terms & conditions
Terms of sale for wholesale customers
1.1 “Company” means Emily and Fin Limited (Company Number 06016504) of 26 Red Lion Square, London, WC1R 4AG, United Kingdom
1.2 "Client" means the person, firm or company who purchases Goods from the Company and who is named in this Contract
1.3 "Client Address" means the address to which the Client requires the Goods to be transported
1.4 "Contract" means this Contract between the Company and the Client for the sale and purchase of Goods incorporating these Terms and Conditions
1.5 "Delivery Charge" means all costs of delivery including packaging, carriage, unloading and insurance
1.6 "Deposit" means the percentage of the Fees as agreed between the Company and the Client payable by the Client on formation of the Contract
1.7 "Fees" means the fees of the Company as stated in this Contract
1.8 "Goods" means the goods supplied under this Contract
1.9 "Terms and Conditions" means the terms and conditions of sale set out in this document.
2.1 These Terms and Conditions shall apply to all contracts for the sale of Goods by the Company to the Client and shall prevail over any other documentation or communication from the Client.
2.2 Any variation to these Terms and Conditions shall not be applicable unless agreed in writing and signed by a duly authorised representative of the Company and the Client.
2.3 Acceptance of a quotation given by the Company by the Client shall be deemed conclusive evidence of the Client's acceptance of these Terms and Conditions.
2.4 All quotations for Goods shall be deemed to be an invitation to treat and shall not be deemed accepted by the Company until a written acknowledgement of the order is issued by the Company or if earlier, the Company delivers the Goods to the Client
2.5 The Client shall ensure that the terms of its order and any applicable specification are complete and accurate.
3 SUPPLY OF THE GOODS
3.1 Where the Company agrees to deliver the Goods otherwise than at the Company's premises, the Company's premises, the Company shall be under no obligation under section 32(2) of the Sale of Goods Act 1979.
3.2 No order which has been accepted by the Company may be cancelled by the Client except with the agreement in writing of the Company and on terms that the Client shall indemnify the Company in full against all loss (including loss of profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Company as a result of the cancellation.
3.3 The Company will arrange for the Goods to be transported to the to the Client Address at the Client's own risk and cost.
3.4 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed in writing.
3.5 The Company is entitled to make delivery of the Goods in instalments. Each instalment shall be a separate contract and no cancellation or termination of any one contract relating to an instalment shall entitle the Client to repudiate or cancel any other contract or instalment.
3.6 If for any reason the Client fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Client has not provided appropriate instructions, documents, licences or authorisations, the Goods shall be deemed to have been delivered, risk in the Goods shall pass to the Client and the Company may store the Goods until delivery whereupon the Client shall be liable for all related costs and expenses (including without limitation, storage and insurance.)
3.7 Whilst the Company will make every reasonable effort to supply the Client in accordance with the Contract overleaf, the Company reserves the right (upon notice) to substitute colour and fabrication of a similar quality and nature in the event of unavailability of dyes, trimmings and/or cloth.
3.8 All goods supplied to the client are supplied to be sold by the agreed client only and un-notified change in store address or website will be deemed as a breach of terms and may result in legal action.
3.9 Sale of goods through ebay and other discount stores and websites are strictly prohibited at any time.
3.10 Recommended Retail Price (RRP) is the wholesale price multiplied by 2.8.
4 RISK AND PROPERTY
4.1 Risk of damage to or loss of the Goods shall pass to the Client, at the time of delivery or, if the Client fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
4.2 Notwithstanding Clause 3.1, or any other provision of this Contract ownership in the Goods shall not pass to the Client until the Company has received cash or cleared funds payment in full for the Goods.
4.3 Until ownership in the Goods passes to the Client, the Client shall hold the Goods as the Company's fiduciary agent and bailee, and shall store the Goods separately from those of the Client and third parties and the Goods shall be protected, insured and identified as the Company's property.
4.4 Until such time as the ownership in the Goods passes to the Client, the Company may at any time require the Client to deliver up the Goods to the Company and, if the Client fails to do so immediately, enter on any premises of the Client or any third party where the Goods are stored and repossess the Goods.
The Company warrants that the Goods will at the time of delivery correspond to the description given by the Company, be fit for the purpose that they are purchased, be of a good merchantable quality and in a good condition.
6 LIMITATION OF LIABILITY
6.1 Subject to clause 6.3 below, the Company's entire liability in connection with the Goods shall be limited to the price payable by the Client for the Goods.
6.2 Nothing in these conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence.
6.3 Subject to conditions 6.1and 6.2 the Company shall not be liable whether in contract or tort (including negligence or breach of statutory duty) for loss or damage suffered by the Client, the Client's staff or any third party for any direct, indirect or consequential losses including, without limitation, loss of profit, legal fees, company revenue, capital, anticipated savings and/or goodwill.
7 RETURNS AND CLAIMS
7.1 The Client shall inspect the Goods immediately on receipt of the Goods and shall notify the Company in writing within 5 days of receipt if the Goods are damaged or do not comply with the terms of the order.
7.2 If, in the delivery of any order, several items found to be in excess of normal commercial tolerance are alleged by the Client to be defective or damaged, the Client must inform the Company in accordance with the provision of sub-paragraph 7.1 above and then must, before the expiration of five days receipt of the Goods by the Client, return at the Client's expense, two items of each colour which deem defective or damaged for inspection by the Company. Upon agreement that the Goods are defective, the Company will either replace the same at a mutually agreed delivery date, or substitute the Goods with a specified order providing, in both circumstances however, new delivery dates will be permitted to then take effect.
7.3 Goods returned to the Company are returned at the Client's risk.
7.4 The Client must obtain a Return Authorisation (RA) number before sending back for inspection any goods. Any goods received by the Company without a valid Return Authorisation number, will be sent back to the client without inspection, at the clients expense.
8.1 All Fees quoted to the Client for the provision of Goods are exclusive of VAT and the Delivery Charge.
8.2 Proformas must be paid in full to the Company by the Client within 5 days of the Company sending the proforma to the client. Failure to adhere to this timeframe will jeopardise future pre-order facility and may result in Client account review.
8.3 If the Client has a proforma only account, the Goods will not be delivered until the Fees have been paid in full.
8.4 Unless otherwise provided under the Contract (and unless the Client is a new customer), the Company will invoice the Client on delivery of the Goods.
8.5 If payment terms of either net 30 or net 15 have been agreed and applied to the account, payment must be received in full within either 30 or 15 days of date of invoice. Failure to do so will mean that the account terms are reviewed and may result in legal action.
8.6 Interest is payable at 2% per month or part thereof on any late payment from the due date until receipt of the payment in full before and after any judgement.
8.7 The Client 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 Client has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Client.
9 FUTURE DELIVERIES
If the Client has not paid for the Goods in accordance with the Terms and Conditions the Company has the right to hold further deliveries of Goods under the terms of this order or any other order until the Buyer has reduced the amount owing to the Company to such a reasonable level that it is acceptable to the Company.
10 CLIENT'S DEFAULT
If the Client (being a company) enters into administration, liquidation or receivership or (being an individual) becomes bankrupt or in either case makes any arrangement with creditors or commits a material or serious breach of the contract (and in any case of such a breach being remediable fails to remedy it within 7 days of receiving notice to do so) it will be deemed to have repudiated the Contract so that the Company may, at its discretion) treat the order as cancelled and/or seek damages or recovery of the Goods.
11 INTELLECTUAL PROPERTY AND EXCLUSIVITY
11.1 The copyright, design right, trade mark or any other intellectual property rights in the Goods shall belong to the Company and the same shall not be without our written consent disclosed to a third party except in connection with the sale of goods in the normal course of business.
11.2 All images are the property of the Company (unless otherwise stated) and may not be used by the client without prior consent. All usage must be credited to the Company and is restricted to seasonal time frames.
12.1 No waiver by either party shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.2 If any provision of these terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected.
12.3 This Contract cannot be transferred by either party without the prior written agreement of the other, such consent not to be unreasonably withheld.
12.4 The Company shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to, acts of god, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Company shall be entitled to a reasonable extension of its obligations.
12.5 The parties to the Contract do not intend that any term of the contract will be enforceable by virtue of the Contracts (Rights of Third parties) Act 1999 by any person that is not a party to it.
12.6 Any notice required to be given pursuant to the Contract shall be in writing and shall be given by delivering the notice by hand at, or by sending the same by prepaid first class post (airmail if to an address outside the country of posting) to, the address of the relevant party as set out in the Contract or such address as either party notifies to the other from time to time. Any notice will be deemed to be given at the time of delivery (if delivered by hand) and when received (if sent by post).
12.7 The Company shall be entitled to alter these Terms and Conditions at any time but this right shall not affect the existing Terms and Conditions accepted by the Client upon making an order.
13 GOVERNING LAW
The Law of England shall apply to this contract and the English courts shall have exclusive jurisdiction.
14 PAYMENT METHODS
14.1 We accept all major credit or debit cards, balance transfers or cash. International Clients must seek written approval on the currency to pay the Company in.
14.2 Any fees incurred from the Clients bank due to currency or international transfers must be paid for by the Client.
14.3 Credit notes must be redeemed within 12 months of issue. Upon issuing a credit note the Client will be sent a copy either via email or post. It is the Clients responsibility to redeem any outstanding credit notes held by them by stating the reference number upon payment.
14.4 All orders placed by the Client must adhere to the current season minimum order amount set by the Company.
15 ORDER CONFIRMATION
15.1 Submission of an order form will be deemed as a confirmed purchase. Failure to make payment within the agreed time frame will result in account review and retaining of any deposit taken to secure order.
15.2 Orders will be confirmed by the Company within 5 working days. The Client then has 5 working days from receipt of confirmation to cancel order before being subject to conditions of clause 15.1.
15.3 Held orders will be kept for up to one week unless otherwise agreed and lack or response from the Client upon contact from company will mean a cancellation of the order and goods will be returned to stock.
15.4 Upon unpaid held orders being cancelled the Client will then be under review and pre-order facility may be removed from the account.