relating to the Goods as the Supplier may require from time to time.
4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
  1. It does so as principal and not as the Supplier’s agent; and
  2. Title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.1, then, without limiting any other right or remedy, the Supplier may have:
  1. The Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
  2. The Supplier may at any time:
    1. Require the Customer to deliver up all Goods in its possession that have not been resold or irrevocably incorporated into another product; and
    2. If the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
Price and payment
1. The price of the Goods shall be the price set out in the quotation, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery.
2. The Supplier may, by giving notice to the Customer at any time up to 7 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
  1. any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials and other manufacturing costs);
  2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
  3. Any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
3. The price of the Goods:
  1. Excludes any sales tax required to be collected, for which the Customer shall be responsible; and
  2. Excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.
4. If Customer qualifies for any lawful exemption from any sales tax imposed by applicable law, Customer shall provide Supplier with an exemption certificate or other documentation satisfactory to Supplier to establish Customer’s exemption.
5. The Supplier may invoice the Customer for the Goods before, on or at any time after the completion of delivery.
6. The Customer shall pay the invoice in full within 30 days end of month following the date of the invoice. This outlines our Standard Payment Terms. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.
7. If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 18% per annum or the maximum legal rate if lower. Such interest shall accrue on a daily basis from the due date until the actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may, at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
9. The Customer shall make payment in full in accordance with our standard payment terms as outlined in section 7.6 of this document. If the Customer wishes to request extended payment terms, the Customer shall submit a written application to the Supplier, providing all requested information in a timely manner. The Supplier reserves the sole and absolute right to approve or deny any application for extended payment terms. The Supplier may, at its discretion, modify or rescind any previously approved extended payment terms at any time, without prior notice or liability. In the event of any default by the Customer, including but not limited to non-payment within the extended payment terms, the Supplier shall have the right to immediately revoke the extended payment terms, and all outstanding amounts shall become immediately due and payable in full, without prejudice to any other rights or remedies available to the Supplier.
Termination
1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
  1. The Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
  2. the Customer files a voluntary petition for bankruptcy or has filed against it an involuntary petition for bankruptcy that remains in force, undischarged, and un-stayed for a period of thirty (30) days;
  3. the Customer makes a general assignment for the benefit of its creditors or applies for the appointment of a receiver or trustee for substantially all of its property or assets or does not succeed in preventing the appointment of any such receiver or trustee;
  4. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
  5. the Customer's financial position deteriorates to such an extent that, in the Supplier's opinion, the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
2. Without limiting its other rights or remedies, the Supplier may suspend the provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.1.1 to clause 8.1.5 or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
3. Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
4. On termination of the Contract for any reason, the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest.
5. Termination of the Contract shall not affect any of the parties rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
Limitation of liability
1. The Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract; and
2. The Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
Force majeure
1. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for 28 days or more, the party not affected may terminate this Contract by giving 14 days written notice to the affected party.
General
1. Assignment and other dealings.
  1. The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
  2. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
2. Confidentiality.
  1. Each party agrees that it shall not, at any time during this agreement and for a period of two years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 11.2.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
  2. Each party may disclose the other party's confidential information:
    1. To its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 11.2; and
    2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
  3. No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
3. Entire agreement.
  1. This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
  2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
4. Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
5. Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
6. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
7. Notices.
  1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its principal place of business or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class mail or other next working day delivery service, commercial courier, or email.
  2. A notice or other communication shall be deemed to have been received: if delivered personally when left at the address referred to in clause 11.7.1; if sent by pre-paid first class mail or other next working day delivery service at 9.00 am on the second Business Day after mailing; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
  3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
8. No Third-Party Beneficiaries. This Contract benefits solely the parties to this Contract and their respective permitted successors and assigns, and nothing in this Contract, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Contract.
9. Attorneys’ Fees. In the event of a dispute arising out of or relating to this Contract or the transactions contemplated hereby, the prevailing party (as determined by a final judgment or Order issued by a court of competent jurisdiction) shall be entitled to recover its reasonable attorney’s fees, expenses, and costs from the non-prevailing party.
10. Governing law. This Contract is made and performed in the State of North Carolina. Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation shall be governed by and construed in accordance with the law of the State of North Carolina, without regard to its conflicts of laws principles.
11. Jurisdiction and Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Contract may be brought against any of the parties only in the courts of the State of North Carolina, county of Guilford, or if has or can acquire jurisdiction, in the United States District Court for the Middle District of North Carolina, and each of the parties consents to the personal jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world.

Terms & Conditions