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PURCHASING FROM US or SELLING TO US

PURCHASING FROM US

1. DEFINITIONS
In these Conditions
"Seller" means Essential clothing Euro Ltd:
"Buyer" means the person, firm or company to whom the quotation is addressed or on behalf of whom the order is placed.
"Goods" means the articles or things described overleaf and any goods supplied in substitution for or in replacement to the Goods and services supplied or work done in connection with the Goods or with the said replacement substitute or additional goods.

2. GENERAL

Unless otherwise specifically agreed in writing by a director of the Seller, these conditions which supersede any earlier sets of conditions appearing on the Seller's quotations or elsewhere shall override any terms or conditions stipulated or incorporated or referred to by the Buyer whether in the order or in any negotiations, and no verbal quotation or undertaking will be binding on the Seller. In the event of there being any inconsistency between the terms of any order placed by the Buyer and the Seller's terms and conditions as set out below, the Seller's terms and conditions shall prevail and the Buyer's order shall be subject to them.

3. SPECIFICATIONS

3.1 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms.
3.2 All specifications, drawings and illustrations accompanying the quotation or contained in the Seller's price lists or advertisements are approximate only and shall not form part of the contract unless expressly so stated in writing by the Seller. Without prejudice to the generality of the foregoing, any such specifications, drawings and illustrations are subject to such variations as may from time to time be made by the manufacturers of the Goods.

4. WARRANTY

4.1 The Seller will (entirely at its option) replace or take back or refund the purchase price, or a fair proportion thereof, for any Goods ascertained and agreed by the Seller to be defective provided the Buyer shall have given written notice to the Seller of such defects within seven days of receipt of the Goods (time being of the essence for the purposes of this sub-clause) but the Seller shall have no further liability of the Buyer.
4.2 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer or any third party for any direct or indirect loss whatsoever arising out of or in connection with the supply of the Goods or their use by the Buyer (including, for the avoidance of doubt, any economic loss, loss of profits, reputation, goodwill, use of interest services of employees or agents and anticipated savings or expenses), except as expressly provided in these conditions PROVIDED ALWAYS that if the Buyer notifies in writing the Seller (prior to the making of the contract) that the Buyer wishes the Seller to accept liability for consequential loss or damage and the Seller accepts such liability the Seller shall have the right to increase any quoted price to reflect the increased risk and/or the cost of insuring against such risk.
4.3 No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Goods supplied or that they will be suitable for any particular purpose or for the use under any specific conditions notwithstanding that such purpose or condition may be known or made known to the Seller.
4.4 Subject as expressly provided in these conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
4.4.1 Where Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1975) the statutory rights of the Buyer are not affected by these conditions.

5. DISPUTES
5.1 The Buyer will:-
5.1.1 examine products carefully within 48 hours of taking delivery;
5.1.2 notify the Seller and carrier in writing within 7 days of taking delivery of any damage to Goods revealed by such examination and not caused post delivery and of any error in quantity of weight or description of Goods or that they were mixed with others not included in the contract;
5.1.3 notify the Seller in writing within 7 days of date of the Seller's invoice if Goods subject to such invoice have not been received. Failure to make any notification in accordance with paragraphs (5.1.2) and (5.1.3) of this condition, which such examination should have enabled the Buyer to make, shall constitute waiver by the Buyer of all claims based on or relating to facts which such examination should have revealed or for non-delivery.
5.2 The Buyer acknowledges that the Goods may be end of line ranges and that the Seller may not be able to supply the full quantity of Goods as specified in the contract. Short delivery shall not entitle the Buyer to cancel the contract or to treat the Seller as being in breach of contract, but the Buyer shall only be liable to pay for Goods delivered.
5.3 A Buyer's right under the Sale of Goods Act 1979 Section 35 to reject defective Goods will be lost if:-
(i) he intimates his acceptance to the Seller; or
(ii) he does anything after delivery which is inconsistent with the ownership of the Seller; or
(iii) he retains them for more than 7 days without intimating his rejection to the Seller.

6. PRICES
The price of the Goods shall be the Seller's quoted price. The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the costs to the Seller, which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture) or any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer or any delay caused by any instruction by the Buyer or failure of the Buyer to give the Seller adequate information or instructions. The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.

7. PAYMENT
7.1 The Seller shall be entitled to invoice the Buyer for all sums due under the contract on or at any time after delivery unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the amount due at any time after the Seller has tendered delivery of the Goods or (as appropriate) at any time after the Seller has notified the Buyer that the Goods are ready for collection. The Buyer shall pay the invoice for the Goods on delivery or on the terms as stated on the order form if longer, notwithstanding that delivery may not have taken place and the property of the Goods has not passed to the Buyer.
7.2 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
7.2.1 cancel the contract, suspend any further deliveries to the Buyer or insist upon prior payment in full for the Goods prior to making delivery thereof;
7.2.2 appropriate any payment made by the Buyer to such of the Goods (or the Goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer);
7.2.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% above Barclays Bank Plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest);
7.3 In the event of the Seller considering there to be a material change in the financial circumstances of the Buyer then the Seller shall be entitled to insist upon prior payment in full for the Goods prior to making delivery thereof.

8. DELIVERY
8.1 The Seller shall not be obliged to make delivery until full payment has been made in respect of any outstanding accounts on any other contracts between the parties hereto.
8.2 Delivery of the Goods shall be made to the Buyer by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. Each delivery shall be deemed to be a separate transaction.
8.3 Time is not the essence of contract and any time or date specified by the Seller as time at which or date on which the Goods will be delivered is given and intended as an estimate only and the Seller shall not be liable for any loss, damage or expense howsoever arising from delay in delivery. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
8.4 The Buyer shall at the request of the Seller, supply the Seller with such details as are necessary to allow the Seller to make delivery and shall accept delivery whenever the Seller proffers delivery. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions, it shall not be entitled to withhold any payment related to such delivery and shall further indemnify the Seller against any consequential loss, damage or expense and after giving the Buyer 7 days notice of intention to do so, the Seller may cancel the intended delivery and sell the Goods to which such intended delivery related without prejudice to its rights to claim damages in respect of such breach of contract for any consequential loss or may store the Goods in a place of its own choosing at the expense of the Buyer.
8.5 Unless otherwise specifically stated, the Seller's prices are quoted "free delivered" to the point of delivery (being within the United Kingdom) specified overleaf, save that where additional costs are incurred to meet special requirements of the Buyer subsequently notified to the Seller such additional costs will be charged to the Buyer. Additional charges for small orders or deliveries may be made.
8.6 The Seller's liability, if any, in respect of failure to deliver the Goods in time or at all shall not in any event exceed the amount of any fall in the value of the Goods between the date when it should have been delivered and the dates on which it was in fact delivered or when the contract was terminated, as the case may be. In no circumstances (and whether or not involving negligence) shall the Seller be liable for any loss of profit or third party claims or consequential or other loss of whatever nature arising from such failure.

9. RISK AND PROPERTY
9.1 Risk of damage to or loss of the Goods shall pass to the Buyer:-
9.1.1 in the case of Goods to be delivered to the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
9.1.2 in the case of the Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
9.2 Notwithstanding delivery of, and the passing of risk in, the Goods or any other provision of these terms and conditions, the property in, and legal title to, the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods (including any interest thereon due under clause 7.2.3 hereof) and of all or any other moneys owing to the Seller by the Buyer under all contracts between the Seller and the Buyer together with any Value Added Tax payable by the Buyer in respect of any such payment.
9.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Sellers fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Sellers property. Until that time, the Buyer shall be entitled (subject to 9.4 and 9.5 below) to resell or use the Goods in the ordinary course of business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods, whether tangible or intangible, including insurance proceeds, and shall keep all such proceeds separate from any moneys or property of the Buyer and third parties and, in the case of tangible proceeds, properly stored, protected and insured.
9.4 The Seller may at any time revoke the Buyers power of sale by notice to the Buyer.
9.5 The Buyer's power of sale shall automatically cease if a receiver is appointed over any of the assets or undertakings of the Buyer or if a winding up order is made against the Buyer or if the Buyer goes into liquidation (otherwise than for the purpose of reconstruction or amalgamation) or causes a meeting of creditors or makes any arrangement or composition with creditors or shall commit any act of bankruptcy or allows execution to be levied against its goods. 9.6 Upon determination of the Buyer's power of sale, the Buyer shall place the Goods at the disposal of the Seller, who shall be entitled, using such force as is necessary, to enter any premises of the Buyer at any time, for the purpose of removing the Goods.
9.7 In the event of the Seller repossessing the Goods, the Buyer shall be liable to pay the difference between the price of the Goods and their value on repossession and in the event of the Seller being entitled to repossess the Goods but being unable to do so for any reason whatsoever the Buyer shall pay to the Seller the full price thereof.

10. PATENTS, DESIGN, COPYRIGHT AND TRADEMARKS
The Seller shall not in any circumstances be liable for any loss, liability or expense suffered or incurred by the Buyer by reason of any use or resale of the Goods which constitutes an alleged or actual infringement of a patent, design, copyright or trademark, foreign or domestic vested in a third party.

11. CANCELLATION OF THE CONTRACT
11.1 The Buyer may not cancel any order except with the written consent of the Seller and upon terms which will indemnify the Seller against all loss.
11.2 The Seller may refuse to supply Goods in the event of the Buyer committing any breach of the contract or any act of insolvency or if in the sole discretion of the Seller it appears to the Seller that the financial position of the Buyer has become unsatisfactory or impaired but such refusal shall not constitute cancellation of the contract.
11.3 If performance by the Seller of its obligations under this contract shall be hindered or prevented by industrial dispute, accident, breakdown of machinery, shortage of materials, exports or imports restrictions or any other cause whatsoever beyond the reasonable control of the Seller, the Seller shall be entitled by notice in writing to the Buyer to terminate or vary the contract but without prejudice to the liabilities of either parties accrued before the date of termination or variation.

12. AUTHORITY OF THE BUYER
Any person being an employee or who holds themselves out in any way as an agent of the Buyer who places an order verbally or who signs a confirmation of order on the Buyer's behalf shall be deemed to hold the authority of the Buyer so to do unless written notice to the contrary is received from the Buyer, such notice to be sent by recorded delivery post not later than 3 days after delivery.

13. ASSIGNMENT
The Buyer shall not without the written consent of the Seller assign the order or any part thereof.

14. NOTICES
Any notices given hereunder by the Seller may be served personally or left at the residence or place of business of the Buyer or may be sent by post in which case notice shall be deemed to have been received in the course of the post on the date of delivery if delivered by hand or two days after posting if delivered by post.

15. PROPER LAW AND JURISDICTION
The terms and conditions of this contract shall be subject to and construed in accordance with English law and the English courts shall have exclusive jurisdiction in any dispute which may arise save that the Seller may institute and maintain proceedings in respect of the contract in any country.


SELLING TO US

1. DEFINITIONS
1.1 In these conditions the following expressions shall have the following meanings:
"Company": Essential clothing euro ltd: and any of its successors and assigns;
"Conditions": the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in writing between the Company and the Seller;
"Contract": the contract for the sale and purchase of the Goods and the supply and acquisition of the Services made between the Company and the Seller consisting of the Order, the Conditions and any other documents (or parts thereof) specified in the Order;
"Delivery": the receipt of the Goods by the Company or the completion of the performance of the Services by the Seller at the place specified in the Order;
"Delivery Address": the address stated on the Order;
"Goods": all goods forming the subject matter of the Order (including any packaging or any instalment of the Goods);
"Order": the order placed by the Company on its official order form;
"Price": the price of the Goods and/or the charge for the Services;
"Seller": the person, firm or company to whom the Order is addressed;
"Services": the services (if any) described in the Order;
"Product Description": includes any labels, designs, drawings or other information relating to the Goods or Services including the information as set out in clauses 3.2 and 3.2.1 and/or as detailed on any purchase sample.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to the statute or provision as amended, re-enacted or extended at the relevant time.

2. TERMS OF ORDER
2.1 The Company will only be bound by the Order if:
2.1.1 it is entered on the Company's official order form duly signed by an authorised agent of the Company;
2.1.2 the Seller accepts it unconditionally failing which the Order will be deemed to be withdrawn and the Company will be under no obligation to pay for the Goods and/or Services. If the Seller's acceptance is qualified, either on its face or by any accompanying document by reference to any term or condition other than the terms or conditions of the Order, it will be treated as a counteroffer which the Company shall be at liberty to accept on receipt as it may think fit.
2.2 Neither the Company nor the Seller shall be bound by any variation, waiver of or addition to these Conditions except as agreed in writing by an authorised representative of the Seller and a director of the Company.

3. SPECIFICATIONS
3.1 The quantity, quality and description of the Goods and the Services, shall, subject as provided in these Conditions, be as specified in the Order and/or in any applicable Product Description supplied by the Company to the Seller or agreed in writing by the Company.
3.2 The Seller shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and transportation of the Goods and the performance of the Services.
3.2.1 The Supplier accepts full responsibility for ensuring that all fibre content labels and other relevant labels are correct and that where applicable all fire warning labels and other relevant labels are attached and are in accordance with all relevant regulations.
3.3 The Goods shall be marked and labelled in accordance with any applicable regulations or requirements of the carrier, and properly packed and secured so as to reach their destination in an undamaged condition in the ordinary course. 3.4 Before despatching the Goods the Seller shall carefully inspect and test the same for compliance with Product Description.
3.5 The Seller shall not unreasonably refuse any request by the Company to inspect and test the Goods during manufacture, processing or storage at the premises of the Seller or any third party prior to despatch, and the Seller shall provide the Company with all facilities reasonably required for inspection and testing.
3.6 If as a result of the testing or inspection mentioned in sub-clause 3.5 above the Company's representative is of the opinion that the Goods do not comply with the Contract or are unlikely to do so on completion of manufacture or processing he shall inform the Seller accordingly and the Seller shall immediately take such steps as may be necessary to replace or rectify the Goods to the reasonable satisfaction of the Company at no extra cost to the Company.

4. PRICE OF THE GOODS AND SERVICES
4.1 The price of the Goods and the Services shall be as stated in the Order and unless otherwise so stated shall be inclusive of all charges for packaging, packing, carriage, insurance and delivery of the Goods to the Delivery Address and any duties, imposts or levies.
4.1.1 Value added tax shall where applicable be payable by the Company subject to receipt of a VAT invoice.
4.2 No increase in the Price may be made (whether on account of increased materials, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Company in writing.
4.3 The Company shall be entitled to any discount for prompt payment.

5. PAYMENT
5.1 The Seller shall be entitled to invoice the Company on or at any time after delivery of the Goods or performance of the Services and each invoice shall quote the number of the Order otherwise the invoice shall be of no effect.
5.2 Unless otherwise expressly agreed in writing by the Company payment of the Price will be made in full by the agreed date at time of order, against the following documents:
5.2.1 one copy of the Seller's invoice; and
5.2.2 in the case of Goods (whether the same are to be made up or not by the Company) intended for export (and so identified in the Order) all requisite documents and certificates required by any statutory authority (as specified in the Order);
5.2.3 in the case of Goods being imported into the United Kingdom the requisite import licence.
5.3 No payment of or on account of the Price shall constitute any admission by the Company as to the performance by the Seller of its obligations under the contract.
5.4 The Company shall be entitled to deduct from or set off against the Price any sum or sums due to the Company from the Seller.

6. DELIVERY
6.1 Delivery Point
All Goods shall be supplied carriage paid (unless otherwise agreed), and in the manner specified in the Order, to, and the Services shall be performed at, the Delivery Address.
6.2 Delivery Time
The time for delivery of the Goods and/or of performance of the Services shall be that specified in the Order unless otherwise agreed in writing by the Company or, if no time is specified or agreed, within such reasonable time from the date of receipt of the Order by the Seller as the Company may subsequently specify.
6.3 The time of delivery of the Goods and of performance of the Services is of the essence of the Contract.
6.4 If the Goods are to be delivered or the Services are to be performed by instalments, the Contract will be treated as a single contract and not severable.
6.5 A packing note quoting the number of the Order must accompany each delivery or consignment of the Goods and must be displayed prominently.
6.6 The Seller shall supply the Company in good time with any instructions or other information required to enable the Company to accept delivery of the Goods and performance of the Services.
6.7 The Company shall in accordance with clause 9 below be entitled to reject any Goods delivered which are not in accordance with the Contract, and shall not be deemed to have accepted any Goods until the Company has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after any latent defect in the Goods has become apparent.
6.8 Force Majeure
6.8.1 The Company shall not be liable for any failure to perform any of its obligations in relation to the Goods or Services which is due wholly or partially to any industrial action at any premises of the Company or to any restriction imposed by Government or other competent authority or to any event or contingency whatsoever beyond the control of the Company.
6.8.2 If the Seller is unable to effect Delivery on time because of action at its premises or any restriction imposed by Government or other competent authority or any event or contingency whatsoever beyond the control of the Seller, the Seller will notify the Company in writing of that fact and the time for Delivery shall be extended for the duration of such intervening force majeure PROVIDED THAT if the delay shall exceed 4 weeks the Company shall have the right to cancel the Contract and shall not be liable to the Seller for any payment in respect thereof (or in respect of the unfulfilled part thereof if the Seller shall have delivered some of the Goods or performed part of the Services comprised in the Order prior to cancellation).

7. RISK AND PROPERTY
The property in and risk of damage to or loss of the Goods shall pass to the Company upon delivery to the Company in accordance with the Contract, but this clause shall be subject to any rights of rejection which the Company may have under the Contract.

8. WARRANTIES AND LIABILITY
8.1 The Seller warrants to the Company that the Goods:
8.1.1 will be of merchantable quality and fit for any purpose held out by the Seller or made known to the Seller in writing at the time the Order is placed;
8.1.2 unless otherwise agreed will be free from defects in design, material and workmanship;
8.1.3 will correspond with any relevant Product Description or sample; and
8.1.4 will comply with all statutory requirements and regulations relating to the sale of the Goods;
8.1.5 will (except where stated in the Order to be designed or manufactured in accordance with a different specification) be designed and manufactured in accordance with British Standards and any applicable codes of practice.
8.1.6 will be properly de-tabbed but will continue to bear all necessary information as set out in the Product Description unless otherwise agreed in writing by the Company;
8.1.7 can be freely sold in the United Kingdom and Ireland.
8.2 The Seller warrants to the Company that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Company to expect in all the circumstances.

9. REJECTION
9.1 All Goods and Services shall be subject to inspection and approval by the Company within a reasonable period after Delivery, and the Company may reject the Goods and/or Services if the Seller has failed to comply with its obligations under the Contract.
9.2 The Company will notify the Seller in writing of any such rejection specifying the reasons therefor and thereafter the Goods shall be held at the Seller's risk and may be returned at the Seller's expense. Upon rejection of the Goods or Services the Company shall be entitled:
9.2.1 to require the Seller to supply replacement Goods or Services in accordance with the Contract within 7 days; or
9.2.2 at the Company's sole option, and whether or not the Company has previously required the Seller to supply any replacement Goods or Services, to treat the Contract as discharged by the Seller's breach and required the repayment of any part of the Price which has been paid.
9.3 For the avoidance of doubt the Company reserves the right to waive its right of rejection and instead elect to put the Goods or Services into a state whereby they satisfy clause 8 above in which case the Seller shall be debited the cost of any necessary work and will pay the same to the Company on demand.

10. TERMINATION
10.1 The Company shall be entitled to cancel the Order in respect of all or part only of the Goods and/or Services by giving notice to the Seller at any time prior to Delivery in which event the Company's sole liability shall be to pay to the Seller the Price for Goods or Services in respect of which the Company has exercised its right of cancellation, less the Seller's net saving of cost arising from cancellation.
10.2 The Company may, without prejudice to any other of its rights and without liability to the Seller, terminate the Contract forthwith by giving notice to the Seller or any person in whom the Contract may have become vested if:
10.2.1 the Seller becomes subject to an administration order or goes into liquidation (otherwise than for the purpose of reconstruction or amalgamation), or makes an arrangement with its creditors; or
10.2.2 an encumbrancer take possession of, or a receiver or an administrative receiver is appointed over any of the property or assets of the Seller;
10.2.3 the Seller ceases, or threatens to cease, to carry on business; or
10.2.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Seller and notifies the seller accordingly.

11. INDEMNITY
11.1 The Seller shall indemnify the Company in respect of:
11.1.1 any and all loss damage or expense suffered by the Company in consequence of any negligence or breach of statutory or other duty on the part of the Seller, its subcontractors and agents or any servant of any of them, in any way arising out of or connected with any breach of any warranty given by the seller in relation to the Goods or Services notwithstanding the same may have been inspected and/or accepted by the Company; and
11.1.2 all claims made against the Company by any third party including any employee or the personal representatives or dependants of any employee of the Company for any such negligence or breach of duty or defect or incorrectness as aforesaid; and
11.1.3 all claims made against the Company by any employee or agent of the Seller or by any employee or agent of any subcontractor or agent for or in respect of any death of or any damage loss or personal injury incurred or suffered by such employee or agent for any such negligence or breach of duty or defect or incorrectness as aforesaid; and
11.1.4 any liability under the Consumer Protection Act 1987 in respect of the Goods; and
11.1.5 any action, claim, demand, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of letters, patent, registered design, unregistered design, trade mark or copyright by the use or sale of any article or material supplied by the Seller to the Company and against all costs and damages which the Company may incur in any action for such infringement (including for the avoidance of doubt any liability arising due to breach of clause 8.1.6 by the Seller) or for which the Company may become liable in any such action.
11.1.6 any act or omission of the Seller or its employees, agents or subcontractors in supplying or, delivering the Goods;
11.1.7 any act or omission of the Seller's personnel in connection with the performance of the Services; and
11.1.8 all legal and other costs howsoever incurred by the Company in connection with any such loss damage or claim as aforesaid.

12. GENERAL
12.1 No part or detail of the Contract may be assigned or otherwise disposed of by the Seller without the written consent of the Company. Any such consent shall not relieve the seller of any of its obligations under the Contract.
12.2 No waiver by the Company of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 If any provision of the Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.4 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving notice.
12.5 The construction validity and performance of the Contract shall be governed by the Laws of England.
12.6 These present Conditions will take precedence over any other conditions or terms appearing on any letter or other document issued by the Seller, unless otherwise expressly agreed by the Company.
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