TERMS AND CONDITIONS
These Terms and Conditions shall govern the use of our website and every order and shall form part of the contract between ourselves unless otherwise agreed in writing prior to our acceptance of the order. The headings in these terms and conditions are for convenience only and do not form part of the contract.
YOUR ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 7.
“The Parties” shall mean yourselves and ourselves together. “The Product” shall mean the products from our clothing and accessories range that we agreed to supply to you. “The Specification” shall mean the specification of the Products of which we shall notify you from time to time. “The Price” shall mean the agreed price for the Product, as shown on our written acceptance of your order. “Intellectual Property” shall mean, where appropriate, Copyright Design Right, Registered Designs, Trademarks (registered or otherwise), Patents and Confidential Information, Ideas and Moral Rights and all other rights whatsoever of a like nature world wide whether those rights are registered or not. “Delivery Note” shall mean the document we provide to you specifying the delivery date.
TERMS AND CONDITIONS
- These Terms and Conditions shall apply to and be incorporated into any sale agreement or other contract or arrangement between us.
- These Terms and Conditions shall prevail over any inconsistent terms and conditions contained in or referred to on our website or in any delivery note, acceptance of order or correspondence or any terms and conditions which you supply to us and shall take precedence over any terms and conditions implied by trade custom or practice or course of dealing or otherwise
- No variation of or addition to or exclusion of the Terms and Conditions shall be binding upon us unless specifically agreed in writing and signed by Markus Lupfer, ML Consultancies Ltd.
1. ORDERS AND SALE
1.1 Any order which you make shall constitute an offer to purchase the Products in accordance with these Terms and Conditions and shall only be deemed to be accepted when we issue a written acceptance, at which point the contract shall come into existence.
1.2 You agree that each order you make shall be above the Minimum Order. We reserve the right to refuse to supply the Product to you in any order below the Minimum Order or charge you an appropriate administration fee.
1.3 We also reserve the right to refuse to supply the Product to you in any event if we believe in our reasonable opinion that you maybe in breach of these Terms and Conditions or that the supply of the Product to you may damage our reputation.
1.4 You are responsible for ensuring that the terms of the order which you make and any applicable Specification are complete and accurate.
1.5 We reserve the right to amend the Specification if required by any applicable statutory or regulatory requirements.
1.6 This is not a sale by sample.
2.1 You agree to pay to us the Price of the ordered Products in advance at the time when you place an order, by credit or debit card.
2.2 Any overdue payment is subject to interest at the rate applicable to UK High Court judgment debts from time to time or at the highest rate permitted by applicable law within the Territory. You will also be liable to reimburse us on an indemnity basis in respect of all legal costs and disbursements incurred (whether or not proceedings have commenced) in connection with recovery. Failure to raise an invoice in respect of interest shall not be deemed to constitute a waiver of our rights to recover interest.
2.3 In the event that one or more invoices remain outstanding for a total of 20 days then we reserve the right to suspend completion or terminate any future contracts until the balance owing to us has been paid in full.
2.4 We may, by giving notice to you at any time before delivery, increase the Price to reflect any increase in the cost of the Products that is due to any Force Majeure, any request by you to change the delivery date(s) or the quantities or Specification of Products ordered, or any failure on your part to give adequate or accurate information or instructions.
3.1 The date on which we make the Product available for collection or on which we post the Product to you, shall be as specified on the Delivery Note.
3.2 Any dates quoted for delivery or collection are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay caused by Force Majeure or by your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
4.1 You shall inspect the Product upon delivery and shall inform us immediately:
the Product does not comply with the Specification;
the Product is defective in material and workmanship;
the Product is not fit for its purpose, or
the Product is not of satisfactory quality;
4.2 If in our opinion the Product can be repaired then provided the Product is returned to us within seven days of receipt of the Product and we will use all reasonable efforts to repair the product.
4.3 For the avoidance of doubt oxidation of the Product does not constitute a defect.
5. RISKS AND TITLE
5.1 The risk in the Product will pass to you at the time of postage/ shipping.
5.2 Until payment in full has been received in cleared funds by us in respect of the Product, title in the Product shall remain with us.
6. INTELLECTUAL PROPERTY RIGHTS / CONFIDENTIAL INFORMATION
6.1 All Intellectual Property Rights of whatever nature in material devised by us including in all Trade Marks, copyright and design drawings prepared by us will vest in and belong to us.
6.2 You will do or refrain from doing anything which we may reasonably require in order to maintain the protection and validity of the Intellectual Property including the following;
6.2.1 only use the Intellectual Property in relation to the Product or as approved by us from time to time in writing;
6.2.2 not do or omit to do anything which may prejudice the Intellectual Property rights or the goodwill attaching thereto;
6.2.3 not do or omit to do anything which might jeopardise our rights in the Intellectual Property.
6.3 For the avoidance of doubt, nothing in these Terms and Conditions shall be constructed as conferring any license or granting any rights in favour of you other than the right to use the Intellectual Property in good faith in accordance with clause 6.2.1. above.
6.4 Any reputation in any trade marks applied or affixed to the Product sold or otherwise distributed with our permission shall accrue to our sole benefit.
6.5 The Trade Marks are valid and subsisting in the UK, however, we make no warrantee as their validity in the rest of the world. We also make no warrantee as to the possible infringement of any third party mark in the jurisdictions other than that UK. In the event that the Trade Marks infringe third party marks, you agree that you shall not attempt to make any claims against us or help the third party in any claim.
7. LIABILITY AND FORCE MAJEURE
7.1 If at any stage after our written acceptance of your order you wish to cancel your order you shall in any event be liable to pay us 100% of the Price together with any other sums due under this Agreement.
7.2 Our liability for any loss or damage consequential or otherwise and howsoever caused whether in tort (to include without limitation or negligence) or contract or otherwise shall not exceed the amount invoiced by us to you in respect of this agreement, however, nothing in these Terms and Conditions shall limit or exclude any matter in respect of which it would be unlawful to exclude or restrict liability.
7.3 We shall not be liable for any loss arising from any content of, or services provided through, our website which is provided by third parties.
7.4 We shall not be liable for any loss arising from any content of any third party website which may be accessed using a link from our website.
7.5 We shall not be liable for any disparity between the colour of any Products as they appear on our website and the colour of those Products.
7.6.If we are affected by any circumstances beyond our reasonable control (including but without limitation any strike, lockout or other form of industrial action failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors) (‘Force Majeure’), we shall forthwith notify the other of the nature and extent thereof. We shall not be liable for delay in performance, or non-performance of any of our obligations under this Agreement when due to any Force Majeure of which you have been notified and the time for performance of that obligation shall be extended accordingly.
Neither of us shall assign the benefit of the Agreement without the prior consent of the other party.
9.1 This agreement will be operational upon an order-by-order basis. Nothing in these Terms and Conditions shall imply any continuous relationship between the parties.
9.2 Without prejudice to any other rights or remedies to which we may be entitled we may terminate this Agreement immediately without liability in the event that you commit to a material breach of these Terms and Conditions.
10.1 This Agreement constitutes the whole and only agreement between us and supersedes and extinguishes any other agreement, statement, promise or representation whether written or oral.
10.2 If at any time any provision if this Agreement is or becomes illegal, invalid or unenforceable in any respect, that shall not affect the legality or validity or enforceability of any other provision of this Agreement.
10.3 No forbearance, delay or indulgence by either of us in enforcing the provisions of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver or rights operate as a waiver of any subsequent breach of this Agreement.
10.4 Except as set out in these Terms and Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by us.
10.5 A person who is not a party to the Contract shall not have any rights under or in connection with it.
10.6 Clauses 2, 5, 6, 7 and shall survive the termination of this Agreement.
10.7 This Agreement shall be governed by and construed in accordance with English Law and the parties submit to the non-exclusive Jurisdiction of the English Courts
10.8 You agree that your personal data may be disclosed to third parties. Your personal data will only be used and/or disclosed in order to market products and services to you.