The Retail Collective

The following terms and conditions govern the terms upon which The Retail Collective Ltd (“the Seller”) contracts:

QUOTATIONS
(a) Quotations are subject to confirmation on receipt of orders
(b) All prices quoted or accepted are exclusive of Value Added Tax, which shall be paid by the customer along with other applicable duties or levies.

TERMS
a) Net cash by 30 days from date of dispatch and invoice.
b) Time for payment of all sums shall be of essence of the contract. If the Customer fails to make any payment on the due date then without prejudice to any other right or remedy the Seller reserves the right to suspend any further deliveries and/or charge the Customer interest on amounts unpaid in accordance with the UK Governments Late Payment of Commercial Debt Regulations 2002.

DELIVERY
a) Where contracts provide for a single delivery without specifying a date, products shall be delivered and accepted within 7 days of their being ready.
b) Where contracts provide for deferred deliveries, all deliveries shall be accepted within two months of of the specified first delivery or available date. In the event of failure to accept any delivery, that delivery shall be deemed to have occurred at the time of delivery is tendered and storage costs charged to the customer’s account, the products being held at the Customer’s risk.
c) Each delivery shall constitute a separate contract and any failure of defect in any one delivery shall not vitiate the contract as to the remaining deliveries.
d) Delivery date(s) are approximate only and time shall not be of the essence of the contract in relation to delivery of the products. The Customer shall acknowledge delivery of the products by signing a delivery note supplied by the Seller. The Seller shall have the option of revising that delivery date or dates prior to manufacture if circumstances beyond the Sellers control prevent the Seller keeping to the originally agreed date or dates.

SKETCHES
All designs, design documents, and origination work remains the property of the Seller.

INTELLECTUAL PROPERTY RIGHTS
All copyrights, design rights, know-how and intellectual property rights whatsoever in products, designs, models, and origination work created or carried out by the Seller pursuant to these conditions shall belong to and remain with the seller exclusively and, unless otherwise agreed, all rights are reserved for the benefit of the seller. Any such rights that may vest in the Customer by operation of law shall be assigned to the Seller on demand. The Customer shall not be entitled to copy or reproduce the products, designs, design documents or origination work in any way whatsoever whether itself or through a third party, and no licence is granted to the customer permitting it to manufacture or supply the products on its own account or to appoint or allow any other person to do so.

CUSTOMER REQUIREMENTS, PRINTING & CONSTRUCTION
a) Alterations from the prototype or original copy after presentation / first proofing including alterations of the construction or materials will be charged extra. Prototypes and proofs may be submitted for Customer’s approval but no responsibility will be accepted for any errors that may be so approved. The Customer shall be solely responsible for any matter that the Seller produces at the request of the Customer.
b) The Customer shall obtain all authorisations necessary for the use of such matter and shall indemnify the Seller and defend the Seller against and hold it harmless from and against all claims, actions, losses and liabilities incurred of any third party’s trademarks or intellectual property rights or deformation.

CLAIMS
a) Complaints or claims will only be entertained if lodged by the Customer within 30 days of receipt of products by him, or if related to the transport of the products within such time as will enable the Seller to comply with the time limit and procedure of the carriers by whom the products were transported. The return of products will not be accepted unless the seller or its representation shall first have had the opportunity of examining the same.
b) If the Customer notifies the Seller of any defect in materials or workmanship as aforesaid, the Seller shall be entitled at its own option to replace or repair the products or any part in question or refund to the Customer the contract price (or an apportioned part of the contract price). The seller shall have no further liability to the Customer. The guarantee given in this Clause is given in lieu of all warranties and all conditions and other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law.
c) Except in respect of liability for death or personal injury arising as a direct result of negligence, the Seller’s aggregate liability for any loss, injury or damage or any nature whatsoever resulting from negligence or breach of these conditions arising out of or relating to the design, manufacture, supply, packaging, delivery, storage or use of any products shall not exceed the contract price.

COST VARIATION
The price is subject to revision in the event of any increase or decrease in the cost incurred by the Seller between the date of confirmation of the order and the date of delivery to the Customer.

CUSTOMER’S PROPERTY
Customer’s property when supplied to the Seller will be held at Customer’s risk. Every care will be taken to secure the best results where the Customer supplies materials, but responsibility will not be accepted for imperfect work caused by defects in or unsuitability of material so supplied.

MATERIAL
Whilst every endeavour will be made to supply material in accordance with the quality of samples submitted or quoted for, the contract is not a contract of sale by sample.

INCOTERMS
The definition of Incoterms (such as FOB, DAT, DAP, DDP etc) shall be construed in accordance with the International Chamber of Commerce Edition, Year 2010, as amended thereafter from time to time.

FORCE MAJEURE, Etc
The performance of this contract is subject to variation or cancellation by the Seller owing to an act of God, war, strikes, lock-outs, fire, flood, drought, tempest or any other cause beyond the control of the Seller or owing to any inability by the Seller to procure materials or articles required for the performance of the contract and the Seller shall not be held responsible for any inability to deliver caused by any such contingency.

RESERVATION OF TITLE
Property in any product supplied by the Seller shall, notwithstanding delivery to the Customer, remain with the Seller until the Seller has received:
(a) The total price payable under the relevant invoice; and
(b) Any sum payable by reason of an invoiced sum due under an invoice in respect of an earlier order.
(c) Risk of damage to or loss of any product supplied by the Seller shall pass to the Customer on delivery or if the Customer wrongfully fails to take delivery at the time when delivery is intended. Until such time as title passes to the Customer, the Customer shall hold the products as the Seller’s fiduciary agent and bailee. The customer shall label all products as the Seller’s property and shall ensure that the products are insured with a reputable insurance company. Until title in the product passes to the Customer, the Seller shall be entitled at any time to require the Customer to deliver up the products and if the Customer fails to do so forthwith to enter upon the premises where the products are stored to repossess the same and the Customer shall allow the Seller or any other person nominated by the Seller access or procure the access as aforesaid to enable the Seller to repossess the same.

MISCELLANEOUS
(a) These conditions govern the contract to the exclusion of any other terms and conditions and supersede all prior agreements and representations. No variation or amendment to these conditions shall be binding unless agreed in writing and signed by the parties.
(a) This Agreement shall be governed and constructed in accordance with English law and each of the parties irrevocably submits to the exclusive jurisdiction of the English Courts.