1. DEFINITIONS. “The Seller” means Emma Tindley Couture. “The Customer” means the person, firm or company purchasing the Goods. “The Goods” means the products which the Customer agrees to buy from the Seller.  “The Order(s)” shall mean the order set out overleaf and any subsequent order placed with the Seller.
  2. GENERAL. Unless otherwise expressly agreed in writing by the Seller, these conditions shall apply to all Orders received and accepted, and the terms set out herein shall supersede any terms and conditions that may have been previously agreed between the parties.  If the Customer’s order contains printed conditions, such conditions bind the Seller only to the extent that they do not conflict with these conditions and have been accepted in writing by the Seller.  In the case that the Customer is a Limited Company, all of its Directors agree to be personally liable for payment to the Seller of all invoices outstanding.  The Customer accepts that the supply/and photographic images of samples is solely to enable the Customer to judge the quality of the Seller’s Goods.  Every effort will be made for the Goods to be manufactured identical to the sample, however no two Goods will be identical in every detail.  No such variation shall constitute a breach of contract.
  3. VARIATION. Once the Seller has acknowledged the Customer’s Order, it becomes a contract and the Customer shall purchase in accordance with the Order, subject to these Terms and Conditions, which shall govern the contract to the exclusion of any other Terms and Conditions.  No alterations or variations of the Terms and Conditions of any Order are binding on the Seller unless agreed in writing.
  4. PRICES. Prices given or quoted are exclusive of Value Added Tax or any other revenue charge, packing, carriage delivery or handling.  If there is any increase in the cost of the Goods to the Seller or in the rate of Value Added Tax prior to delivery or collection of the Goods, the prices thereof will be adjusted to reflect such   increase.
  5. CANCELLATION. Cancellation of any Order cannot be made without the Seller’s written consent.  The Seller reserves the right to make a charge of 50% for the cancellation by the Customer of any Order or contract, and by its signature overleaf, the Customer agrees to make payment within seven (7) days of invoice date should this charge be levied in the event of Customer’s cancellation of an Order. Purchases made via the internet adhere to Distance Selling regulations unless made specifically to a clients personalised requests or made to measure.
  6. RETURNS. All sales are final, and not subject to returns for refunds.  Any damaged goods will be replaced, or if such items have since been subject to a discontinuation notice, a full refund will be provided.  Items are not interchangeable and cannot be exchanged for other items.
  7. PAYMENT. Customer shall pay any deposit/full balance required within three (3) days of the date of Order by Paypal, bank transfer, credit card or debit card.  Any order paid by credit card will incur a charge of 2.5% unless returning for an exchange, where the charge will be waivered. This charge does not apply to debit cards.  Any balance due must be paid by Customer within fourteen (14) days of Seller’s notice to Customer that the Goods are ready to be despatched.  The Goods will be shipped provided payment is received before the cut-off date advised by the Seller.  In the event that the balance payment is not received on-time, the Goods will be shipped at a later date once funds have cleared.
  8. TITLE. Until payment by the Customer of all monies payable by the Customer to the Seller under this or any other contract, the property of the goods or any part of them shall not pass to the Customer, but shall remain with the Seller.  The Customer may sell the goods by way of a principal’s sale, but not as an agent, to a third party.
  9. RESALE. In so far as articles supplied by the Seller are intended for sale, these articles may not be subjected to changes of a technical nature, or to changes in their appearance or their components without prior consent from the Seller.  Articles supplied by the Seller that have been changed in the above-mentioned manner may not be resold under the Seller’s brand names or any other of the Seller’s product or company trademarks.  Any alterations needed for fitting purposes are acceptable.  The liability and responsibility for alteration lies with the Customer, and the Seller is not obligated in any way to provide replacements.
  10. DESPATCH. Time of despatch shall not be of the essence of the contract.  Delivery of the Goods may be wholly or partially suspended (as the case may require) during any delay in the preparation or manufacture of the Goods for whatever reason.  Any lead-time quoted is an indication only and Customer shall not hold the Seller responsible for any direct or indirect loss which may arise if delivery is delayed.
  11. DAMAGE OR LOSS IN TRANSIT AND SHORTAGE. Where the Seller has agreed to deliver the Goods, no liability is accepted by the Seller for any damage or loss during transit or any shortage, unless the Customer notifies the Seller in writing within three days of receipt of the Goods.  Notification to the Seller must in all cases be given to the address shown on the invoice.
  12. LIMITATION OF LIABILITY. The Seller’s liability for any loss and/or damage whether direct or indirect, consequential or howsoever cause shall be limited to   repair or replacement at the option of the Seller.  The Customer must notify the Seller in writing of the defective Goods within five days of the date of delivery,    provided that the Seller shall be under no liability if the Goods have not been used or retained reasonably or properly.  In the event of such notice, Seller shall return the Goods within two days, at its cost, to enable Supplier to verify the alleged defect and arrange for repair or replacement which in Seller’s sole opinion is most appropriate.  If the Customer is unable or unwilling to return the Goods as set out herein, it immediately forfeits its claim.  A refund will only be issued if the Supplier is unable to repair or replace the item.  Standard lead-time shall apply to all replacements.  Nothing in these Terms and Conditions shall exclude or limit the liability of the Seller for death or personal injury resulting from the negligence of the Seller or that of the Seller’s agents or employees. A full refund will only be offered where goods are deemed faulty and not fit for purpose.
  13. ASSIGNMENT.  The contract is personal to the Customer who shall not assign the benefit thereof without the Seller’s prior written consent.
  14. SEVERANCE AND WAIVER. If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of       competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and             Conditions had been agreed with the invalid illegal or unenforceable provision eliminated. No waiver by the Seller (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.
  15. FORCE MAJEURE. The Seller 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, pandemic, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations.
  16. EXCLUSIVITY. Supplier may, at its sole option, offer Trade Customers a limited area of exclusivity.  Such exclusivity will be determined solely by Supplier according to the Customer’s area demographic, and is offered on the express agreement that Customer (i) orders the minimums required for new collection(s) each year at the specified trade event; (ii) meets the minimum annual sales requirements as Supplier sets out from time to time; and (iii) maintains a good credit status with Supplier.  Supplier reserves the right to remove any exclusivity offered without notice, in the event that Customer does not meet any of its required obligations to maintain exclusivity as set out above and Customer shall have no claim for losses or damages incurred in the event of such removal of exclusivity.
  17. LEGAL CONSTRUCTION. The contract shall in all respects be construed and operated as an English contract and conformity with English law, and the parties submit to the exclusive jurisdiction of the English courts.