WEBSITE TERMS AND CONDITIONS OF SUPPLY
These Terms will apply to any contract between us for the sale of Products to you (Contract).
Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 8. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms, and any Contract between us, are only in the English language.
1 INFORMATION ABOUT US
1.1 We operate the website www.dress2impresslondon.co.uk.
1.3 You may contact us by e-mailing us at email@example.com. If you wish to give us formal notice of any matter in accordance with these Terms, please see clause 14.
2 OUR PRODUCTS
2.1 Any samples, drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures or on our site are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
2.2 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Products. Your Products may vary slightly from those images.
2.3 Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site are approximate only.
2.4 The packaging of the Products may vary from that shown on images on our site.
3 USE OF OUR SITE
4 HOW WE USE YOUR PERSONAL INFORMATION
5 THE CONTRACT BETWEEN YOU AND US
5.1 You confirm, warrant and represent to us that:
5.1.1 you have authority to bind any business on whose behalf you use our site to purchase Products; and
5.1.2 you are not a consumer.
5.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
5.5 A quotation for the Products given by us shall not constitute an offer.
6 HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
6.1 Our shopping pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
6.2 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 6.3.
6.3 We will confirm our acceptance to you by sending you an e-mail (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
6.4 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our site as referred to in clause 10.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
7 OUR RIGHT TO VARY THESE TERMS
7.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
7.2 Every time you order Products from us, the Terms in force at the time of your order will apply to the Contract between you and us.
7.3 We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.
7.4 If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.
8 DELIVERY AND TITLE AND RISK
8.1 We shall:
8.1.1 deliver the Products to the location you specified in the order process or such other location as we may agree to (‘A’ Delivery Location) and we will contact you with an estimated delivery date; or
8.1.2 (‘B’ Delivery Location) within 3 business days of us notifying you that the Products are ready.
8.2 Which method of delivery we shall be obliged to undertake in accordance with clause 8.1 shall be as selected by you in the order process.
8.3 Delivery of the Products shall be completed (in the case of delivery pursuant to clause 8.1.1) on the Products’ arrival at the ‘A’ Delivery Location or (in the case of delivery pursuant to clause 8.1.2) on the completion of loading of the Products at the ‘B’ Delivery Location. In the case of delivery under clause 8.1.1, someone must be available at the A Delivery Location to take delivery of, and sign for, the Products.
8.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Products that is caused by an Event Outside Our Control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
8.5 If we fail to deliver the Products, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. We shall have no liability for any failure to deliver the Products to the extent that such failure is caused by an Event Outside Our Control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
8.6 If you fail to take or accept (as applicable) delivery of the Products within three business days of us notifying you that the Products are ready, then, except where such failure or delay is caused by our failure to comply with our obligations under the Contract:
8.6.1 delivery of the Products shall be deemed to have been completed at 9.00 am on the third business day after the day on which we notified you that the Products were ready; and
8.6.2 we shall store the Products until delivery takes place, and charge you for all related costs and expenses (including insurance).
8.7 If ten business days after the day on which we notify you that the Products were ready for delivery you have not taken or accepted (as applicable) delivery of them, we may resell or otherwise dispose of part or all of the Products.
8.8 We may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
8.9 Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 13 for our responsibilities when this happens.
Title and risk
8.10 The risk in the Products shall pass to you on completion of delivery in accordance with clause 8.3.
8.11 Title to the Products shall not pass to you until the earlier of:
8.11.1 us receiving payment in full (in cash or cleared funds) for the Products, in which case title to the Products shall pass at the time of payment; and
8.11.2 you resell the Products, in which case title to the Products shall pass to you at the time specified in clause 8.13.
8.12 Until title to the Products has passed to you, you shall:
8.12.1 store the Products separately from all other products and goods held by you so that they remain readily identifiable as our property;
8.12.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
8.12.3 maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
8.12.4 notify us immediately if:
18.104.22.168 you suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts or (being a company or a limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply; or
22.214.171.124 you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or makes a proposal for or enters into any compromise or arrangement with your creditors;
126.96.36.199 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up;
188.8.131.52 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you;
184.108.40.206 (being a company) the holder of a qualifying floating charge over the your assets has become entitled to appoint or has appointed an administrative receiver;
220.127.116.11 a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
18.104.22.168 (being an individual) you are the subject of a bankruptcy petition or order;
22.214.171.124 any of your creditors or encumbrances attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within fourteen days; or
126.96.36.199 any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clauses 188.8.131.52 to clause 184.108.40.206 (inclusive);
8.12.5 give us such information relating to the Products as you may require from time to time.
8.13 Subject to clause 8.14, you may resell or use the Products in the ordinary course of your business (but not otherwise) before we receive payment for the Products. However, if the you resell the Products before that time:
8.13.1 You does so as principal and not as our agent; and
8.13.2 title to the Products shall pass from us to you immediately before the time at which resale by you occurs.
8.14 If before title to the Products passes to you, you becomes subject to any of the events listed in clauses 220.127.116.11 to clause 18.104.22.168 (inclusive), then, without limiting any other right or remedy we may have:
8.14.1 your right to resell the Products or use them in the ordinary course of your business ceases immediately; and
8.14.2 we may at any time:
22.214.171.124 require you deliver up all Products in your possession which have not been resold, or irrevocably incorporated into another product; and
126.96.36.199 if you fail to do so promptly, enter any of your premises or that of any third party where the Products are stored in order to recover them.
9 INTERNATIONAL DELIVERY
9.1 We may deliver to countries outside of the UK (International Delivery Destinations) in our absolute and sole discretion. Please see our Delivery Information Page [INSERT HYPERLINK] for further details.
9.2 From time to time, there may restrictions on some Products for certain International Delivery Destinations, so please review the information on that page carefully before ordering Products.
9.3 If you order Products from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
9.4 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
9.5 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law.
10 PRICE OF PRODUCTS AND DELIVERY CHARGES
10.1 The prices of the Products will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However please see clause 10.5 for what happens if we discover an error in the price of Product(s) you ordered.
10.2 Prices for our Products may change from time to time, but changes will not affect any order you have already placed.
10.3 Unless otherwise expressly stated, the quoted prices of the Products are exclusive of amounts in respect of value added tax (VAT). You shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Products.
10.4 The price of a Product does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Page.
10.5 Our site contains a large number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our site may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price.
10.6 If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
10.7 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.
11 HOW TO PAY
11.1 You can only pay for Products using a debit card or credit card, using paypal, by bank transfer or any other method we agree to from time to time.
11.2 Unless otherwise agreed by us, payment for the Products and all applicable delivery charges is in advance.
12 OUR LIABILITY
12.1 Nothing in these Terms limits or excludes our liability for:
12.1.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors (as applicable);
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
12.1.4 defective products under the Consumer Protection Act 1987; or
12.1.1 any matter in respect of which it would be unlawful for us to exclude or restrict liability.
12.2 Subject to clause 12.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
12.2.1 any loss of profits, sales, business, or revenue;
12.2.2 loss or corruption of data, information or software;
12.2.3 loss of business opportunity;
12.2.4 loss of anticipated savings;
12.2.5 loss of goodwill; or
12.2.6 any indirect or consequential loss.
12.3 Subject to clause 12.2, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price you have paid for the Products.
12.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
13 EVENTS OUTSIDE OUR CONTROL
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 13.2.
13.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
13.3.1 we will contact you as soon as reasonably possible to notify you; and
13.3.2 our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
13.4 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 60 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.
14 COMMUNICATIONS BETWEEN US
14.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
14.2 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
14.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
14.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
14.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15 OTHER IMPORTANT TERMS
15.1 We may assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under a Contract.
15.2 You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under a Contract without our prior written consent.
15.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
15.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
15.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
15.6 A Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.7 We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
16.1 In these Conditions, the following rules apply:
16.1.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
16.1.2 A reference to a party includes its personal representatives, successors or permitted assigns.
16.1.3 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
16.1.4 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
16.1.5 A reference to writing or written includes e-mails.