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The Following expressions shall have the meaning assigned to them below:
“Authorisation Number” means the number provided to the Customer to identify any items that the Customer intends to return back to the Company.
“The Company” means BOMBSHELL LIMITED.
“The Contract” means the contract made between the Company and the Customer under which the Company agrees to sell the Goods to the Customer.
“The Customer” means the individual, !rm, Company or other party who has agreed to purchase the Goods as stated on the relevant sales order con!rmation.
“ The Goods” means the Goods, articles and materials including any instalment or part of them which are to be supplied by the Company pursuant to the Contract.
“The Conditions” means the standard terms and conditions of sale set out in this document.
The Contract may not be cancelled by the Customer later than 14 days from the “Order date” shown on the Company’s sales order con!rmation and any cancellation shall only be effective if notice of cancellation is received by the Company within such period of 14 days. Thereafter the Customer may not cancel the Contract unless the Company shall in its absolute discretion agree in writing to accept cancellation. A fee of 50% of the total value of the order will be levied if an order is cancelled or unpaid for after the 14 days cancellation period.
The Company may cancel the Contract for any reason at any time up to 14 days after the Company sends a sales order con!rmation to the Customer.
New Accounts and Provision of Credit
New accounts will only be opened on production of satisfactory evidence of the Customers ability to pay and credit facilities to the Customer may be withdrawn by the Company at any time should it in its absolute discretion think fit.
The Company shall be entitled at any time after accepting an order to seek independent banking or other references in respect of the Customer and shell be entitled at any time thereafter at its sole discretion to reduce or otherwise vary or withdraw credit facilities from the Customer. In the event that in the opinion of the Company any such references shall not be satisfactory then the Company may cancel the order and the Company shall notify the Customer to such effect within 28 days of receipt of such references.
Variation in volume of Goods
The Customer expressly acknowledges and agrees with the normal practice of the garment industry, the Company will not always will not always be able to supply the Goods in the quantities that have been ordered by the Customer, whether in any particular assortment, proportion of pieces, colours or matching sets or otherwise. The Customer agrees to accept such lesser quantities of Goods as are actually supplied to it by the Company (subject to full credit being given to it by the Company for the cost of the shortfall in delivery) and the Company shall be released from any obligation to supply the balance of the order. The quantity so delivered shall be deemed to be the quantity ordered.
Delivery and Risk
Where the sale of the Goods is on an ex works basis (as de!ned in the Incoterms 2000ICC No. 560), the Goods shall be delivered to the delivery address speci!ed in the Companies sales order and con!rmation and unless otherwise agreed the Company on behalf of the Customer arrange for the carriage of the Goods. The carrier selected by the Company shall be the agent of the Customer. In accordance with the provisions of Section 32 of the sale of Goods Act 1979 delivery to the carrier will, in such circumstances, constitute delivery to the Customer and the risk of damage and loss shall pass to the Customer at the time of delivery to the carrier. The Company shall for the purpose of Section 32(2) of the sale of Goods Act 1979 be deemed to have the Customers authority to make such contact with the carrier which the Company considers reasonable. Not withstanding such delivery and passing of risk in the Goods, the property in and title to the Goods shall not pass to the Customer except as provided for in Clause 6.
Where the sale of the Goods is on a C.I.F basis (as de!ned in the Incoterms 2000ICC No. 560), the Goods shall be delivered, carriage paid, to the delivery address speci!ed in the Companies sale order con!rmation and the risk of damage and loss shall pass to the Customer at the time of delivery. Unless otherwise agreed in writing the Company should arrange the carriage of the Goods and insurance up until the Goods are delivered to the Customer. Notwithstanding such delivery and passing of risk in the Goods, the property in and title to the Goods shall not pass to the Customer except as provided for in Clause 6.
Any failure by the Customer to accept delivery of the Goods for any reason shall not effect the obligations of the Customer whether to make payment to the Company in respect of the Goods or otherwise, and in addition, the Customer shall pay the companies reasonable storage and insurance charges for any period after the due date for acceptance of delivery of the Goods.
Not withstanding the provisions of Clause 5 and the passing of risk in the Goods to the Customer, the Company retains ownership of the Goods the property in which shall not pass to the Customer and the Customer shall keep any Goods delivered to it as the bailee for and on behalf of the Company until the Company has received full payment of the price thereof, and full payment for any other Goods purchased by the Customer from the Company for which payment of the full price has not then been paid and until such time the Customer:
Shall keep and retain the Goods free from any charge, lien or other encumbrance, shall insure them against any loss or damage and shall keep them properly stored and protected;
Shall store the Goods separately or in some other way ensure that they are readily identi!able as the property of the Company and irrevocably authorises the Company’s representatives to enter upon the Customers premises where the Goods are or are thought by the Company to be stored for the purpose of repossessing them and subsequently reselling them.
Not withstanding the provisions of Clause 6(a) above, provided that none of the circumstances set out in Clause 11 (insolvency and breach of contract) shall apply, the Customer shall be entitled before the Company has received full payment of the price of the Goods to offer for sale and sell the Goods in the ordinary clause of its business but so that the proceeds in full of any sale are held to the order and for the bene!t of the Company and such proceeds are kept separate from any monies or property of the Customer and third parties.
Save as otherwise stated therein, the provisions of Clauses 6(a) and 6(b) above shall survive the termination of the Contract for whatever reason and in particular but without limitation, termination by the Company by the acceptance of repudiation of the Contract by the Customer.
The Company will, subject to the availability of merchandise and its (or its subcontractors) production schedules, use its reasonable endeavours to commence delivery within the delivery period given (subject to Clause 7(c) below). Any dates quoted for delivery are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused (see Clauses 5(a) and 5(b) above).
Time for delivery shall not be of the essence unless previously agreed by the Company in writing The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice to the Customer.
If the Company shall be prevented or hindered from performing the Contract or any part thereof by any circumstances beyond its reasonable control including (but without limiting the generality of the foregoing) acts of God, civil commotions, strikes, lock-outs or other industrial action, inability to obtain Goods, materials or labour, power or machinery breakdown or failure, further performances of the contract shall be suspended so long as the Company shall be so prevented or hindered. The Company shall not have any liability to the Customer for any direct or consequential loss or damage suffered by the Customer or be deemed to be ion breach of contract as a result of the Company’s inability to perform its obligation under the contract in the aforementioned circumstances.
The Customer shall inspect the Goods immediately on receipt and the Customer shall be deemed to have accepted the Goods as being in conformity with the contract and shall be bound to pay for them as if the Goods had been delivered in accordance with the contract, unless written notice of rejection on the basis of non-conformity with the contract is received by the Company within 3 days of receipt or where the defect or failure was not apparent on reasonable inspection within a reasonable time, but in any event, no later than 21 days after receipt of the Goods.
If after a valid notice of rejection has been given to the Company in accordance with these conditions the Customer deals with the Goods as owner thereof or if any conduct of the Customer is inconsistent with such rejection or with the ownership of the Goods by the Company, the Customer shall be deemed to have accepted them and be bound to pay the contract price.
Without prejudice to the generality of Clauses 8(a) and Clause 8(b) above and without in any way admitting liability therefore the Company in its absolute discretion will give careful and constructive consideration to any request by the Customer for the return of any of the Goods to the Company outside the 3 day period mentioned in Clause 8(a) above but in no circumstances will the Company accept Goods returned to the Company without its prior agreement and the issue of an authorisation number which shall evidence such agreement. The Company reserves the right to sell any Goods so returned without agreement if it shall in its absolute discretion think !t any such sale being without prejudice to the obligations of the Customer to pay in full for such Goods (subject to being credited with the proceeds of any sale by the Company after deduction of all costs and expenses of sale).
unless otherwise agreed the price of the Goods shall be due and payable upon receipt of the Goods by the Customer of the delivery address stated on the sales order con!rmation.
All prices quoted by the Company are exclusive of any applicable Value Added Tax or any similar levies or duties which the Customer shall be additionally liable to pay to the Company unless otherwise stated.
Should the Customer fail to pay any sum due under any order, as and when it becomes due, the Company shall, without prejudice to any other right or remedy available to it have the right to cancel the contract or to suspend all further deliveries to the Customer as well as all work in hand on the order and any other order until payment in full is made and to appropriate any payment made by the Customer to such of the Goods as the Company thinks !t.
The Company shall have the right, in addition to any other remedies it may have against the Customer, to charge interest on all principal sums due from time to time when such sums are 30 days overdue at the rate of 3% per annum over the base rate from time to time of Barclays Bank Plc until payment in full is made.
The price applicable to the Goods shall be that shown on the sales order con!rmation. All prices quoted are valid for 30 days only or until earlier acceptance by the Customer after which time they may be altered by the Company without giving notice to the Customer.
The Company reserves the right at its sole discretion to require the Customer to deposit a proportion of the total purchase price of the Goods upon acceptance by the Customer of the order and/or to require the Customer to pay the full purchase price of the Goods prior to delivery thereof.
All designs and other intellectual property of whatsoever nature prepared by the Company are the property of the Company and may not be used or copied without the consent in writing of the Company.
Insolvency and Breach of Contract
In the event that:
the Customer shall commit any breach of the contract and shall fail to remedy such breach (if capable of remedy) within a period of 14 days from receipt of notice in writing from the Company, requesting such breach to be remedied; or
any distress or execution is levied upon any of the Goods or property of the Customer; or
suspends payment of its debts or is unable or admits its inability to pay its debts as they fall due;
begins negotiations with any creditor with a view to the readjustment or rescheduling of any of its indebtedness; or
proposes or enters into any composition or other arrangement for the bene!t of its creditors generally or any class of creditors; or
where the Customer is a partnership,
any step is taken with a view to convening a meeting, preparing or making a proposal (including the making of an application for an interim order under Part VIII of the Insolvency Act 1986), or preparing or presenting a petition with a view to a composition, arrangement or assignment with or for the bene!t of the creditors of any partner of the Customer, or a re-scheduling of all or any part of any partner of the Customer; or
any petition is presented for the bankruptcy of any partner of the Customer; or
where the Customer is a limited Company, any person takes any action or any legal procedure is commenced or other steps taken (including the making of an application, the presentation of a petition, the !ling or service of a notice or the passing of a resolution) with a view to:
the Customer being adjudicated or found insolvent;
the winding up, liquidation, rehabilitation, rescue or dissolution of Customer (other than in connection with a solvent reconstruction, the terms of which have previously been approved in writing by the Company);
the Customer obtaining a moratorium or other protection from its creditors; or
the appointment of a trustee, supervisor, receiver, administrative receiver, liquidator, administrator or similar of!cer in respect of the Customer or any of its revenues or assets; or
any adjudication, order or appointment is made under or in relation to any of the proceedings referred to in paragraph (v); or
any event occurs or proceeding is taken with respect to the Customer in any jurisdiction which, in the opinion of the Company or its lawyers, has an effect equivalent or similar to any of the events referred to in paragraphs (iii) to (iv) (inclusive) above;
the Company shall thereupon be entitled, without prejudice to its other rights hereunder, forthwith to suspend all further deliveries until the default has been made Good to determine the contract or any unful!lled part thereof or at the Company’s option to make partial supply of Goods. Notwithstanding such termination, the Customer shall pay the Company at the appropriate rate for all Goods delivered up to and including the date of termination.
Where the Customer provides the Company with personal data (Data) such Data will be held securely in con!dence and processed for the purpose of carrying out the Company’s distribution business and associated activities. After accepting the Customer’s order, the Customer accepts that the Company may consult with and disclose the Data to credit reference agencies, banks and credit insurers (Third Parties) and that such Third Parties may process the Data. The Customer also hereby acknowledges their right under the Data Protection Act 1998 to know what Data the Company holds upon them if the Customer applies to the Company in writing and pays the application fee.
If at any time any one or more the provisions of these Conditions becomes invalid, illegal or unenforceable in whole or in part in any respect under any law, the validity, legality and enforceability of the other provisions hereof and the remainder of the provision in question shall not in any way be affected or impaired thereby.
The rights and remedies of the Company under the Contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time to the Customer by the Company nor by any failure or delay by the Company in asserting or exercising any such rights or remedies.
Any notice to be given to the Company under the Contract shall be in writing in English and shall be delivered by hand or sent by post to the address given in Clause 15(b), or sent by fax to the fax number given in Clause 15(b) (or such other address or fax number as the Company may have speci!ed to the Customer).
The address and fax number of the Company for the purposes of Clause 15(c) are: Address:
741 High Road
Any notice given to the Company under the contract shall be deemed to have been received as follows:
if delivered by hand, at the time of actual delivery;
if posted, when delivered to the Company’s address; or
if sent by fax, when received (in clear readable form) by the Company.
Save for liability for death or personal injury due to the negligence of the Company, the Company’s total liability to the Customer under the contract shall not in any circumstances exceed the amount paid by the Customer to the Company in respect of the Goods in question.
These Conditions shall apply to this and every subsequent order placed by the Customer with the Company (whether or not in writing and/or signed by the Customer) and to every contract for the sale of Goods concluded between the Customer and the Company. No variation of these conditions nor any terms and conditions contained in any documents of the Customer upon which he may himself purport to order the Goods shall be binding unless agreed in writing and signed by a Director or the Company Secretary for the time being of the Company.
These Conditions and each and every contract made pursuant thereto shall be governed and construed in all respects in accordance with the Laws of England and Wales and the Company and the Customer irrevocably submits to the exclusive jurisdiction of the English Courts. Every Contract shall be deemed to have been entered into at the Company´s premises in London and the Customer agrees to submit itself to the jurisdiction of the Central London County Court or the High Court (as appropriate).
These Terms and Conditions supersede any other previous Terms and Conditions.