Wholesale Terms & Conditions
Please read the following points carefully as use of our website ("Website") and purchase of products ("Products") by you mean that you agree to these terms and conditions ("Terms").
1. DEFINITIONS & INTERPRETATION
In these Terms and Conditions the following words have the following meanings:
"the Company" means Tiffany Rose Ltd (No: 6893999) whose registered office is 2 Villiers Court, 40 Upper Mulgrave Road, Cheam, Surrey, SM2 7AJ and whose Head Office address is Typhoon Building, Oakcroft Road, Chessington, Surrey, KT9 1RH.
"Contract" means the agreements between the Company and the Purchaser for the purchase of the Goods and incorporating these Terms and Conditions.
"Goods" means the goods to be supplied by the Company and purchased by the Purchaser on the terms of the Contract.
"Intellectual Property" means any and all trademarks, registered or unregistered design rights, UK or foreign patents, copyright, confidential information, images, videos, text, trade or business names, database rights, know how, technology and other intellectual property rights belonging to the Company.
"Order" means the purchase order containing details relating to the Goods and the Contract.
"the Purchaser" means the person, firm, company or other organisation purchasing the Goods from the Company.
"Website" means any website operated by the Company, including (but not limited to) www.tiffanyrose.com and www.aliestreet.com
2. BASIS OF THE CONTRACT
These Terms and Conditions shall be incorporated in all Contracts of the Company to sell the Goods and are the sole conditions upon which the Company will deal with the Purchaser. All other terms, conditions or other representations are excluded including any terms and conditions which the Purchaser may purport to apply under any Contract and these Terms and Conditions shall prevail and shall govern the Contract to the entire exclusion of any express or implied terms.
3. CARRIAGE AND DELIVERY
Every effort will be made to deliver Goods on time, however the Company cannot be held responsible for delays in shipment or late delivery or cancellation and the Purchaser agrees that time is not of the essence. Carriage is charged extra to the cost of goods (unless specified). Where goods are delivered to a non-UK destination, the Purchaser is solely responsible for any duty, taxes or other clearance charges that may apply.
4. SHORTFALLS OR DAMAGED GOODS
The Purchaser shall notify the Company of any shortfall in or damage to Goods delivered within 48 hours of delivery or collection. Any shortfall or damage on arrival should be noted and Goods signed for as such. All complaints of unsatisfactory quality or quantity must be made in writing by the Purchaser within 7 days of receipt, otherwise the Goods shall be deemed satisfactory and no claim can be made against the Company.
5. RETURNS PROCEDURE
The Purchaser shall notify the Company of any faulty Goods. Goods will be either replaced or a credit note be issued subject to inspection of the Goods by the Company. The Purchaser agrees to follow the returns procedure for the Goods as advised by the Company.
6. PASSING OF TITLE
Ownership of the Goods shall remain solely with the Company until such time as the Purchaser has paid to the Company the agreed price in full and cleared funds for all the Goods under the Contract and any other contract between the parties.
In the event of failure to pay the price in accordance with the Contract or any other default by the Purchaser under the Contract or any other contract between the parties, the Company, its servants and agents may forthwith enter upon any premises or land occupied or owned by the Purchaser and may repossess all Goods in relation to which ownership remains with the Company. The Purchaser will co-operate in the identification of the Company's Goods. If the Purchaser becomes insolvent then repossession of the Goods in full will discharge the contract the two companies had agreed.
7. PRICE & MINIMUM ORDER
All prices quoted are in Pounds Sterling, ex Works and exclusive of any VAT which shall apply at the prevailing rate at the date of invoice. Unless specifically stated prices are based upon costs current at the date of quotation and subject to change without notice. The Company reserves the right to establish a minimum order level.
8. CANCELLATION BY PURCHASER
Goods are not sold on a sale or return basis. A charge may be made, at the sole discretion of the Company, on any orders cancelled by the Purchaser prior to Delivery to cover material, production and administration costs.
9. PAYMENT
All invoices are subject to proforma payment before shipment unless otherwise agreed upon by the Company and subject to credit approval. Payment must be made in full when the order is placed, by bank transfer, credit card or company cheque and the Order will be despatched once payment is received and funds have cleared. If the Purchaser fails to make any payments when due the Company, may at its option and without prejudice to any other rights or remedies which it may have under the contract suspend any further deliveries until payment is made; or repudiate the Contract and the Company shall be entitled to charge interest (both before and after judgment) on the outstanding balance of all overdue accounts from the date of the invoice until the time of payment calculated on a daily basis at a rate of 4% above the base rate from time to time of Barclays Bank plc. In the event credit is agreed the terms (unless stated otherwise by the Company) are 30 days from date of invoice.
10. INTELLECTUAL PROPERTY
The supply of Goods under the Contract shall not confer any rights upon the Purchaser to use any of the Company’s Intellectual Property without the prior written consent of the Company. Where Intellectual Property is used by the Purchaser it must be credited to either “Tiffany Rose” or “Alie Street”. Where goods are listed for sale they must be presented as “Tiffany Rose” / “Alie Street” designs. At all times such Intellectual Property shall remain the property of the Company and Purchaser shall cease any and all use of the Company’s Intellectual Property upon request by The Company. The supply of Goods under the Contract shall not imply any right to the Purchaser to use any Intellectual Property which the Company may have or any indemnity against infringement of the Intellectual Property rights of third parties by the Company.
11. INDEMNITY
The Purchaser hereby indemnifies and agrees to hold the Company harmless from any loss, liability, damages (direct or consequential), expenses (including legal fees) arising out of any breach of these terms by the Purchaser.
12. WARRANTIES
The Purchaser warrants to the Company that:
a) it has full capacity and authority to enter into and to perform this Agreement;
b) this Agreement is executed by a duly authorised representative of that party;
c) it will not do any act or make any omission that will or may have the effect of damaging, harming or adversely affecting in value the Company’s reputation, trademarks, business names or goodwill associated therewith and will comply with all requests the Company shall make in relation thereto.
13. LIMITATION OF LIABILITY
Neither party limits its liability:
a) for fraud, fraudulent misrepresentation or theft by it or any of its employees, agents or subcontractors (or agents or employees of its subcontractors or agents);
b) for death or personal injury caused by its negligence or the negligence of its employees, agents or subcontractors (or agents or employees of its subcontractors or agents).
The Company takes full care with the quality of products supplied, however the Company shall not, subject to this Clause 13, be liable for any direct/indirect loss of business; direct/indirect loss of profit, or any indirect or consequential loss or damage, whether this arises from breach of duty in contract or in any other way. Total aggregate liability for any claim shall not exceed the price of the goods supplied.
The parties expressly agree that if any limitation or provision contained or expressly referred to in this Clause 13 is held to be invalid under any applicable law it shall to that extent be deemed omitted but if any party becomes liable for loss or damage which would otherwise have been excluded that liability shall be subject to the other limitations and provisions set out in this Clause 13.
14. TERMINATION
Each accepted Order shall create a separate binding contract between the Company and the Purchaser, terminable immediately by the Company or by either party if the other commits any material breach of any term of this Agreement and which shall not have been remedied within 7 days of a written request to remedy the same or if the other party ceases trading. Clauses 10, 11, 12 and 13 shall survive Termination.
15. GENERAL
a) The Purchaser shall not assign the benefit or burden of this Agreement without the prior written consent of the Company.
b) This Agreement shall be interpreted in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts
c) No delay by the Company in enforcing this Agreement shall prejudice or restrict its rights nor shall any waiver of rights operate as a waiver of any subsequent breach.
d) No person who is not a party to the contract to which these Terms give rise shall be entitled to enforce any of the terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
e) When instructions or advice are given or received orally by the Company, it shall have no liability for any misunderstanding or misrepresentation which may arise in relation thereto except for fraudulent misrepresentations.
f) The headings in these Terms shall not affect their interpretation but shall be for convenience only.
