Wholesale Trade Terms Conditions
Adrianna Papell UK, LTD - Terms and Conditions of Sale
1.) These Terms and Conditions shall apply to all sales of goods (“Goods”) by the Adrianna Papell Group and any of its division, subsidiary and affiliated companies including, but not limited to Aidan Mattox and Aidan (collectively , the “APG” or “Seller”) as well as Adrianna Papell UK, LTD. and shall prevail over any terms and conditions which the “Customer” or “Buyer” may stipulate, incorporate or refer to in writing or orally whether in an Order, Contract or otherwise (collectively, “Order” or “Contract”), or the terms and conditions of any previous Order or any statements made by any employee, representative or agent of APG or in any advertising or otherwise and whether in writing or orally.
2.) Accordingly, the Customer acknowledges that it shall not rely on any such terms, conditions or statements which are not confirmed in writing by APG, and agrees that, except in the case of fraud, it shall have no remedy against APG in respect of any untrue statement made to it upon which it relied on entering any Contract, and that it’s only remedy against APG shall be for breach of contract.
3.) The Customer’s acceptance of delivery of the Goods shall be conclusive evidence of the Customer’s acceptance of the application of these Terms and Conditions.
4.) The submission by the Customer to APG of any Order (whether or not such Order is based on a previous quotation or tender) shall be deemed to be an offer by the Customer to purchase from APG the Goods stated therein.
when APG dispatches to the Customer a Confirmation of Order (and in such case the Contract shall be on the terms set out in the Confirmation of Order);
or if earlier, when the Goods are dispatched to the Customer in accordance with the Order.
APG reserves the right to decline any Order from the Customer for any reason whatsoever without incurring any liability to the Customer of any description.
the Goods sold to the Customer may only be resold direct to consumers for personal use; and
the Customer shall not:
export any of the Goods to any country outside the UK as comprised from time to time (the “UK”); or
permit any person, firm or company to acquire Goods if the Customer knows or has good reason to believe (e.g. based on past conduct) that they are to be purchased for resale in any country outside the UK.
Except as otherwise expressly agreed in writing by APG in respect of a specified Order or Orders, all Goods sold by APG to the Customer shall be on a delivered basis direct from APG’s supplier or from APG’s warehouse as determined by APG from time to time. Any time indicated for delivery (whether confirmed or not confirmed in writing) is given by APG is an estimate only and time shall not be of the essence of the Contract and shall not be made so by the service of any notice.
APG shall not be liable to make good any damage or loss whether arising, directly or indirectly, from any (a) delay in delivery; or (b) delay in transit; or (c) delay in dispatch; or (d) circumstances beyond the control of APG. The Customer shall not be entitled to refuse to accept the Goods because of late delivery.
APG shall be entitled to deliver the Goods in installments and to deliver a separate invoice in respect for each such installment. Where APG delivers the Goods in installments, the Contract shall be severable and each installment shall be deemed to constitute a separate Contract.
The Customer shall accept delivery of the Goods within the period or on the date (if any) set out in the Confirmation of Order or as otherwise notified to the Customer. The Customer shall provide APG with such details as may be necessary (or required by APG to enable APG to complete delivery within such period or on such date at the time of the Order.
Where APG, a courier company or other contractor appointed by APG to transport the Goods to the Customer attempts to deliver the Goods on two or more occasions between the hours of 10am – 4pm on any day other than a Sunday or bank holiday but delivery is either refused, or declined as inconvenient, the retail outlet or specified place of delivery is closed, it shall be deemed that there has been delivery but that the Customer has refused to accept the Goods.
Risk and liability in respect of the Goods shall pass to the Customer on delivery in accordance with Section 8, but title to the Goods shall not pass to the Customer until payment in full to APG in respect of all monies owed to APG by the Customer (including any interest or other payment due) whether due under the relevant Contract or any other contract and whether or not such sums have become payable.
If any sum paid by the Customer is less than all the amounts then due to APG by the Customer, APG shall (notwithstanding any direction to the contrary by the Customer) apply that sum to amounts due in respect of Goods which have at that time been re-sold or otherwise disposed of by the Customer and subsequently shall apply any outstanding part of that sum to Goods still in the Customer’s possession commencing with the Goods with the earliest delivery date.
shall have possession of the Goods as bailee for APG;
shall not permit any charge or lien whatsoever to be created over the Goods;
shall not remove any label or swing-tags from any of the Goods;
shall store the Goods in such a way as to enable them to be readily identified as the property of Adrianna Papell; and
shall keep proper and accurate records to enable APG to distinguish Goods for which payment has been made in full from those Goods for which payment is outstanding.
The Customer shall insure and keep insured the Goods to their full value against “all risks” until the date that title in the Goods passes from APG and shall upon reasonable notice furnish APG with evidence reasonably satisfactorily to APG that adequate policies of insurance (noting APG as an additional insured) are being maintained and that the premiums are paid up to date.
Until such time as title to the Goods passes to the Customer, APG may resell the Goods in the ordinary course of its business, but this permission shall cease automatically if any of the events specified in Sections 15 and 16 occurs in relation to the Customer.
Without limiting any other right or remedy, APG reserves the right to repossess any Goods in respect of which payment is overdue and thereafter to re-sell the same and for this purpose the Customer hereby grants an irrevocable right and license to APG l’s employees and representatives to enter upon all or any of its premises with or without vehicles at any time
fails to pay for the Goods by the due date;
fails to pay any other amount due and payable to Adrianna Papell;
fails to accept delivery of the Goods;
makes any composition or voluntary arrangement with or for the benefit of its creditors, or any petition for the winding-up of the Customer is passed or presented, or a receiver or administrative receiver, administrator or manager is appointed over the whole or any part of the customer’s business, or a moratorium comes into force in respect of the Buyer;
suffers the levy of any execution or distress on its property or assets; or
breaches any of these Conditions or any Contract, then the provisions of Conditions 20 and 21 below shall apply.
APG may treat the Contract as repudiated by the Customer and may cancel and/or postpone any further delivery or deliveries thereunder without further notice or liability on its part and without prejudice to any claim or remedy available to APG in respect of any loss or damage thereby suffered.
All sums outstanding in respect of any Goods supplied (whether or not such sums have become due for payment) shall immediately become payable.
Notwithstanding any other provision hereof, should the manufacture, supply, dispatch or delivery of the whole or any part of the Goods be interrupted or prevented or hindered by any cause or causes whatsoever beyond APG’s control (for which purpose without limitation strikes, lockouts, breakdown of machinery, terrorist activity, acts of war, flood, fire, failure of computer systems, failure or delay in delivery of goods and materials by third parties shall all be deemed beyond APG’s control), APG shall be entitled to postpone or suspend any manufacture, supply, dispatch or delivery or deliveries of the Goods until (in APG’s judgement) such causes or causes has or have been remedied without prejudice to its rights to payment for any Goods already delivered. APG shall be under no liability whatsoever to the Customer for any loss or damage thereby suffered directly or indirectly by the Customer.
APG shall be under no liability whatsoever to the Customer in the event that fewer Goods are dispatched by APG then indicated in the relevant Order (“Short Delivery”) and notwithstanding any Short Delivery, APG shall be entitled to be paid and the Customer agrees to pay for the Goods to the extent that they have been delivered.
The Customer shall be deemed to have accepted the Goods forty-eight (48) hours after delivery to the Customer (and after acceptance the Customer shall not be entitled to reject any Goods) save only that where goods are found to be damaged then the time limit shall be extended to seven (7) days from the date of delivery and in the case of other defects in the quality of the goods fourteen (14) days from the date of delivery.
Non-receipt of the Goods must be notified in writing to APG within the earlier of seven (7) days of the invoice date and seven (7) days of any date notified by APG to the Customer for the extended delivery of the Goods and advised immediately to the carrier.
Notwithstanding the provisions of Section 25, APG shall not be liable for any non-receipt of the Goods provided APG made the Goods available for collection at the premises of APG’s supplier or at APG’s warehouse.
The Customer shall at its own cost arrange for inspection of the Goods at the premises of APG’s supplier or at APG’s warehouse before delivery. APG shall have no liability for any claim in respect of any damage to or defect in the Goods which would be apparent on inspection and which is made after delivery.
a claim is made in writing to and received by APG within seven (7) days from the date of delivery;
APG and the carrier are given an opportunity to inspect the Goods in question and to verify the claim; and
APG, in its absolute discretion, accepts the claim in writing.
a claim is made in writing to and received by APG within fourteen (14) days from the date of delivery;
APG is given an opportunity to inspect the Goods in question and to verify the claim; and
Adrianna Papell, acting reasonably, accepts the claim in writing.
The Goods may not be returned to APG without the prior written consent of APG and the issue in writing of an authorized returns number by APG. Such returns shall be on terms to be determined by APG in its absolute discretion. Where prior written consent and an authorized returns number has been given, notification of the Goods being returned must be given in writing to Adrianna Papell. The cost of carriage of Goods to be returned to APG by the Customer and authorized by APG in accordance with this Section 29 shall be borne by APG.
the costs of carriage shall be the sole responsibility of the Customer regardless of whether such returns are subsequently accepted by APG; and
APG reserves the right:
to refuse the return of such Goods; and
to request the payment of a handling charge equal to 10% of the Price of such Goods regardless of whether such returns are subsequently accepted by APG.
Risk and liability in respect of any returned Goods (whether such Goods are returned with the prior written consent of APG or otherwise) shall not pass to APG until receipt of the Goods by APG l. The Customer is therefore strongly recommended to insure any such Goods against loss or damage in transit.
Where Goods are returned to APG shall be entitled (even if consent has been given by APG in accordance with this Section 29 to challenge the return of such Goods provided it does so within sixty (60) days of the date when all such Goods have been returned and to the extent that
any sums have been refunded by APG to the Customer in respect of such returns all sums refunded shall be repaid to APG forthwith on demand.
Where APG accepts Goods for return in accordance with this Section 29, property and ownership in such Goods shall pass to APG.
APG may, in its sole discretion, cancel the Contract at any time before the Goods are delivered by giving written notice to the Customer. After giving such notice APG shall promptly repay to the Customer any sums paid in respect of the Price. APG shall not be liable for any loss or damage whatsoever arising from such cancellation.
The Customer shall not be entitled to cancel a Contract without the prior written consent of APG.
The quoted price for any Goods in any APG price list may be varied upwards or downwards by APG without notice at any time.
Any price set out in any Order shall not be binding upon APG.
The price for the Goods shall be the Price except in the case of manifest error in the event of which APG shall, acting reasonably, determine the price of the Goods.
Unless agreed otherwise in writing, all prices quoted are exclusive of all taxes (including value-added tax which shall be due at the rate ruling on the date of APG’s invoice).
All invoices issued by APG shall be paid by the Customer in full within the period and in the currency stated on the relevant invoice (irrespective of whether the Customer has taken delivery of the Goods or otherwise). New accounts are subject to two trade references and a banker’s reference before any credit terms can be agreed. Until such a time as satisfactory references are received by APG it may obtain credit insurance in respect of the Customer. All new accounts must pay 50% of the order value upon confirmation of the order and the remaining 50% before delivery.
In the event that APG does not receive in London or at a designated Bank overseas (as specified on the invoice), as appropriate, payment of an invoice within such period and in such currency and whilst such invoice or any part thereof remains outstanding, interest thereon shall be payable by the Customer to APG or its Agent and calculated initially from the due date for payment of such invoice to the last day of that month and thereafter at the end of each calendar month in respect of that month at the monthly equivalent of the then current base rate quoted by HSBC Bank in London plus 7% (seven percent). The Customer shall pay the interest upon demand by APG.
The Customer shall reimburse to APG all costs and expenses (including, without limitation, legal costs on an indemnity basis) incurred in the collection of overdue payments.
APG is entitled to offset any sums due to the Customer by APG or any member of the APG from any payment due to APG by the Customer in respect of any Goods.
In addition to any right to which APG may be entitled APG shall, if any of the events specified in Sections 19e or 19f occurs in relation to the Customer be entitled to a general lien on all Goods of the Customer in APG’s possession (even if such Goods or some of them may have been paid for).
Whilst APG hereby warrants that the Goods shall be of a quality and manufacture comparable to any samples thereof that may have been shown to the Customer or may appear in its catalogues or advertisements, APG reserves the right, in its absolute discretion, to alter the specifications of the Goods from those so shown or appearing.
APG gives no warranties (express or implied) regarding compliance of the Goods with any treaty, statute, directive, regulation, decision, order or other law of, or having effect in, any jurisdiction.
Except as otherwise agreed in writing by APG all warranties, conditions and terms whether express or implied by statute, common law or otherwise (including but not limited to quality, correspondence with description and fitness for purpose) are hereby excluded to the fullest extent permitted by law.
loss of profits (whether direct or indirect), business, revenue, goodwill or anticipated savings;
any claims by third parties incurred by the Customer; or
any indirect, special or consequential loss or damage whatsoever and howsoever arising.
The entire liability of APG in respect of any Contract or in connection with, the sale of the Goods shall be limited to the Price of the Goods.
The Customer agrees to indemnify APG against all costs, expenses, losses and damages incurred by APG as a consequence of any third party claims arising from the use of the Goods.
In Sections 47-51: each reference to “liability” includes liability of any kind arising in contract, tort or otherwise, but nothing in these Terms and Conditions affects any liability of APG for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability that may not be excluded or limited by contract.
If any of the provisions of these Terms and Conditions is held to be invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions hereof shall not be in any way affected or impaired thereby.
If any of the provisions of these Terms and Conditions is held to be invalid, illegal or unenforceable in any respect but would be valid if some part thereof were deleted or the period or area of application reduced, these Terms and Conditions shall apply with such modification or modifications as may be necessary to make them valid and effective.
The Customer recognizes APG’s sole and exclusive right to the trademarks, designs, trade names, copyright and other intellectual property rights in respect of the Goods which are owned and/or used by APG or any member of APG’s group of companies, such rights being defined as “APG’s Intellectual Property”.
The Customer agrees that it shall make no claim to or exercise any right, title or interest in any of APG’s Intellectual Property except as APG may expressly authorize in writing for the purpose of the retail sale of the Goods and then only on the terms of such authority. The Customer shall not advertise any matter containing any of APG’s Intellectual Property or any warrants or awards conferred upon APG without APG’s prior written authority and then only on the terms of such authority.
The Customer shall not use any of APG’s Intellectual Property to promote, market, advertise and/or sell any Goods by means of the Internet or on any other telecommunication network, service or information service of any description except with the prior written consent of APG.
The Customer acknowledges that the APG brand is a luxury brand with a prestigious image and reputation and that APG selects its customers according to criteria so that its brand image is maintained and enhanced. The Customer therefore acknowledges the continuing importance of such criteria and agrees that it shall comply with such criteria at all times and shall carry out all directions and requests of APG to ensure compliance with such criteria and the maintenance and enhancement of the reputation of the APG brand.
No alteration, waiver or modification of these Terms and Conditions or any Contract subject to these Terms and Conditions between APG and the Customer shall be binding on APG unless made in writing and signed by a Director of Adrianna Papell UK. Ltd.
Any authorization, approval or consent provided to the Customer by APG shall only be binding upon APG if it is given in writing by a duly authorized employee of APG.
The Contract and these Terms and Conditions shall be governed by and construed in accordance with English law and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
The Customer may not assign or in any way dispose of its rights and obligations under this Contract without the prior written consent of APG or Adrianna Papell UK Ltd.
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Contract.
Any notice or other communication required or permitted by these Terms and Conditions to be given, shall be in writing and in the English language.
Adrianna Papell UK Ltd. shall be addressed to 6 Greenland Place, London, NW1 0AP.
Personally delivered (including delivery by courier); or
If within the United Kingdom, sent by registered post or recorded delivery.
No legal property in, or beneficial ownership of, the Goods supplied to the Buyer under any Contract the Buyer may have with the Seller shall pass from the Seller to the Buyer unless and until the Buyer has made full and complete payment to the Seller of (i) all sums due from the Buyer to the Seller in respect of such Goods, and (ii) all other amounts due from the Buyer to the Seller on any account whatsoever. We reserve the right to dispose of the Goods until payment in full for all the Goods has been received by Seller in accordance with the terms of this Contract or until such time as Buyer sells the Goods to your customer by way of bona fide sale at full market value. If such payment is overdue in whole or in part Seller may (without prejudice to any other right of ours) recover or resell the Goods or any of them and may enter upon your premises by our servants or agents for that purpose. Such payment shall become due immediately upon the commencement of any act or proceeding in which your solvency is involved.