Terms and conditions of use when using our website and purchasing our products...
Terms and Conditions
1.
Conditions Applicable and Description
1.1
These Conditions shall apply to all contracts for the provision of
goods and/or services by Dress-Sellers.com to you, (the "customer"), to the exclusion
of all other terms and conditions including any terms or conditions which the customer
may purport to apply under any purchase order, confirmation of order or similar
document. A customer who is a private person purchasing goods and/or services
for private use will be described where appropriate as the "consumer".
1.2
All orders for goods and/or services shall be deemed to be an offer
by the customer to purchase goods and/or services pursuant to these Conditions.
Orders may be placed by writing, via the Dress-Sellers.com website, telephone or
fax.
1.3
Acceptance by Dress-Sellers.com in the form of an order confirmation
which may be oral or written shall be deemed conclusive evidence of the customer’s
acceptance of these Conditions.
1.4
Any variation to these Conditions (including any special terms and
conditions agreed between the parties) shall be inapplicable unless agreed in writing
by Dress-Sellers.com and authorised by one of its Directors.
1.5
Dress-Sellers.com’s employees are not authorised to make any representations
concerning the goods and/or services unless confirmed by Dress-Sellers.com in writing.
In entering into the contract the customer acknowledges that it does not rely on
any such representations which are not so confirmed.
1.6
While Dress-Sellers.com shall endeavour to ensure that goods shall
be supplied in accordance with any description contained in any specification provided
by Dress-Sellers.com, all illustrations, leaflets, drawings, catalogues or other
material issued by Dress-Sellers.com and particulars of size, weight, measurement,
output and performance contained in any of the terms or in any quotation, are approximate
only and not binding on Dress-Sellers.com. Dress-Sellers.com may from time
to time make changes in the specification of the goods which are required to comply
with any applicable safety or statutory requirements or which do not materially
affect the quality or fitness for purpose of the goods.
1.7
Any typographical, clerical or other error or omission in any sales
literature (which shall include all specification sheets, plans and drawings), this
website, quotation, price list, acceptance of offer, invoice or other document or
information issued by Dress-Sellers.com shall be subject to correction without any
liability on the part of Dress-Sellers.com.
1.8
The customer shall be responsible to Dress-Sellers.com for ensuring
the accuracy of the terms of any order and any applicable specification or information
as required by Dress-Sellers.com submitted by the customer and for giving Dress-Sellers.com
any necessary information relating to the goods within a sufficient time to enable
Dress-Sellers.com to perform the contract in accordance with its terms. If
insufficient information, or insufficient specification is provided to Dress-Sellers.com
so as to prevent Dress-Sellers.com from fulfilling its obligations under this contract,
then Dress-Sellers.com may unilaterally terminate the contract.
1.9
If the goods are to be manufactured or any process is to be applied
to the goods by Dress-Sellers.com in accordance with a specification submitted by
the customer, the customer shall indemnify Dress-Sellers.com against all loss, damage,
costs and expenses awarded against or incurred by Dress-Sellers.com in connection
with or paid or agreed to be paid by Dress-Sellers.com 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 Dress-Sellers.com’s
use of the customer’s specification.
1.10
Dress-Sellers.com reserves the right to raise a charge based on time spent
and distance travelled in respect of any visit to the customer’s site prior to the
placing of an order.
2.
Price
2.1
The price of the goods shall be Dress-Sellers.com’s quoted price or
where no price has been quoted (or a quoted price is no longer valid) the price
listed in Dress-Sellers.com’s published price list current at the date of acceptance
of the order but shall not include the Installation Price as referred to below.
All prices quoted are valid for 30 days only or until earlier acceptance by the
customer, after which time they may be altered by Dress-Sellers.com without giving
notice to the customer.
2.2
Dress-Sellers.com reserves the right, by giving notice to the customer
at any time before delivery, to increase the price of the goods to reflect any increase
in cost to Dress-Sellers.com which is due to any factor beyond Dress-Sellers.com’s
control (such as, without limitation, any foreign exchange fluctuation, currency
regulation, alteration of duties, significant increases in the cost of labour, materials
or other costs of manufacture) any change in delivery dates, quantities or specification
for the goods which is requested by the customer or any delay caused by any instructions
of the customer or failure of the customer to give Dress-Sellers.com adequate information
or instructions.
2.3
Except as otherwise agreed in writing between the customer and Dress-Sellers.com
all prices quoted by Dress-Sellers.com include delivery charges.
2.4
The price is exclusive of any applicable value added tax, which the
customer shall be additionally liable to pay Dress-Sellers.com.
3. Delivery
3.1
Delivery of the goods shall take place on the ‘Delivery Date’.
The Delivery Date shall be the time at which Dress-Sellers.com has notified the
customer that the goods are ready for collection, or if some other place for delivery
is agreed by Dress-Sellers.com, the time at which Dress-Sellers.com delivers the
goods to that place or delivers the goods to a third party courier.
3.2
Any dates quoted for delivery of the goods are approximate only and
Dress-Sellers.com shall not be liable for any delay in delivery of the goods however
caused. Time for delivery shall not be of the essence. The goods may
be delivered by Dress-Sellers.com in advance of the quoted delivery date upon giving
reasonable notice to the customer.
3.3
If the customer fails to take delivery of the goods or the customer
fails to give Dress-Sellers.com 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 Dress-Sellers.com’s fault) then without prejudice to any
other right or remedy to Dress-Sellers.com, Dress-Sellers.com may:
3.3.1
store the goods until actual delivery and charge the customer for the reasonable
costs (including insurance) of storage; or
3.3.2
sell the goods at the best price readily 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.
3.4
Dress-Sellers.com may deliver the goods by separate instalments.
Each separate instalment shall be invoiced and paid for in accordance with the provisions
of the contract of sale. The failure of Dress-Sellers.com to deliver or the
failure of the customer to pay for any one or more of the said instalments of the
goods shall not entitle the customer to treat the whole contract as repudiated.
3.5
Where the goods ordered by the customer are not available from stock
the customer shall be notified and given the option to either wait until the goods
are available from stock or cancel the order and receive a full refund within 30
days.
3.6 All taxes,import duties
or any othe customs related cost is the obligation of the customer.
5.
Payment
5.1
Subject to any special terms agreed in writing between Dress-Sellers.com
and the customer, Dress-Sellers.com shall be entitled to invoice the customer for
the price of the goods on or at any time after delivery of the goods unless the
goods are to be collected by the customer or the customer wrongfully fails to take
delivery of the goods, in which event Dress-Sellers.com shall be entitled to invoice
the customer for the price at any time after Dress-Sellers.com has notified the
customer that the goods are ready for collection.
5.2
Subject to any special terms agreed in writing between Dress-Sellers.com
and the customer Dress-Sellers.com shall be entitled to invoice the customer for
the Installation Price on or at any time after the installation of the goods is
completed.
5.3
The customer shall pay 100% of the price of the goods on or before
the Delivery Date. If the order is placed outside of the United Kingdom then
the customer shall pay 100% of the price of goods on placing the order by irrevocable
letter of credit opened by the customer in favour of Dress-Sellers.com (the terms
of which have previously been approved by Dress-Sellers.com) opened through a bank
with correspondence arrangements with a clearing bank in the United Kingdom, that
is acceptable to Dress-Sellers.com, and confirmed for payment in the United Kingdom
by such clearing bank. The customer will be responsible for all costs incurred
by Dress-Sellers.com as a result of any stipulations appearing in the letter of
credit other than those agreed by Dress-Sellers.com.
5.4
The Installation Price shall be payable on or before 30 days after
the time at which installation is completed and any other charges shall be payable
on or before 30 days from the date of invoice.
5.5
Interest on overdue moneys under the contract shall accrue from the
date when payment becomes due from day to day until the date of payment at the rate
of 3% above the Barclays Bank plc’s base rate from time to time in force and shall
accrue at such a rate after as well as before any judgment.
6. Customer Cancellation
6.1
Requests by the Customer to cancel or amend any order or for the rescheduling
of deliveries shall be made in writing and shall only be accepted by Dress-Sellers.com
in writing. Dress-Sellers.com reserves the right to refuse to cancel any order
once the order has been confirmed. Dress-Sellers.com may also charge a handling
fee of £25 on any returned goods.
6.2 Consumers may cancel any order placed (whether or not confirmed)
at any time within 7 working days beginning with the day after the day on which
the consumer receives the goods and receive a refund of the price or any part thereof
paid. To cancel any order, the Consumer must inform Dress-Sellers.com of such
cancellation in writing, return the goods in their delivered condition immediately
and at the Consumer’s sole cost and risk. Any statutory consumer rights are
unaffected by these Conditions. For the avoidance of doubt this clause will
not apply where the goods have been installed prior to the Consumer seeking to cancel
the order or where the goods have been made to measure or created, altered or modified
to accord with the Consumer’s particular requirements.
6.3
No order which has been accepted by Dress-Sellers.com may be cancelled
by the customer except with the agreement in writing of Dress-Sellers.com and on
such terms that the customer will indemnify Dress-Sellers.com in full and against
all loss (including loss of profit), costs (including the full cost of labour and
materials used), damage, charges and expenses incurred by Dress-Sellers.com as a
result of such cancellation.
7. Risk and Property
7.1
Risk of damage to or loss of the goods shall pass to the customer
on the Delivery Date or if the customer wrongfully fails to take delivery of the
goods at the time when Dress-Sellers.com has tendered delivery of the goods
7.2
Notwithstanding delivery and the passing of risk in the goods, or
any other provisions of these Conditions, the property in the goods shall not pass
to the customer until Dress-Sellers.com has received in cash or cleared funds full
payment of the price of the goods.
7.3
Until such time as the property in the goods passes to the customer,
the customer shall hold the goods as Dress-Sellers.com’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 Dress-Sellers.com’s property.
7.4
Until such time as the property in the goods passes to the customer
Dress-Sellers.com shall be entitled at any time to require the customer to deliver
up the goods to Dress-Sellers.com, 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.
7.5
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 Dress-Sellers.com but if the customer does so the entire proceeds of sale or
other moneys received in respect of the goods shall be held in trust for Dress-Sellers.com
and shall not be mixed with the customer’s money or paid into any overdrawn bank
account and shall at all material times be identified as Dress-Sellers.com’s money
and all moneys owing by the customer to Dress-Sellers.com shall (without prejudice
to any other right or remedy of Dress-Sellers.com) forthwith become due and payable.
8. Warranties and liability
8.1
Subject to the conditions set out below Dress-Sellers.com warrants
that the goods will correspond with their specification at the time of delivery
and will be free from defects in material and workmanship for a period of 12 months
from the Delivery Date or the completion of their installation by Dress-Sellers.com
(whichever is the later). For certain goods Dress-Sellers.com may offer an
extended warranty for such period as Dress-Sellers.com may determine which will
be detailed in writing.
8.2
Dress-Sellers.com shall be under no liability under the above warranty:
8.2.1
unless the goods or any component or part thereof are found to be defective, or
faulty on examination by Dress-Sellers.com. Any components or parts of the
goods returned to Dress-Sellers.com for examination shall be at the customer’s own
expense;
8.2.2
in respect of any defect in the
goods arising from any drawing, design or specification supplied by the customer;
8.2.3
in respect of any defect arising from fair wear and tear, wilful damage, negligence,
abnormal working conditions, failure to follow Dress-Sellers.com’s instructions
(whether oral or in writing), incorrect installation, misuse or alteration or repair
of the goods without Dress-Sellers.com’s approval;
8.2.4
if the total price for the goods has not been paid by the due date for payment.
8.3
The above warranty does not extend to parts, materials or equipment
not manufactured by Dress-Sellers.com, in respect of which the customer shall only
be entitled to the benefit of any such warranty or guarantee as is given by the
manufacturer to the customer;
8.3.1 Does not extend to mistakes
made in the process of measuring. Dress-Sellers.com do not have fault in faulty
product due to wrong given measurements.
8.4
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.
8.5
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 Dress-Sellers.com
within 7 days of the Delivery Date or where it is not possible for the customer
to inspect the goods on delivery, 7 days from the first available date of inspection
by the customer 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 Dress-Sellers.com accordingly, the
customer shall not be entitled to reject the goods and Dress-Sellers.com 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.
8.6
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 Dress-Sellers.com in accordance with these Conditions,
Dress-Sellers.com shall be entitled to replace the goods (or the part in question)
free of charge or, at Dress-Sellers.com’s sole discretion, refund to the customer
the price of the goods (or a proportionate part of the price), but Dress-Sellers.com
shall have no further liability to the customer.
8.7
Except in respect of death or personal injury caused by Dress-Sellers.com’s
negligence, Dress-Sellers.com 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 Dress-Sellers.com, 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 Dress-Sellers.com under or in
connection with the contract shall not exceed the price of the goods, except as
expressly provided in these Conditions.
8.8
Dress-Sellers.com 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 Dress-Sellers.com’s obligations in relation to the goods, if
the delay or failure was due to any cause beyond Dress-Sellers.com’s reasonable
control. Without prejudice to the generality of the foregoing, the following
shall be regarded as causes beyond Dress-Sellers.com’s reasonable control; Act of
God, explosion, flood, tempest, fire or accident, war
or threat of war, sabotage, insurrection, civil disturbance or requisition, acts,
restrictions, regulations, bye-laws, prohibitions or measures of any kind on the
part of any governmental, parliamentary or local authority, import or export regulations
or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether
involving employees of Dress-Sellers.com or of a third party), difficulties in obtaining
raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.
9. Insolvency of the customer
9.1
This clause applies if:
9.1.1
the customer makes any voluntary arrangement 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 purposes of amalgamation
or reconstruction); or
9.1.2
an encumbrancer takes possession, or a receiver is appointed, of any of the property
or assets of the customer; or
9.1.3
the customer ceases, or threatens to cease, to carry on business; or
9.1.4
Dress-Sellers.com reasonably apprehends that any of the events mentioned above is
about to occur in relation to the customer and notifies the customer accordingly.
9.2
If this clause applies then, without prejudice to any other right
or remedy available to Dress-Sellers.com, Dress-Sellers.com 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 notwithstanding any previous
agreement or arrangement to the contrary.
10. Export terms
10.1
In these Conditions ‘Incoterms’ means the international rules for the interpretation
of trade terms of the International Chamber of Commerce as in force at the date
when the contract is made. Unless the context otherwise requires, any term
or expression which is defined in or given a particular meaning by the provisions
of Incoterms shall have the same meaning in these Conditions, but if there is any
conflict between the provisions of Incoterms and these Conditions, the latter shall
prevail.
10.2
Where the goods are supplied for export from the
United
Kingdom
, the provisions
of this clause 10 shall (subject to any special terms agreed in writing between
the customer and Dress-Sellers.com) apply notwithstanding any other provision of
these Conditions.
10.3
The customer shall be responsible for complying with any legislation or regulations
governing the importation of the goods into the country of destination and for the
payment of any duties on them.
10.4
Unless otherwise agreed in writing between the customer and Dress-Sellers.com,
the goods shall be delivered FOB the air or sea port of shipment and Dress-Sellers.com
shall be under no obligation to give notice under section 32(3) of the Sale of Goods
Act 1979.
10.5
The customer shall be responsible for arranging for testing and inspection
of the goods at Dress-Sellers.com’s premises before shipment. Dress-Sellers.com
shall have no liability for any claim in respect of any defect in the goods which
would be apparent on inspection and which is made after shipment, or in respect
of any damage during transit.
11. General
11.1
Any notice or other document 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 the notice.
11.2
No waiver by Dress-Sellers.com 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.
11.3
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.
11.4
These Conditions are not intended to confer any rights on any person not
party to the contract and for the purposes of the Contracts (Rights of Third Parties) Act
1999 no third party consent shall be required to any termination or variation of
this Agreement.
11.5
The contract shall be governed by the laws of
Denmark
, and the customer agrees to submit to the non-exclusive jurisdiction of the Danish
Courts.