Terms and conditions of use
Application & entire agreement
1. These Terms & Conditions will apply to the purchase of goods detailed in our quotation (Goods) by the buyer (you) from Europeanwear Ltd, a company registered in England & Wales under company registration number 06599155.
2. These Terms & 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 goods (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms & Conditions and the quotation (together, the Contract) apply to the purchase and sale of 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, practice or course of dealing.
4. A "business day" means any other day other than a Saturday, Sunday, Bank Holiday or any national holiday in England, Wales and/or the USA.
5. The headings in these terms & condtions are for convenience only and will not affect their interpretation.
6. Words imparting the singular number include the plural and vice-versa.
7. "sales documention" also but no exclusively includes all information from this website or our email.
8. "quotation' also but not exlusively includes all information from this website or our email.
8. The description of our Goods is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us. Descriptions of the Goods set out in our sales documention are intended as a guide only.
9. We can make any changes to the specification of Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
10. The price (Price) of Goods is set out in our quotation current at the date of your order or such price as we may agree in writing.
11. You may be entitled to discounts. Any discounts will be at our discretion.
12. The price is exclusive of fees for packaging, transportation / delivery unless stated otherwise.
13. The price is exclusive of any applicable VAT and other taxes or levies, unless stated otherwise, which are imposed or charged by any competent authority.
Cancellation and alteration
14. Details of the Goods as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods which is capable of acceptance.
15. The quotation (including any non-standard price negotiated in accordance with the clause on Price (above) is valid for a period of 1 day only from the date shown in it unless expressly withdrawn by us at an earlier time.
16. Once an order is placed via our website it may not be possible to cancel it depending on what stage in processing it is at. Any requests for cancellation will taken on a case by case basis and our decision will be final.
17. We will invoice you for the price either:
a. When we receive your order and it has been approved by our sales department
b. Where the Goods are to be collected by you or where you wrongfully do not take delivery of the Goods, at any time after we or the courier service, has notified you that the Goods are ready for collection or we have tried to deliver them.18. If not paying pro-forma, you must pay the Price within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us.
19. You must make payment even if delivery has not taken place and / or that the title in the Goods has not passed to you.
20. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest rate of 8% per annum above the base rate of the Bank of England from time to time on the amount outstanding until you pay in full.
21. Time for payment will be of the essence of the Contract between us and you.
22. All payments must be made in British Pounds unless otherwise agreed in writing between us.
23. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.
24. We will arrange for the delivery of the Goods to the address specified in the quotation, or your order or to another location we agree in writing.
25. Subject to the specific terms of any special delivery service, delivery can take place at any time of day and must be accepted at any time between 8am and 9pm.
26. If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
a. store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
b. make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
c. after 10 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.
27. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of Goods.
28. We can deliver the Goods in instalments, which will be invoiced and paid for separately. Each instalment is a separate contract. Any delay in delivery or defect in an instalment will not entitle you to cancel any other instalment.
Inspection and acceptance of Goods
29. You must inspect the Good on delivery or collection.
30. If you identify any damages, spoils or shortages, you must inform us in writing with full order information (including order number), providing detailed specifics of the issue within 2 days of delivery.
a) Any additional information that is provided after the time period of 2 days may be treated independently of the initial notification, at our discretion.
31. Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, have carried out an inspection.
a. to prevent any confusion, colour and size issues are not deemed by us as defect issues as samples are available to check the garments meet your requirements before placing any wholesale order. Samples are not returnable regardless of any defects.
32. Subject to your compliance with this clause and/or agreement, you may return the Goods and we will, as appropriate, repair, or replace, or refund the Goods or part of them.
33. We will be under no liability to 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, written instructions or care label requirements about the use of the goods; and/or
d. the defect arises from misuse or alteration or embellishment of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.
34. You bear the risk and cost of returning the Goods.
35. Acceptance of the Goods will be deemed to be upon inspection of them and their packaging by you and at time of receipt. Any damages noticed to the goods or packaging should be signed for immediately as such with the courier company to allow us to make a claim for compensation of any damage on your behalf.
a. We reserve the right to charge a restocking fee of 30% of the Goods value on any returned goods.
b. We will not be liable for any delivery charges in respect of delivery or returning the Goods, nor are we required to refund any paid delivery charges.
Risk and title
36. The risk in the Goods will pass to you on completion of delivery.
37. Title of the Goods will not pass to you until we have received payment in full (in cleared funds) for: (a) the Goods and/or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
38. Until title to the Goods has passed to you, you must (a) hold the Goods on a fiduciary basis as our bailee; and/or (b) store the goods separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and/or (c) keep the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
39. As long as the Goods have not been resold, or irreversibly incorporated into another product, and without limiting any other right or remedy we may have, we can at any time ask you to deliver up the Goods and, if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
40. We can terminate the sale of Goods under the Contract where:
a. you commit a material breach of your obligations under these Terms and Conditions;
b. you are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors;
c. you enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with your creditors; or
d. you convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have receiver, manager, administrator or administrative receiver appointed in respect of your assets or undertakings or any part thereof, any documents are filed with the court for the appointment of an administrator, notice of intention to appoint an administrator is given by you or any of your directors or by a qualifying floating charge holder (as defined in para. 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of your affairs or for the granting of an administration order, or any proceedings are commenced relating to your insolvency or possible insolvency.
Limitation of liability
41. Our liability under the Contract, and in break of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
42. Subject to the clauses above on Inspection and Acceptance and Risk and Title, all warranties, conditions or other terms implied by the statute or common law are excluded to the fullest extent permitted by law.
43. If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
44. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
45. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Goods, for:
a. any indirect, special or consequential loss, damage, costs, or expenses; and/or
b. any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation of goodwill; business interruption; or, other third party claims; and/or
c. any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
d. any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
e. any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
46. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.
47. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
48. Notices will be deemed to have been duly given;
49. when delivered, if the 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; or
d. on the tenth business day following mailing, if mailed by airmail.
50. All notices under these Terms and Conditions must be addressed to the most recent address, email of address or fax number notified to the other party.
Circumstances beyond the control of either party
51. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reaonsable control of that party. Such cases include, but are not limited to: power failure, internet service provider failture, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.
52. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
53. If one of more of these Terms and Conditions is found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).
Law and jurisdiction
54. This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the English and Welsh courts.