What are ATTIRE's Terms and Conditions of Sale?

1

INTERPRETATION

1.1

The definitions and rules of interpretation in this condition apply in these conditions. 

“Group” the Buyer and any Subsidiary/Affiliate associated with the Buyer

“Subsidiary” means a subsidiary or participating company of the Group Buyer;

“Buyer” means the person, firm or company who purchases the Goods from the Company

“Company” means the person or firm who sells the goods to the Buyer. 

“Contract” means any contract between the Company and the Buyer for the sale and purchase of the Goods. Any such contract shall be deemed to incorporate these conditions.”  Contract also refers to written request/agreement for any materials/goods outside of the buyer programme.

“Delivery Point” means the place where delivery of the Goods is to take place under condition 4. 

“Goods” means any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them). 

1.2

A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.      

1.3

Words in the singular include the plural and in the plural include the singular.

1.4

A reference to one gender includes a reference to the other gender.

1.5

Condition headings do not affect the interpretation of these conditions.

2

APPLICATION OF TERMS

2.1

Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2

No terms or conditions endorsed on, delivered with or contained in the Buyer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract. 

2.3

These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. 

2.4

Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions. 

2.5

No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company. 

2.6

The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate. 

2.7

The Company has the right to refuse any order if the necessary credit insurance is not attainable.

3

DESCRIPTION

3.1

The quantity and description of the Goods shall be as set out in the Company's quotation or acknowledgement of order.

3.2

All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.

4

DELIVERY

4.1

The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. 

4.2

Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.

4.3

Any discrepancy in either quantity or quality of any item(s) in each delivery must be notified in writing or by email to the Company within 15 days following receipt of the Goods by the Buyer.  

4.4

Delivery is charged at 6% of order value for all orders over and above 500.00. All orders under the value of 500.00 are applicable to a standard delivery charge of 50.00. Cost is applicable per delivery.

4.5

Any associated costs over and above the cost of carriage incurred during the transportation process, be it duty, VAT, administration fees, customs charges etc, shall be passed on to the Buyer, following receipt of order. In some instances, such charges are not confirmed and/or relayed back to the Company for several weeks after receipt of delivery.

5

NON-DELIVERY

5.1

The quantity of any consignment of Goods as recorded by the Company on despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.

6

RISK/TITLE 

6.1

The Goods are at the risk of the Buyer from the time of delivery.   

6.2

Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of: 

6.2.1

The Goods; and  

6.2.2

All other sums which are or which become due to the Company from the Buyer on any account. 

6.3

Until ownership of the Goods has passed to the Buyer, the Buyer shall: 

6.3.1

Hold the Goods on a fiduciary basis as the Company's bailee; 

6.3.2

Not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and 

6.3.3

Maintain the Goods in satisfactory condition and keep them insured for their full price against all risks.  

6.4

The Buyer's right to possession of the Goods shall terminate immediately if: 

6.4.1

the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or 

6.4.2

the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts or the Buyer ceases to trade; or 

6.4.3

The Buyer encumbers or in any way charges any of the Goods.

6.5

The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.  

6.6

Until ownership of the Goods has passed to the Buyer, the Company may, at any time, require the Buyer to deliver the Goods to the Company and, if it fails to do so, enter the premises where the Goods are situated to repossess the Goods.  

6.7

On termination of the Contract, howsoever caused, the Company's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.  

7

PRICE

7.1

Unless otherwise agreed by the Company in writing, the price for the Goods shall be always the pricing schedule as per the contract/purchase order/current order form.  

8

PAYMENT

8.1

The payment of the price for the Goods is due in the currency referred to on the invoice. Terms of payment will be as stated in the contract. If no formal contract is in place, payment terms will be 30 days following date of invoice.

8.2

Time for payment shall be of the essence. 

8.3

No payment shall be deemed to have been received until the Company has received cleared funds.            

8.4

All payments payable to the Company under the Contract shall become due immediately if the Buyer fails in any way in one or more parallel contracts or agreements. 

8.5

The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer. 

8.6

If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate legally defined accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the applicable legal provisions.

8.7

If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer agrees that the Company shall have the right to delay, suspend or cancel any or all production on behalf of the Buyer and the Buyer agrees that it shall, without exception, subsequently accept  late delivery on a date to be decided by the Company and shall pay to the Company the full price for such delayed or suspended goods where the delay is caused by such aforementioned failure of the Buyer to pay any sum due to the Company.

9

ASSIGNMENT

9.1

The Company may assign the Contract or any part of it to any person, firm or company. 

9.2

The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company. 

10

FORCE MAJEURE

The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract. 

11

GENERAL

11.1

Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not. 

11.2

If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect. 

11.3

Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. 

11.4

Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract   

11.5

The parties to the Contract do not intend that any term of the Contract shall be enforceable by any person that is not a party to it. 

12

COMMUNICATIONS

12.1

All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post, or email

12.1.1

(in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company; 

12.1.2

(in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.

12.2

Communications shall be deemed to have been received:

12.2.1

if sent by pre-paid first class post, seven days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or 

12.2.2

if delivered by hand, on the day of delivery; or 

12.2.3

if sent by e-mail on a working day prior to 6.00 pm, at the duly proved time of transmission and otherwise on the next working day. 

12.3

Communications addressed to the Company. 

13

COMMENCEMENT DATE

13.1

This agreement shall begin and be in effect from the date of receipt by the Company of any order from the Buyer.  

14

LAW AND JURISDICTION

The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

15

RETURNS

15.1

Returns are accepted on the basis of the following: all goods, excluding those branded and/or modified, when outside of an exclusive programme, are returned within 30 days. Items must be returned in their original packaging and condition. All costs for returns will be covered by the Buyer, unless where a product has been sent incorrectly, or is faulty.

15.2

All garments must be returned to our main distribution centre, in Porto, Portugal.

15.3

Returns are applicable to a restocking fee of 1.20 GBP/EUR/USD per item, payable by the Buyer.

15.4

Items requested to be returned outside of the stipulations set out in 15.1 will be assessed and are subject to further charges/handling fees.

15.5

All items returned from UK locations back to main distribution centre in Porto, Portugal, must be accompanied with the appropriate documentation to evidence that goods are subject to "Returned Goods Relief". The documentation will be provided by the Company when confirming details of the return. All returns which do not include the relevant documentation are applicable to Brexit duties of Approx. 12%, which are payable by the Buyer.

15.6

All returns must be requested with the Company prior to the return of any goods, to ensure correct documentation is produced, logged and notified to inbound returns team. Documentation is essential to ensure goods are able to pass through customs and borders efficiently. Any returns made without prior notification are done so at the risk of the Buyer, and will not be credited. Documentation must be included with all Goods returned.

16

BREXIT

16.1

Effective as of January 1st 2021, shipments between UK and EU are applicable to additional process and duties, of approximately 12%.

16.2

Where product is held and shipped from main distribution centre in Porto, Portugal, to UK locations, all charges will be passed on to Buyer in one of two ways. Buyer may purchase Goods on DAP terms - Delivery At Point, and act as importer of record, paying all/any additional charges directly to the shipping agent and clearing product. Alternatively Buyer may purchase goods on DDP terms - Delivery Duty Paid. All related charges will then be applied to the final invoice issued by the Company. 

16.3

As a result of HMRC/Carrier process', related charges may be invoiced at a later date than the invoice for goods shipped. Any such invoices will be processed and paid by the Buyer, under the same terms of all other invoices stipulated in section 8.

17

SAMPLES

17.1

All samples will be charged on a sale or return basis. On the basis samples are returned within the timeframe and conditions stipulated in section 15 above, samples will not be charged. Samples returned or retained outside of the conditions stipulated in section 15 will be invoiced accordingly.