1. General
Headings and labels have been used in this document purely for
convenience and shall not directly affect their interpretation.
Any reference in these Conditions to any provision of a statute or
statutory instrument shall be understood as referencing any subsequent
amendments, re-enactments or extensions that may be in force at the time
of the Contract.
Definitions:
Herein 'Customer' is meant as the person, business or organisation who
accepts a quotation of the Vendor for the sale of Goods or whose order
for Goods is accepted by the Vendor.
Herein 'Goods' is meant as the goods (including any installment of the
goods, or any parts for them) which the Vendor is to supply in
accordance with these conditions.
Herein 'Vendor' means T.M.Price trading as MissNeedles.com who
operations office is at: MissNeedles.com, C/o 220,Building 50,Argyll
Road,Royal Arsenal.London,SE18 6PL UK. Herein 'Conditions' is meant as
the standard terms and conditions of sales set out in this document to
including any additional special terms and conditions which will be
agreed in writing between the Customer and the Vendor prior to any
transaction.
Herein 'Contract' is meant as the contract for the purchase and sale of
the Goods.
Herein 'Writing' is meant to include written letter, electronic mail,
facsimile transmission as well as any other comparable means of
communication at our discretion.
2. The basis of the Sale
The Customer shall purchase the Goods and the Vendor shall sell the
Goods in accordance with any written quotation from the Vendor which is
accepted by the Customer, or any written order from Customer which is
accepted by the Vendor; either casing being subject to these Conditions,
which shall govern the Contract to the absolute exclusion of any other
terms and conditions subject to which any such quotation is accepted or
purported to be accepted, or any such order is made or purported to be
made by the Customer.
This condition does not apply where the Customer deals with the Vendor
as a consumer. No variation to these Conditions shall be binding unless
agreed in Writing between the authorised representatives of the Customer
and the Vendor.
The following sub-clauses do not apply where the Customer deals with the
Vendor as a consumer:
Only written representations concerning Goods from employees of Vendor,
or their agents, are authorised. Upon entering into a Contract the
Customer acknowledges that it has not relied on non-written representations.
Any recommendations or advice not given to the Customer in writing, or
its employees or agents, as to the storage, application or use of Goods
is followed or acted upon entirely at the Customer's own risk. The
Vendor shall only be liable for any such advice or recommendations which
are confirmed in writing.
Any clerical, typographical or other error or omission in any sales
literature, quotation, price list, acceptance of offer, invoice or other
document or information issued by the Vendor shall be subject to
correction without any liability on the Vendors part.
3. Orders & Specifications
The Customer shall be responsible to the Vendor for ensuring the
accuracy of the terms of any order (including any applicable
specification) submitted by the Customer, and for giving the Vendor any
necessary information relating to the Goods within a sufficient time to
enable the Vendor to perform the Contract in accordance with its terms.
The quantity, quality and description of and any specification for the
Goods shall be those set out in the Vendor's quotation (if accepted by
the Customer) or the Customer's order (if accepted by the Vendor) If the
Goods are to be manufactured in accordance with a specification
submitted by the Customer, the Customer shall indemnify the Vendor
against all loss, damages, costs and expenses awarded against or
incurred by the Vendor in connection with or paid, or agreed to be paid,
by the Vendor in settlement of any claim for infringement of any patent,
copyright, design, trade mark or other industrial or intellectual
property rights of any other person which results from the Vendor's use
of the Customer's specification. Once an order has been accepted by the
Vendor the Customer may only cancel the order with the Vendor's
agreement in Writing and on terms that the Customer shall indemnify the
Vendor in full against all loss (including loss of profit), costs
(including the cost of all labour and materials used), damages, charges
and expenses incurred by the Vendor as a result of the Customer order
cancellation.
All cancellations and amendments to orders must be sent to the Vendor in
writing by either fax/email. If no written confirmation is received then
no changes will be made to the order and goods will be delivered as per
the order.
Orders placed before 4:30pm on a business day will be processed that day
and will be delivered as per the requested delivery option provided no
additional security checks are required and all stock items are
available. The follow sub-clause(s) do not apply where the Customer
deals with the Vendor as a consumer:
No order submitted by the Customer shall be deemed to be accepted by the
Vendor unless and until confirmed in Writing by the Vendor's authorised
representative.
4. Price of Goods
All Goods shall be priced at the Vendor's quoted price.
All Goods are subject to not being sold at less than the Vendor's cost
price.
Where no price has been quoted the price listed in the Vendor's current
published price list at the date of acceptance of the order. In the
absence of a current published price the price may be specified at the
Vendor's discretion.
If quoted price is no longer valid Goods shall be priced in accordance
with Vendor's current published price list current at the date of
acceptance of the order.
Where an order is made for items that are not immediately available for
dispatch the price of those items is subject to change based upon market
conditions. The Customer will always be notified of any increase in
price before any additional charges are made by the Vendor.
Except as otherwise stated under the terms of a quotation or in any
price list of the Vendor, and unless otherwise agreed in Writing between
the Customer and the Vendor, all prices are given by the Vendor on an ex
works basis, and where the Vendor agrees to deliver the goods otherwise
than at the Vendor's premises, the Customer shall be liable to pay the
Vendor's charges for the transport, packaging and insurance.
The price is exclusive of any applicable Value added Tax, which the
Customer shall be additionally liable to pay to the Vendor, unless the
Vendor has been provided with evidence that the Customer is exempt from
paying Value added Tax (or equivalent).
5. Payment
The Vendor shall not be bound to deliver the Goods until the Customer
has paid for them. Payment shall be due before the Delivery date and
time for payment shall be of the essence.
This condition does not apply where the Customer deals with the Vendor
as a consumer. The Customer shall pay the price of the Goods upon
delivery. Time for payment shall be of the essence.
The follow sub-clause(s) do not apply where the Customer deals with the
Vendor as a consumer:
If the Customer fails to make any payment on the due date then, without
prejudice to any other right or remedy available to the Vendor, the
Vendor shall be entitled to cancel the Contract or suspend any further
deliveries to the Customer; appropriate any payments made by the
Customer to such of the Goods (or the Goods supplied under any other
contract between the Customer and the Vendor) as the Vendor may regard
fit (notwithstanding any purported appropriation by the Customer); and
charge the Customer interest (both before and after any judgment) on the
amount unpaid, at the rate of 4 per cent per annum above the Bank of
England 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).Payments are expected at the time of order
placement and goods will not be produced or dispatched prior to payment
receipt.
6. Acceptance of the Goods
If the Customer properly rejects any of the Goods which are not in
accordance with the contract, the Customer shall nonetheless pay the
full price for such Goods unless the Customer promptly gives notice of
rejection to the Vendor and at the Customer's cost returns such Goods to
the Vendor as soon as reasonably practicable.
Returns - Any item returned to the Vendor which is found not to be
defective may incur a 20% handling charge. Any item returned to the
Vendor for Credit/Refund may incur a handling charge if the items are
not returned in pristine condition.
Wearable intimate items such as hair pieces,wigs,head wear,eye wear or
other items which come into contact with hair,skin or other direct
contact will not be exchanged or refunded due to a high hygiene standard.
7. Delivery
This condition does not apply where the Customer deals with the Vendor
as a consumer. The Vendor shall make delivery of the Goods to the
Customer as agreed by the Vendor.
This condition does not apply where the Customer deals with the Vendor
as a consumer. Any dates quoted for delivery of the Goods are
approximate only and the Vendor shall not be liable for any delay in
delivery of the Goods however caused. Time for delivery shall not be of
the essence of the Contract unless previously agreed by the Vendor in
writing. The Goods may be delivered by the Vendor in advance of the
quoted delivery date upon giving reasonable notice to the Customer.
Where the Goods are to be delivered in installments, each delivery shall
constitute a separate Contract and failure by the Vendor to deliver any
one or more of the installments in accordance with these Conditions or
any claim by the Customer in respect of any one or more installments
shall not entitle the Customer to treat the Contract as a whole as
repudiated.
If the Customer fails to take delivery of the Goods or fails to give the
Vendor adequate delivery instructions at the time stated for delivery
(otherwise than by reason of any cause beyond the Customer's reasonable
control or by reason of the Vendor's fault) then, without prejudice to
any other right or remedy available to the Vendor, the Vendor may: store
the Goods until actual delivery and charge the Customer for the
reasonable costs (including insurance) of storage; or sell the Goods at
the best readily available obtainable and (after deducting all
reasonable storage and selling expenses) account to the Customer for the
excess over the price under the Contract or charge the Customer for any
shortfall below the price under the Contract.
The Goods shall be delivered to the Customer at the Customer's address.
The risk on the Goods shall pass to the Customer upon such delivery
taking place.
In the event that the Vendor shall arrange for the carriage of the Goods
to the Customer's address, then the carrier shall be deemed to be the
Customer' s agent and the Vendor shall not be responsible for any delays
in delivery of the Goods beyond its reasonable control.
8. Risk & Property
Risk of damage to or loss of the Goods shall pass to the Customer in the
case of the Goods to be delivered otherwise than at the Vendor's
premises, at the time of delivery or, if the Customer wrongfully fails
to take delivery of the Goods, the time when the Vendor has tendered
delivery of the Goods.
Not withstanding delivery and the passing of risk in the Goods, or any
other provision of these Conditions, the property in the Goods shall not
pass to the Customer until the Vendor has received in cash, or cleared
funds, payment in full of the price of the Goods and all other Goods
agreed to be sold by the Vendor to the Customer for which payment is
then due. Until such time as the property in the Goods passes to the
Customer, the Customer shall hold the Goods as the Vendor's fiduciary
agent and bailee, and shall keep the Goods separate from those of the
Customer and third parties, and properly stored, protected and insured
and identified as the Vendor's property, but the Customer shall be
entitled to resell or use the Goods in the ordinary course of its business.
Until such time as the property in the Goods passes to the Customer,
(and provided the Goods are still in existence and have not been
resold), the Vendor shall be entitled at any time to require the
Customer to deliver up the Goods to the Vendor and, if the Customer
fails to do so forthwith, to enter upon any premises of the Customer or
any third party where the Goods are stored and repossess the Goods.
The Customer shall not be entitled to pledge or in any way charge by way
of security for any indebtedness any of the Goods which remain the
property of the Vendor, but if the Customer does so all moneys owing by
the Customer to the Vendor shall (without prejudice to any other right
or remedy of the Vendor) forthwith become due and payable.
9. Warranties & Liability where the Customer deals with the Vendor as a
Consumer.
Where the Goods are sold under a consumer transaction (as defined by the
Consumer Transactions (Restrictions on Statements) Order 1976) the
statutory rights of the Customer are not affected by these Conditions.
Insolvency of Customer, this clause does not apply where the Customer
deals with the Vendor as a consumer but applies if: the Customer makes
any voluntary arrangements with its creditors or (being an individual or
firm) becomes bankrupt or (being a company) becomes subject to an
administration order or goes into liquidation (otherwise than for the
purpose of an amalgamation or reconstruction); or an encumbrance takes
possession, or a receiver is appointed, of any of the property or assets
of the Customer; or the Customer ceases, or threatens to cease, to carry
on business; or the Vendor reasonably apprehends that any of the events
mentioned above is about to occur in relation to the Customer and
notifies the Customer accordingly.
If this clause applies then, without prejudice to any other right or
remedy available to the Vendor, the Vendor shall be entitled to cancel
the Contract or suspend any further deliveries under the Contract
without any liability to the Customer, and if the Goods have been
delivered but not paid for the price shall become immediately due and
payable not withstanding any previous agreement or arrangement to the
contrary.
10. Warranties & Liability where the Customer does not deal with the
Vendor as a Consumer.
The Customer shall only be entitled to the benefit of any warranties or
guarantees as are given by the manufacturer of the Goods. All
warranties, conditions or other terms implied by statute or common law
are excluded to the fullest extent permitted by law.
All Goods to be returned must first have authorisation from the Vendor
or Manufacturer and must be returned at the expense of the Customer
(unless the Vendor or Manufacturer agree to collect the Goods)
In the event that the manufacturer replacing or repairing the Goods and
the Vendor receiving these Goods back from the manufacturer, the Vendor
shall immediately dispatch those Goods at his own cost to the Customer.
The Vendor shall be under no liability in respect of any defect in the
Goods arising from any drawing, design or specification supplied by the
Customer. The Vendor shall be under no liability in respect of any
defect arising from fair wear and tear, wilful damage, negligence,
abnormal working conditions, misuse or alteration of the Goods without
the Vendor's approval.
The Vendor shall be under no liability under the above warranty (or any
other warranty, condition or guarantee) if the total price of the Goods
has not been paid by the due date for payment.
Any claim by the Customer which is based on any defect in the quality or
condition of the Goods or their failure to correspond with specification
shall (whether or not delivery is refused by the Customer) be notified
to the Vendor within 7 days from the date of delivery or (where the
defect or failure was not apparent on reasonable inspection) within a
reasonable time after discovery of the defect or failure. If delivery is
not refused and the Customer does not notify the Vendor accordingly, the
Customer shall not be entitled to reject the Goods and the Vendor shall
have no liability for such defect or failure and the Customer shall be
bound to pay the price as if the Goods had been delivered in accordance
with the Contract.
Where any valid claim in respect of any of the Goods which is based on
any defect in the quality or condition of the Goods or their failure to
meet specification is notified to the Vendor in accordance with these
Conditions, the Vendor shall be entitled to replace the Goods (or the
part in question) free of charge or at the Vendor's sole discretion,
refund to the Customer the price of the Goods (or a proportionate price
of the price), but the Vendor shall have no further liability to the
Customer.
Except in respect of personal injury caused by the Vendor's negligence,
the Vendor shall not be liable to the Customer by reason of any
representation (unless fraudulent), or any implied warranty, condition
or other term, or any duty at common law, or under the express terms of
the Contract, for any indirect, special or consequential loss or damage
(whether for loss of profit or otherwise), costs, expenses or other
claims for compensation whatsoever (whether caused by the negligence of
the Vendor, its employees or agents or otherwise) which arise out of or
in connection with the supply of the Goods or their use or resale by the
Customer and the entire liability of the Vendor under or in connection
with the Contact shall not exceed the price of the Goods, except as
expressly provided in these Conditions.
The Vendor shall not be liable to the Customer or be deemed to be in
breach of the Contract by reason of any delay in performing, or any
failure to perform, any of the Vendor's obligations in relation to the
Goods, if the delay or failure was due to any cause beyond the Vendor's
reasonable control. Without prejudice to the generality of the foregoing
shall be regarded as causes beyond the Vendor's reasonable control: Act
of God, explosion, flood, tempest, fire accident, War or threat of war,
sabotage, insurrection, civil disturbance or requisition.
Acts, restrictions, regulations, bylaws, prohibitions or measures of any
kind on the part of any government, parliamentary or local authority.
9.10.4 Import or export regulations or embargoes.
Strikes, lock outs or other industrial actions or trade disputes
(whether involving employees of the Vendor of a third party)
Difficulties in obtaining raw materials, labour, fuel parts or machinery
Power failure or breakdown in machinery.
11. Confidentiality
When the Vendor does not deal with the Customer as a Consumer the
Customer hereby acknowledges and confirms that the Customer shall not
divulge to any party any information of a secret or confidential nature
(except for that which is already in the public domain) in relation to
the Vendor or the Vendor's business, which is disclosed to it or its
advisors by the Vendor or its advisors, unless the Vendor provides
explicit written consent.
12. General
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.
This condition does not apply where the Customer deals with the Vendor
as a Consumer. No waiver by the Vendor of any breach of the Contract by
the Customer shall be considered as a waiver of any subsequent breach of
the same or any other provision.
This condition does not apply where the Customer deals with the Vendor
as a Consumer. If any provision of these 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.
This condition does not apply where the Customer deals with the Vendor
as a Consumer. The contract shall be governed by the laws of England and
the Customer agrees to submit to the non-exclusive jurisdiction of the
English courts.
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