Terms & Conditions
TERMS AND CONDITIONS FOR THE SALE OF GOODS
1. Definitions
Buyer - The person who buys or agrees to buy the goods from the Seller.
Conditions - The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
Goods - The articles which the Buyer agrees to buy from the Seller.
Price - The price for the Goods, excluding VAT and any carriage, packaging and insurance costs (unless otherwise stated).
Seller - ERIBÉ KNITWEAR LTD
2. Conditions
2.1
These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to
the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document. All other terms, conditions and warranties whether written or verbal, expressed or implied, statutory or otherwise, are to the fullest extent permitted by law excluded save to the extent provided in these Conditions or in any related written document signed on behalf of both parties by their duly authorised representatives or in any variations expressly specified in the Seller’s order acknowledgement letter. By making an order for Goods after receiving these Conditions, the Buyer acknowledges that these Conditions shall prevail over any conditions inconsistent herewith purported to be imposed by the Buyer or any previous course of dealing between the Seller and the Buyer save to the extent of any variations referred to in this Section 2.1.
2.2
All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.
2.3
Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these
Conditions.
2.4
These Conditions may not be varied except by the written agreement of an authorised representative of the Seller.
2.5
Minimum order accepted will be £2000/€2000 - other currencies may require higher minimum spend in which case the Seller will notify the Buyer in writing.
2.6
There is a minimum of 2 pieces per colour on all Products ordered.
2.7
Some aspects of Goods may vary and cannot be guaranteed to be exactly the same as the sales sample.
3. Price
3.1
The Price shall be the price quoted on the Seller’s confirmation of order. The Price is exclusive of VAT which shall be due at the rate in force on the date of the Seller’s invoice.
3.2
In marketing and pricing the Goods for resale the Buyer shall not do anything which in the Seller’s opinion could undermine the value of their brand in the marketplace or their position and reputation in the marketplace as high quality, luxury goods.
4. Payment and Interest
4.1
Payment of the invoice with VAT (if applicable) for Goods ordered shall be due within 30 days of the date of the Seller’s invoice, unless agreed otherwise in writing between Buyer and Seller.
4.2
Any new Buyer will be on Proforma terms (Pre-payment) but in its absolute discretion Seller agree to switch to credit terms under Section 4.1 following the first year.
4.3
The Seller reserves the right without liability to the Buyer to suspend further deliveries when payment terms have not been observed; invoices are out-
standing or the Buyer has gone over the credit limit.
4.4
The Seller shall charge (and the Buyer shall pay) Interest on overdue invoices shall accrue from the date when payment becomes due accruing daily but calculated on an annual basis until the date of payment at the rate of 8% per annum above the Bank of Scotland base rate from time to time in force. Such interest shall accrue after as well as before any judgment.
4.5
The Buyer shall pay all accounts in full and not exercise any rights of set-off or counterclaim against invoices submitted by the Seller.
4.6
The Buyer must ensure payments are made in the currency on the invoice, and to the corresponding bank account where applicable. A £25 admin charge may be added to any order paid into the incorrect bank account.
4.7
In the event any discount has been applied which is conditional, and the conditions are no longer satisfied, the Seller shall be entitled to withdraw the discount and invoice the total cost of the relevant Goods to the Buyer.
4.8
Payment is by BACS transfer into the bank account nominated by the Seller.
4.9
The Seller reserves the right to use a third-party credit checking system when assessing new Buyers and determining their eligibility for credit terms.
4.10
Customers will be asked to pay their proformas within 4 weeks. Should the payment not be settled one month from the date the goods are ready for despatch, the goods will move back into stock and will no longer be secure against their order. Each case will be handled at the Seller's discretion, and special circumstances will be taken into account on a case-by-case basis.
5. Goods
5.1
The quantity and description of the Goods shall be as set out in the Seller’s confirmation of order.
5.2
Order confirmation will be sent within 14 working days of receiving order.
5.3
The Seller reserves the right to withdraw Products from sale where production minimums are not met, or where quality standards are not met. If this necessitates an order cancellation the Buyer shall be refunded.
5.4
The Seller can confirm that all goods are designed and originated in Scotland. Manufacture, assembly and finishing takes place in Scotland and the EU.
6. Cancellation
6.1
The Buyer will have 7 days from receipt of order confirmation, or by the next order deadline, whichever is sooner (5.2) to check any discrepancies. Thereafter the order will be deemed accepted.
6.2
If the Buyer cancels any order more than 8 working days after receipt of confirmation, it must pay a cancellation cost valued at (at the Seller’s election) 30% of total order or up to 30% of amount paid upfront.
6.3
The Seller reserves the right to refuse (a) cancellations of confirmed orders placed by the Buyers and
(b) return of Goods without the Buyer’s authorisation.
7. Warranties and liability
7.1
The Seller warrants that the Goods will at the time of delivery correspond to the description given by the Seller in the confirmation of order. Except where the Buyer is dealing as a consumer (as defined in section 12 of the Unfair Contract Terms Act 1977), all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods are excluded.
7.2
All descriptions and illustrations contained in the Seller’s related materials present a general idea of the Goods described in them but do not form part of the contract for their sale under these Conditions unless specifically incorporated therein as provided for in Section 2.1.
7.3
The Buyer acknowledges that in entering into any the contract to purchase Goods under these Conditions, it has not relied on and the Seller shall not be liable for any written or oral representations made by or on behalf of the Seller save as set forth in writing by the Seller’s duly authorised representations and expressly included in such contract.
7.4
Save in the case of fraud or death or personal injury caused by its negligence, the Seller’s entire liability arising out of or in connection with these Conditions is limited to the invoiced value of the order(s) in connection with which such liability arises.
7.5
The Seller confirms that it complies with the UK General Product Safety
Regulations (GPSR) and takes all reasonable steps to ensure the safety and
compliance of all Goods supplied. [email protected]
8. Delivery of the Goods
8.1
Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods.
8.2
The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract as production can be delayed if raw materials are delayed or not available.
8.3
The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
8.4
If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing. The Seller reserves the right to re-sell these Goods 30 days after such failure.
8.5
Unless otherwise agreed in writing, shipping terms will be quoted and carried out Ex Works or DAP. The seller reserves the right to change shipping rates at any time.
9. Acceptance of the Goods
9.1
The Buyer shall carry out a thorough inspection of the Goods of delivery and shall give written notification to the Seller within 3 working days of delivery of the Goods of any defects which a reasonable examination would have revealed; or of missing items. If it fails to do so it shall be deemed to have accepted the Goods.
9.2
Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
10. Title and risk
10.1
Risk shall pass on delivery of the Goods to the Buyer’s address only if Goods are despatched on DAP terms.
10.2
Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
10.3
Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.
10.4
The Seller may at any time before title passes and without any liability to the Buyer:
10.4.1
repossess and and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use,
sell or otherwise deal in them; and
10.4.2
for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
10.5
The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
10.6
The Buyer shall not resell any Goods on eBay or any other online platform but only on the Buyer’s own website.
11. Force Majeure
Neither party shall be in breach of an Order nor liable for delay in performing, or failure to perform, any of its obligations under it if such delay or failure results from an event, circumstance or cause beyond its reasonable control which were not reasonably foreseeable when the Seller issued the Buyer with the relevant order conformation. If the period of delay or non-performance continues for 2 months, the party not affected may terminate any order affected by giving 28 days written notice to the affected party. However, a party affected by force majeure shall give the other party as much prior written notice of it as reasonably possible and use reasonable endeavours to minimise its effect. The provisions of this Section 11 shall not apply to any failure to pay sum due in full or on time.
12. Carriage of Goods
12.1
UK and EU - Carriage will be chargeable on all sales under £2,500 / €3000. The Buyer reserves the right to change this at any time.
12.2
For the rest of the world carriage is charged at cost and will vary.
13. General
13.1
Notices under these Conditions are to be served in writing and may be served by email to the email addresses in the order acknowledgement form or registered post to the recipient’s address as it appears in the order acknowledgement form. Notices served by email shall be deemed received 1 business day after transmission and notices served by post shall be deemed to have been received 2 business days after despatch (in the case of internal UK post) and 6 business days after despatch (in the case of air mail).
13.2
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of these Conditions and the remainder of the provisions in question shall not be affected thereby.
13.3
Nothing in these Conditions should be construed as conferring rights on any third party, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
13.4
No waiver or indulgence by the Seller in exercising any right, remedy, power or privilege under these Conditions shall either be or be deemed to be a waiver of or in any way prejudice any such right, remedy, power or privilege. No single or partial exercise of any right, remedy, power or privilege by the Seller shall preclude or restrict the further exercise or enforcement by the Seller of any such right, remedy, power or privilege.
13.5
The Buyer shall not assign, transfer, delegate or subcontract any of its rights and obligations under these Conditions. The Seller shall be entitled to assign, transfer, delegate or subcontract its rights and obligations under the Conditions.
13.6
Any controversy or claim of whatsoever nature arising out of or relating in any manner whatsoever to these Conditions or any breach of them shall be governed by and construed in all respects in accordance with the laws of Scotland. party hereby irrevocably acknowledges and agrees that the Courts of Scotland shall have exclusive jurisdiction to resolve any controversy or claim of whatsoever nature arising out of or relating in any manner to these Conditions or any breach of these Conditions provided that the Seller may apply for an injunction or other interim relief and enforce awarded it by the Courts of Scotland in any court of competent jurisdiction.