Terms & Conditions
Osman Perfect Five Limited Terms & Conditions of Sale
Unless the Company as seller shall specifically agree otherwise in writing all sales by the Company arising from acceptance of the order overleaf ("the Order” are on the following terms and conditions. Any conditions submitted, proposed or stipulated by the Buyer in whatever form and at whatever time, whether written or oral, are expressly waived and excluded,
"Buyer" Means. The person whose order for the Goods (whether made directly or via an agent or representative) Is accepted by the Company.
"Company" Means. Osman Perfect Five Ltd a company incorporated under the laws of England having its
registered office at 9 Perseverance Works, Kingsland Road, London E2 8DD.
2. ACCEPTANCE OF ORDER
a) No Order shall be binding upon the Company until the Company has given the Buyer a copy of the Order. The giving of a copy of the Order to the Buyer shall constitute acceptance of the Order by the Company. The Company shall be under no obligation to accept the Order from the Buyer, furthermore if the Company shall accept the Order from the Buyer:
(i)The Company shall be under no obligation to accept any other order from the Buyer at any time in the future; and
(ii) Such acceptance is made on the basis that the Buyer agrees that the trading between the Company and the Buyer does not amount to a course of d e a l i n g
b) Notwithstanding acceptance of the Order, the Company reserves the right in its sole discretion to postpone delivery of the goods, cancel all outstanding Orders from the Buyer without compensation and/or repossess any Goods already delivered if any sums due to the Company from the Buyer are in arrears or the Company has received information to question the credit worthiness of the Buyer.
a) Unless otherwise agreed in writing by the Company, the selling price for the goods will be the prices shown in the price list of the Company at the date of delivery plus VAT at the rate prevailing on the date of delivery. Prices quoted on the Order are subject to modification prior to delivery without notice and may also be subject to the addition of a devaluation surcharge.
b) The Buyer shall be responsible for all transport and handling costs for shipments made outside of the UK.
a) Whether stated on the Order the time for delivery shall not be of the essence and delivery dates are intended as an estimate only to the extent that the delivery should be made within a reasonable period of the delivery date.
b) Delivery by the Company to the Buyer under the Company's contract of sale of the goods being shipped includes the cost of transport and insurance of the goods to the destination. Once the Buyer takes actual delivery of the goods at the place named in the contract of sale as the place of destination, the Company's obligation to deliver shall be considered as completed on such delivery. All risk of loss, breakage or damage whatsoever in the goods shall pass to the Buyer as soon as the goods are delivered by the Company to the place of destination.
a) The goods will be supplied substantially to the design specified in the Order. However, the company reserves the right to make reasonable changes at its discretion to the specification of the goods.
b) The Buyer agrees not to interfere with any label or markings on the goods as supplied by the Company.
6. FORCE MAJEURE
a) If the Company shall be prevented from producing, acquiring or effecting deliveries of the goods or any of them by reason of any of the following causes, namely, Act of God, insurrection, riot, war, hostilities, warlike operation, piracy, arrests, restraints of or detainment by any competent authority, strikes or combinations or lock-out of workmen, fire, floods, droughts, earthquakes, mechanical breakdown, shortage of, or inability to, obtain materials, equipment or transportation or any other circumstances (whether of a nature similar to those specified, or not) beyond the control of the Company regardless of whether or not the circumstances in question could have been foreseen at any time, the obligation of the Company to effect deliveries under
these conditions shall be suspended whilst such prevention shall continue.
b) Should any deliveries under the contract be suspended under this condition 6 the Buyer shall nevertheless accept delivery and pay for such of the goods as the Company shall be able to deliver. The Company shall not be liable for any loss or damage of any kind resulting from the causes mentioned above,
c) If the Company has contracted to provide identical or similar goods to more than one Buyer and is prevented from fully meeting its obligations by reason of any of the causes referred to in the condition 6, the Company may determine which contracts it will honor and to what extent, at its own discretion.
a) Notwithstanding delivery title in the goods delivered by the Company shall pass to the Buyer upon and only upon payment for such goods in full by the Buyer and for all other sums owed by the Buyer to the Company and the Buyer will hold the goods as bailee for the Company. The Company may attribute any sum paid by the Buyer to any outstanding amount whatsoever due from the Buyer to the Company ln respect of any goods delivered to the Buyer by the Company notwithstanding any Indication by the Buyer that these sums are paid in relation to specific goods.
b) If the Buyer (before payment) sells the goods to any third party It shall, as between the buyer and such third party sell as principal but as between the Buyer and the Company, the Buyer shall sell as the fiduciary agent of the company.
c) The Buyer shall hold such part of the proceeds of any such sales as equates to the aggregate amount due from the Buyer to the Company on any account whatsoever separate and for the Company's account pending payment or shall if the Company so requires authorize and direct such third party to pay to the Company a like part of the sum due to the Buyer In respect of the goods so sold and assign to the Company such part of the debt owed to the buyer by such third party.
d) After delivery and until payment the Buyer shall keep the goods fully insured and hold any proceeds of Insurance for and to the order of the Company pending payment.
e) The Company may at any time without notice recover possession of the goods which are the property of the Company and the Buyer grants to the Company irrevocable license to enter for that purpose any premises then occupied by the Buyer.
f) The Company shall be entitled to maintain an action for the price of the goods, notwithstanding that the property in them has not passed to the Buyer.
8. INTEREST AND ADMINISTRATION CHARGES
The due date for payment of any goods delivered by the Company to the Buyer shall be 30 days from the date of the Company's invoice unless otherwise stated on the Company's invoice. We may charge for administration expenses as a result of payment conditions being broken. These will be charged directly to your account. All amounts invoiced which are not paid when due shall without prior notice bear Interest at the rate of 5% per annum and in relation to this condition only time shall be deemed to be of the essence.
a) To the extent permitted by law, all conditions, warranties or obligations whether express or implied by statute, common law or otherwise are excluded and the provisions of these conditions shall apply in lieu thereof.
b) Where the Company is arranging carriage, the Company shall not be liable for the loss of or damage to the goods in transit unless within ten days of the date notified by the Company to the Buyer as being the date on which the goods were dispatched from the Company's premises the Buyer gives written notice to the Company that it has not received the goods or that the goods are damaged.
c) The Company shall not be liable for defective goods unless the Buyer gives notice to the Company as soon as possible and in any case within 10 days of delivery specifying with reasonable detail any matter whereof it is alleged that the goods are defective.
d) The Buyer needs to notify in writing to the Company when the stock has been received faulty within 48 hours. No goods shall be returned to the Company until the Company has had an opportunity to Inspect the same. The goods shall only be returned to the Company with a previously agreed returns reference. Any goods so returned shall be at the Buyer's risk until received by the Company.
e)The Company's liability under conditions 9(8) and 9(() whether based on negligence or any other cause of action shall be limited to repairing or replacing the lost, damaged or defective goods or, at the Company's option, crediting a corresponding proportion of the price paid by the Buyer and the Company shall not be under any other liability thereunder whatsoever.
f) No claim will be met by the Company under condition 9(() if, in the opinion of the company;
(i) The defect is not due solely to defective materials or manufacture or the goods have been misused in anyway; or:
(ii) The terms of payment set out in condition 7 have not been complied with.
g) The warranty contained in this condition is specifically limited to the Buyer In respect of the goods manufactured by the Company. No warranty is made to any other person whether subsequent to the Buyer or user, or to any bailee, licensee, assignee, employee, agent or otherwise.
h) The Company gives no warranty and makes no representation that any sale by the Buyer of the goods will be free from infringement of any Intellectual property right owned or controlled by anythird party.
All descriptions, representations, specifications, samples, colours, illustrations and other furnished or made orally by the Company or in catalogues, trade literature, price lists or other documents issued by the Company are given for general information purposes only and the Buyer acknowledges that it is not entering into the contract in reliance upon any such description, representation, specification, sample or other.
Except to the extent specifically provided for in these conditions, the Company shall not be liable for any loss, damage or injury however caused or arising (whether by the Company's negligence or otherwise) from any defect In, failure in, or unsuitability for any purpose of, the goods.
- The Company shall not in any event be liable for any indirect or consequential loss whatever and how ever caused.
Where the Unfair Contract Terms Act 1977 applies, nothing in these conditions shall exclude or restrict any II ability for death or personal injury resulting from the Company's negligence, as that expression is defined in section 1 of that Act.
11. ACCEPTANCE OF GOODS
Unless the Buyer shall notify the Company In writing to the contrary any goods delivered to the Buyer shall be deemed to have been accepted by the Buyer ten days after delivery.
12. ASSIGNMENT OR TRANSFER
The Buyer shall not without the consent in writing of the Company assign or transfer the Order or any part of it.
13. INSOLVENCY OF BUYER
a) This clause applies if;
- The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an Individual of firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of a bona fide amalgamation or reconstruction); or
- An encumbrance takes possession, or a receiver is appointed, or any of the property or assets of the Buyer; or
- The Buyer ceases, or threatens to cease, to carry on business; or
- The Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
b) If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Order or suspend any further deliveries or performance under the Order without any liability to the Buyer and if the Goods have been supplied but not paid for the price shall become Immediately due and payable notwithstanding any previous agreements or arrangements to the contrary.
14. RELAXATION OF FORBEARANCE
No relaxation forbearance delay or indulgence on the part of the Company in enforcing any terms herein shall constitute a waiver of the Company's rights, neither shall it prejudice effect or restrict the same.
Any notice to be given under these conditions shall be sent by recorded delivery post addressed to the party to be served at the address for such party last known to the party giving the notice.
16. JURISDICTION AND DISPUTES
In any cases of dispute, the Courts of England shall have jurisdiction and all matters shall be governed by and construed in accordance with the Laws of England.
By placing the Order, the Buyer acknowledges the importance to the Company of preserving the reputation of the brand under which goods are offered for sale to consumers and the reputation of the Company as a supplier of premium fashion clothing.
The Buyer agrees that the acceptance by the Company of the order is made on the basis that the Buyer shall not resell or threaten to resell any of the goods supplied by way of wholesale or by retail in such place (including without limitation places other than the approved outlets mentioned in the order) or in such a manner that could prove harmful to either such reputation. If the Buyer shall breach such agreement then without prejudice or any other remedy which may be available to the Company, the Company shall be entitled to cancel the order forthwith without compensation, to decline to take orders in the future from the Buyer and claim damages against the Buyer for loss of profit.
18. CANCELLATION OF THE ORDER
a) The Company reserves the right to cancel the Order or any part of the Order within 35 days of the copy of the Order being given to the Buyer without liability for any loss or damage of any kind resulting from such cancellation.
b) No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall pay to the Company a cancellation fee equal to 40% of the contract price by way of liquidated damages.
19. SALES THROUGH WORLD WIDE WEB
The Buyer agrees that it is strictly forbidden to sale through the World Wide Web without written authorization from Osman Perfect Five Limited.