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Terms and Conditions for Credit Accounts
1. Credit Accounts
1.1 These terms and conditions apply to all credit accounts and goods supplied on credit by Make Retail Limited (“we” or “Make Retail”) to you, the credit account customer (“you”). These terms and conditions are in addition to the terms and conditions which apply to the sale of any goods by Make Retail which are available at www.make-blue.co.uk
1.2 We require payment in full in advance for all orders unless we have agreed to open a credit account for you. All credit accounts and goods provided on credit are provided at our sole discretion and subject to ongoing approval. We reserve the right to refuse credit, even to existing credit account customers, at any time.
1.3 Our agreement with you is not regulated by the Consumer Credit Act. We do not supply goods on credit to consumers. By opening a credit account you agree and accept that you are not dealing with us as a consumer.
2. Information Required and Credit Checks
2.1 In order to open a credit account with us you will be required to supply us with references and such other information as we may request in our credit account application form.
2.2 We reserve the right to carry out a credit reference search on you and any personal guarantors before opening the account. We may update this search at any time.
2.3 You agree that all information you supply in your credit account application, is true, complete and not misleading.
2.4 When we open your credit account we will inform you of your credit limit and we reserve the right to adjust this limit at any time for any reason and to withdraw a credit account at any time, for any
reason.
3. Personal Guarantees
3.1 In order to open a credit account for business or professional customers all of the directors of the customer company or members of the customer LLP (or if there are more than three directors or members at least three of such directors or members) are required to provide Make Retail with a personal guarantee and to sign the credit account application form indicating that they are prepared to guarantee the obligations of the credit account customer. These individual(s) are referred to as the “guarantors”.
3.2 By signing the credit account application form each guarantor is agreeing to these terms and conditions in full. The liability of the guarantors shall be joint and several.
3.3 If at any time a guarantor ceases to have any involvement with the customer as director, shareholder or member they will continue to be liable to us under this clause unless we have agreed to replace the guarantor with another individual.
3.4 Please note that credit limits are subject to increase and any guarantor will be liable for the full obligations of the customer to us plus interest and costs and liability will not be limited to the amount of the original credit limit.
3.5 In exchange for Make Retail agreeing to provide items on credit to the credit account customer each of the guarantors agrees (as a primary obligation) that they irrevocably and unconditionally:
3.5.1 agree to ensure the full and prompt performance of the obligations of the credit account customer and the punctual payment of all sums payable by the credit account customer to us;
3.5.2 will guarantee as a continuing guarantee to us the due and punctual performance and observance by the credit account customer of each of the credit account customer’s obligations
under these terms or arising in consequence of any breach of its agreement with us;
3.5.3 agree to indemnify us on demand against all losses which we may incur arising from or in connection with any breach by the credit account customer of any of its obligations to us or in enforcing any of our rights under these terms;
3.5.4 agree that if and each time that the credit account customer fails to make any payment to us when it is due, the guarantors shall on demand (without requiring us to first to take steps against the credit account customer or any other person) pay that amount together with interest at the rate set out below to us;
3.5.5 that the liability of the guarantors shall be joint and several and shall not be released or diminished in whole or in part by anything which, but for this provision, might operate to affect their liability, including without limitation:
(a) any variation of these terms;
(b) any forbearance or neglect or delay by us in seeking the performance of any obligations of the credit account customer or any other agreement or arrangement between the credit account customer and us or any other person;
(c) any unenforceability or invalidity of any obligation of the credit account customer, so that this clause shall be construed as if there were no such unenforceability or invalidity.
3.5.6 agree that any guarantee under this clause 5 shall remain in force until the credit account is closed or we agree otherwise in writing.
4. Payment of Invoices
4.1 All credit balances will be payable within 30 days of the end of the month in which we submit our invoice to you. If you fail to make payment within our credit period we will immediately cancel your credit account and pursue you for the unpaid sum.
4.2 We will charge interest at the rate of 8% above the base lending rate of the Bank of England on any overdue sums.
5. Risk and Title
5.1 If you are a credit account customer then
5.1.1 risk of damage to or loss of the goods shall pass to you when the goods or any part thereof are despatched for delivery to you, notwithstanding that we may arrange for delivery; and
5.1.2 property in the goods shall not pass to you until we have received payment in full (in cash or cleared funds payment) for the goods and all other goods agreed to be sold by us to you for which payment is then due
5.1.3 until the property in the goods passes to you, you will hold the goods as our fi duciary agent and bailee, and shall keep the goods separate from other goods and properly stored, protected and insured and identifi ed as our property. Until that time you will be entitled to resell or use the goods in the ordinary course of your business, but shall account to us for the proceeds of sale or otherwise of the goods, including insurance proceeds, and shall keep all such proceeds separate from any other moneys or property and, in the case of tangible proceeds, property stored, protected and insured;
5.1.4 until the property in the goods passes to you (and provided the goods are still in existence and have not been resold), we shall be entitled at any time to require you to deliver up the goods to us and, if you fail to do so immediately, we reserve the right to enter upon any premises where the goods are stored and repossess the goods and to dismantle the same (without being liable for any damage caused by so doing)
5.1.5 You will not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain our property, but if you do so all moneys owing by you to us will forthwith become due and payable.
5.1.6 You will at our request assign to us any right of action against any third party in respect of moneys due for such goods or products.
6. Default
6.1 We reserve the right to cancel or suspend any credit account or order and any further deliveries without liability and if the items have been delivered but not paid for the full price and any outstanding credit balances shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary, if you:
6.1.1 commit any act of bankruptcy or enter into any liquidation (other than for the purpose of reconstruction or amalgamation);
6.1.2 are subject to the appointment of an administrator, administrative receiver or liquidator;
6.1.3 are unable to pay your debts as they fall due;
6.1.4 have an administration order or receiving order made against you or have a receiver of all or any of your undertakings or assets appointed;
6.1.5 make or negotiate for any composition or arrangement with or assignment for the benefit of your creditors;
6.1.6 present a petition or have a petition presented by a creditor for your winding-up;
6.1.7 call any meeting of your creditors, or make or negotiate for any composition or arrangement with or assignment for the benefi t of your creditors; or
6.1.8 cease to carry on business.
6.2 You (and each guarantor) agrees to indemnify (and keep indemnified) Make Retail on demand against any costs, claims, damages, liabilities and expenses (including legal fees on a full indemnity basis), which Make Retail may sustain, suffer or incur arising from any default whatsoever by you or any guarantor of these terms and conditions or any other terms and conditions of Make retail which are applicable to the sale of goods supplied pursuant to the credit account