Terms and Conditions
Terms and Conditions
TERMS & CONDITIONS
Application and entire agreement
· These terms and conditions will apply to the purchase of the goods detailed in our quotation(goods) by the buyer (you) from Angel Forever(we or us)
· These terms and conditions will be deemed to have been accepted by you when you accept them or the quotation or from the date of any delivery of the goods (whichever happens earlier) and will constitute the entire agreement between us and you.
· These terms and conditions and the quotation(together, the contract) apply to the purchase and sale of any goods between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practise or course of dealing.
· "Buyer" the person(s), firm or company who purchases the Goods from the Company;
· "Company" Elegancia UK Ltd, registered in London;
· "Contract" any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;
· "Goods" any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
· A “business day” means any day other than a Saturday Sunday and bank holiday.
· The headings in these terms and conditions are for convenience only and will not affect their interpretation.
· Words imparting the singular number include the plural and vice-versa
1. Subject to clause 3, the Contract will be subject to these Conditions to the exclusion of all other terms and conditions (including any terms and conditions the Buyer purports to apply under any purchase order or other document).
2. Any amendments to these Conditions shall be, and any representations about the Goods shall have no effect unless, expressly agreed in writing and signed by a director or senior sales manager of the Company.
3. No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) payment in full and cleared funds is made and the Company delivers the Goods to the Buyer.
4. All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's brochures are issued for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.
5. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company's place of business. A delivery charge (to the Buyer's address) shall be added to the Contract price for all orders.
6. Delivery is made upon receipt of payment in cleared funds for all amounts owed by the Buyer to the Company.
7. If items ordered are not in stock, delivery takes place approximately 10-12 weeks from receipt of order, depending on manufacturing capacities and material availability. Time of delivery shall not be of the essence, and the Company shall not be liable whatsoever for any delay in delivery howsoever arising.
8. If for any reason the Buyer is not willing or able to accept delivery of any of the Goods when they are ready for delivery:
1. Risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company's negligence);
2. the Goods will be deemed to have been delivered; and
3. the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance).
4. The Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance).
5. The Goods are at the risk of the Buyer from the time of despatch.
6. Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and any other outstanding costs owed by the Buyer to the Company on any account.
7. Until ownership has passed, the Buyer must hold the Goods on a fiduciary basis as the Company's Bailee, safely store and maintain the Goods, and keep them insured against all risks on behalf of the Company (whereupon any moneys in respect of an insurance claim shall be apportioned in respect of the value of the Goods lost or damaged and held on trust for the Company).
8. Provided that no insolvency or like proceedings have commenced against the Buyer and the Buyer does not, and does not purport to, encumber the Goods, Clauses 12 and 13 shall not prevent the Buyer from selling the Goods on its own behalf at full market value, but any proceeds of sale shall be held on trust for the Company in separate funds to the Buyer's usual trading account and used to discharge any amounts owed by the Buyer to the Company within 3working days of receipt.
9. We can make any changes to the specifications of the goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
10.Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's price list published on the date of delivery or deemed delivery.
11.The price is exclusive of VAT and the costs of loading, unloading, carriage and insurance, all of which are payable by the Buyer in addition to the quoted price when payment for Goods is due.
12.You may be entitled to discounts. Any and all discounts will be at our discretion.
13.Payment shall be made in full and in cleared funds prior to delivery. Timing of payment shall be of the essence. Payment maybe made either by Sterling Cheques, by Credit/Debit card or by bank transfer. We do not offer credit to retailers as this helps us to keep prices highly competitive and the business relationship is more positive about the product.
14.If the cost of goods to us increase due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or change to delivery rates, we can increase the price prior to delivery.
15.Where alternative payment terms have been agreed with the Company and payments have not been paid in full by their due date, interest shall accrue on the outstanding amount from such due date, at the annual rate of 3% above the base lending rate of the BARCLAYS Bank PLC from time to time, compounding monthly until payment in full is made, whether before or after any judgment.
16.The Company warrants that (subject to the other provisions of these Conditions) at the time of delivery, the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979, as amended, and the Company shall not be liable for a breach of this warranty unless notified in writing within 3 working days of delivery.
17.We will be under no liability or further obligation in relation to the goods if:
a) If you fail to provide notice as set above; and/or
b) You make any further use of such goods after giving notice under the clause above relating to damages and shortages; and/or
c) The defect arises because you did not follow our oral or written instruction about the storage, commissioning, installation, use and maintenance of the goods; and/or
d) The defects arises from misuse from or alteration of the goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties; and/or
e) The defect arises from normal wear and tear of the goods.
1. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979, as amended) are, to the fullest extent permitted by law, excluded from the Contract.
2. Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence.
3. Subject to clauses 8, 21, 22 and 23 above, the total liability of the Company for any claim brought by the Buyer (whether under contract, tort or otherwise) shall not exceed the price of the Goods. In any event, the Company shall not be liable for any loss (direct, indirect or consequential), claims, costs, damages, expenses or otherwise (howsoever caused) arising under or in connection with the Contract.
4. Notices will be deemed to have been duly given:
a) When delivered, if delivered by courier or other messenger(including registered mail) during the normal business hours of the recipient;
b) When sent, if transmitted by fax or email and a successful transmission report or return receipt is generated;
c) On the fifth business day following mailing, if mailed by national ordinary mail;
d) On the tenth business day following mailing, if mailed by airmail.
1. The Contract shall be subject to the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
2. Elegancia UK Limited does offer exclusivity of the Elegancia brand in a specific geographical area, based upon the demographic and distance calculation. The formula applied is for the purpose of being fair to all retailers whether they are located in a rural or urban site. In order to maintain the exclusivity Elegancia expects the retailer to purchase and stock a reasonable part of the collection. The basis of the purchase pattern determines the level of exclusivity and privileges that we offer our retailers:
· Bronze Retailer (Non-Exclusivity) – Less than 48 but more than 24 Gowns per year
· Silver Retailer (Exclusive) – More than 48 gowns per year
· Gold Retailer (Exclusive with Privileges) More than 97 gowns per year
· Franchisee (Exclusive, Privileges and Integration) More than 300 per year
Further details can be sent on request or can be view on our dedicated website for our authorised retailer’s only website at http://www.elegancia-fashion.co.uk/.
ORDERING: Orders can be placed through the online wholesale web-site at http://www.elegancia-fashion.co.uk/ or by fax, email or by telephone. Please note that orders placed by fax or email without checking the online inventory may mean that they will be treated as forward orders (12 weeks delivery) if they are not in stock or already in production. Our online inventory athttp://www.elegancia-fashion.co.uk/ . All orders are subject to acceptance by Elegancia UK Ltd. 4 collections or more are released each year; clients receive email notification when each new range has been uploaded on-line. You may simply order as you require stock (it is not a requirement to order from every range), however to maintain your exclusivity you must purchase your minimum requirement over the trading quarter.
PAYMENTS: Elegancia UK Ltd accepts Visa, MasterCard credit/debit cards as well as bank transfer or Sterling Cheques or bank drafts. Payment is required before your order is dispatched to your nominated delivery address. We will normally email you a proforma Invoice when the dresses are ready to ship (or part order). On receipt of payment the shipment is released for shipping accompanied by the invoice.
SHIPPING: All Elegancia UK Ltd products are sold and shipped from Finsbury Park, United Kingdom. The retailer assumes all costs and risks pertaining to the transportation of the products sold by Elegancia UK Ltd from its warehouse to the Dealer's specified "ship to" address. At the time of ordering you are provided with an approximate freight price based on the goods been delivered via our nominated delivery company, however at the time of Invoicing we will assess the freight being charged and if a less expensive option is available we will use it.
CUSTOMS FEES: International accounts are responsible for all costs relating to duty charges, customs and brokerage fees.
SHIPPING ERRORS/DAMAGED GOODS: You must notify Elegancia UK Ltd of any shipping errors or goods damaged in transit within 3 days of receipt of shipment. No discussion will be entered into after this period or returns accepted. Direct this notification to mail@email@example.com. Damaged or defective merchandise will be replaced with like products in good condition as soon as possible after receipt and inspection as long as they are deemed to have been returned in the original packaging and original tags and labels. No worn product will be accepted at any time. On acceptance of the return of product by Elegancia UK Ltd, a Return Merchandise Authorization number will be advised in writing. All merchandise returned without RMA# will be refused. In issuing a RMA# will not deem that the goods have been accepted back by Elegancia UK Ltd. The retailer should note that Elegancia take the QC process very seriously and each dress is checked by 5 unique methods and individuals prior to shipping, hence returns are treated with great concern.
RETURN ORDER POLICY: Elegancia UK Ltd will accept returns for wholesale orders only in the circumstance of manufacturer's defects, or in the case of a shipment containing the wrong sizes due to error by the shipping department / styles Vis a Vis the order. No other reason will be accepted for returns. Any unauthorised returns will be made available to be collected by the retailer at its own cost.
CANCELLED / REFUSED ORDERS: A restocking fee of 50% (minimum £100, whichever is greater) will be charged on all cancelled or refused invoiced orders. If two shipments are refused or cancelled the account will be subject to termination and replaced by a new dealer in the area.
TERMS: All orders are subject to approval. A current dealer application is required for new accounts prior to shipment and dealer applications may change without prior notice to dealers. Elegancia UK Ltd reserves the right to reject Dealer Applications without cause or liability.
TRADE NAMES: The retailer agrees that trade names used to identify Elegancia UK Ltd or the product are the exclusive property of Elegancia UK Ltd, and the Dealer has no interest in such trade names except for the right to use them in connection with their promotion and the sale of Elegancia UK Ltd.’s products. Upon termination of the Agreement, Dealer agrees immediately to cease all use of Elegancia UK Ltd.’s trade names.
SEVERANCE: If any part of the Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from these Conditions and shall not affect the validity and enforceability of any of the remaining provisions of the Conditions.
WAIVER: Nothing shall be construed as a waiver by us of any preceding or succeeding breach of any provision.
SURVIVAL: Each provision of these Conditions shall be construed as separately applying and surviving even if for any reason one or other of those provisions is held to be inapplicable or unenforceable in any circumstances.
These Conditions (as amended from time to time) contain the entire agreement between you and us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between you and us in relation to such matters. No oral explanation or oral information given by either of us shall alter the interpretation of these Conditions. You confirm that, in agreeing to accept these Conditions, you have not relied on any representation save insofar as the same has expressly been made a representation in these Conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not become a term of these Conditions save that your agreement contained in this Clause shall not apply in respect of any fraudulent misrepresentation whether or not such has become a term of these Conditions.
ELEGANCIA UK LTD LAW: