Terms and conditions of use

  1. Introduction

1.1     These terms and conditions shall govern your use of our website.

1.2     By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

1.3     If you [register with our website, submit any material to our website or use any of our website services], we will ask you to expressly agree to these terms and conditions.

1.4     You must be at least [18] years of age to use our website; and by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least [18] years of age.

1.5     Our website uses cookies; by using our website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our [privacy and cookies policy].

  1. Credit

2.1     This document was created using a template from SEQ Legal (http://www.seqlegal.com).

  1. Copyright notice

3.1     Copyright (c)2015 Storefittingsdirect.

3.2     Subject to the express provisions of these terms and conditions:

(a)      we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

(b)      all the copyright and other intellectual property rights in our website and the material on our website are reserved.

  1. Licence to use website

4.1     You may:

(a)      view pages from our website in a web browser;

(b)      download pages from our website for caching in a web browser;

(c)      print pages from our website;

(d)      stream audio and video files from our website; and

(e)      use our website services by means of a web browser,

subject to the other provisions of these terms and conditions.

4.2     Except as expressly permitted by Section 4.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

4.3     You may only use our website for your own personal and business purposes, and you must not use our website for any other purposes.

4.4     Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

4.5     Unless you own or control the relevant rights in the material, you must not:

(a)      republish material from our website (including republication on another website);

(b)      sell, rent or sub-license material from our website;

(c)      show any material from our website in public;

(d)      exploit material from our website for a commercial purpose; or

(e)      redistribute material from our website.

4.6     Notwithstanding Section 4.5, you may redistribute [our newsletter] in [print and electronic form] to [any person].

4.7     We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

  1. Acceptable use

5.1     You must not:

(a)      use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

(b)      use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c)      use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d)      conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

(e)      access or otherwise interact with our website using any robot, spider or other automated means;

(f)      violate the directives set out in the robots.txt file for our website; or

(g)      use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).

5.2     You must not use data collected from our website to contact individuals, companies or other persons or entities.

5.3     You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.

  1. Registration and accounts

6.1     To be eligible for an individual account on our website under this Section 6, you must be at least 18 years of age and resident in the United Kingdom.

6.2     You may register for an account with our website by completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you.

6.3     You must not allow any other person to use your account to access the website.

6.4     You must notify us in writing immediately if you become aware of any unauthorised use of your account.

6.5     You must not use any other person’s account to access the website, unless you have that person’s express permission to do so.

  1. User IDs and passwords

7.1     If you register for an account with our website, we will provide you a user ID and password.

7.2     Your user ID must not be liable to mislead and must comply with the content rules set out in Section 10; you must not use your account or user ID for or in connection with the impersonation of any person.

7.3     You must keep your password confidential.

7.4     You must notify us in writing immediately if you become aware of any disclosure of your password.

7.5     You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

  1. Cancellation and suspension of account

8.1     We may:

(a)      suspend your account;

(b)      cancel your account; and/or

(c)      edit your account details,

at any time in our sole discretion without notice or explanation.

8.2     You may cancel your account on our website using your account control panel on the website.

  1. Your content: licence

9.1     In these terms and conditions, “your content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.

9.2     You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence]to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media / reproduce, store and publish your content on and in relation to this website and any successor website / reproduce, store and, with your specific consent, publish your content on and in relation to this website.

9.3     You grant to us the right to sub-license the rights licensed under Section 9.2.

9.4     You grant to us the right to bring an action for infringement of the rights licensed under Section 9.2.

9.5     You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

9.6     You may edit your content to the extent permitted using the editing functionality made available on our website.

9.7     Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

  1. Your content: rules

10.1    You warrant and represent that your content will comply with these terms and conditions.

10.2    Your content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

10.3    Your content, and the use of your content by us in accordance with these terms and conditions, must not:

(a)      be libellous or maliciously false;

(b)      be obscene or indecent;

(c)      infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d)      infringe any right of confidence, right of privacy or right under data protection legislation;

(e)      constitute negligent advice or contain any negligent statement;

(f)      constitute an incitement to commit a crime[, instructions for the commission of a crime or the promotion of criminal activity];

(g)      be in contempt of any court, or in breach of any court order;

(h)      be in breach of racial or religious hatred or discrimination legislation;

(i)       be blasphemous;

(j)      be in breach of official secrets legislation;

(k)      be in breach of any contractual obligation owed to any person;

(l)       depict violence in an explicit, graphic or gratuitous manner;

(m)     be pornographic, lewd, suggestive or sexually explicit;

(n)      be untrue, false, inaccurate or misleading;

(o)      consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;

(p)      constitute spam;

(q)      be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or

(r)      cause annoyance, inconvenience or needless anxiety to any person.

  1. Limited warranties

11.1    We do not warrant or represent:

(a)      the completeness or accuracy of the information published on our website;

(b)      that the material on the website is up to date; or

(c)      that the website or any service on the website will remain available.

11.2    We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

11.3    To the maximum extent permitted by applicable law and subject to Section 12.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

  1. Limitations and exclusions of liability

12.1    Nothing in a contract under these terms and conditions will:

(a)      limit or exclude any liability for death or personal injury resulting from negligence;

(b)      limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)      limit any liabilities in any way that is not permitted under applicable law; or

(d)      exclude any liabilities that may not be excluded under applicable law.

12.2    The limitations and exclusions of liability set out in this Section 12 and elsewhere in a contract under these terms and conditions:

(a)      are subject to Section 12.1; and

(b)      govern all liabilities arising under that contract or relating to the subject matter of that contract, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in that contract.

12.3    To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

12.4    We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

12.5    We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

12.6    We will not be liable to you in respect of any loss or corruption of any data, database or software.

12.7    We will not be liable to you in respect of any special, indirect or consequential loss or damage.

12.8    You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

  1. Breaches of these terms and conditions

13.1    Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a)      send you one or more formal warnings;

(b)      temporarily suspend your access to our website;

(c)      permanently prohibit you from accessing our website;

(d)      block computers using your IP address from accessing our website;

(e)      contact any or all of your internet service providers and request that they block your access to our website;

(f)      commence legal action against you, whether for breach of contract or otherwise; and/or

(g)      suspend or delete your account on our website.

13.2    Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

  1. Variation

14.1    We may revise these terms and conditions from time to time.

14.2    [The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions. / We will give you written notice of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of our website from the date that we give you such notice; if you do not agree to the revised terms and conditions, you must stop using our website.]

14.3    If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.

  1. Assignment

15.1    You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

15.2    You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

  1. Severability

16.1    If a provision of a contract under these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

16.2    If any unlawful and/or unenforceable provision of a contract under these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

  1. Third party rights

17.1    A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

17.2    The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

  1. Entire agreement

18.1    Subject to Section 12.1, these terms and conditions, together with [our privacy and cookies policy], shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

  1. Law and jurisdiction

19.1    A contract under these terms and conditions shall be governed by and construed in accordance with [English law].

19.2    Any disputes relating to a contract under these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

  1. Statutory and regulatory disclosures

20.1    Our VAT number is 203 7463 30

  1. Our details

21.1    This website is owned and operated by CHF Solutions.

21.2    Our principal place of business is at

1st Floor
Gateway House
4 Penman Way
Grove Business Park
Leicester
LE19 1SY

21.3        You can contact us by writing to the business address given above, by using our website contact form, by email to [email protected] or by telephone on 01164 318 4182.

1 INTERPRETATION Sale Of Goods

1.1 In these Terms

“Buyer” shall mean the person firm or company who accepts the Company’s verbal or written quotation for the sale of the Goods or whose order for the Goods is accepted by the Company;

“Company” shall mean CHF Solutions whose registered office is at

1st Floor
Gateway House
4 Penman Way
Grove Business Park
Leicester
LE19 1SY

“Contract” shall mean the contract for the sale and purchase of the Goods;

“Goods” shall mean the goods which the Company is to supply in accordance with these Terms;

“Terms” shall mean the standard terms of trading of the Company set out in this document.

TERMS THAT SHALL APPLY WHEN THE COMPANY SELLS GOODS

1 Basis of Sale

1.1 The Company shall sell and the Buyer shall purchase the Goods in accordance with the Company’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Company), subject in either case to these Terms, which shall

govern the Contract to the exclusion of any other terms subject to which any such quotation is accepted or purported to be accepted or any such order is made or purported to be made, by the Buyer.

1.2 No variation to these Terms shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Company.

1.3 The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract the Buyer acknowledges that it does not rely on any

Representations which are not so confirmed, but nothing in these Terms affects the liability of either party for fraudulent misrepresentation.

1.4 Any advice or recommendation given by the Company

2 Orders and Specifications

2.1 No order submitted by the Buyer shall be deemed to be accepted by the Company unless and until confirmed in writing by the Company’s authorised representative.

2.2 The Buyer shall be responsible to the Company for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer and for giving the Company any necessary information relating to the Goods

within a sufficient time to enable the Company to perform the Contract in accordance with its Terms.

2.3 The quantity, quality and description of the Goods and any specification for them shall be as set out in the Company’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Company).

2.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Company in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Company against all loss, damages, costs and

expenses awarded against or incurred by the Company in connection with, or paid or agreed to be paid by the Company in settlement of, any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual

property rights of any other person which results from the Company’s use of the Buyer’s specification.

2.5 The Company reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EU requirements or, where the Goods are to be supplied to the Company’s specification,

which do not materially affect their quality or performance.

2.6 No order which has been accepted by the Company may be cancelled by the Buyer except with the agreement in writing of the Company and on terms that the Buyer shall indemnify the Company in full against all loss (including loss of

profit), costs (including the costs of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.

3.1 The price of the Goods shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s published price list current at the date of acceptance of the order. All

prices quoted are valid for thirty days only or until earlier acceptance by the Buyer after which time they may be altered by the Company without giving notice to the Buyer.

3.2 The Company reserve the right, by giving written notice to the Buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the

Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties,

significant increase in the costs of labour, materials or other costs of manufacturing) any change in delivery dates, quantities or specification for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or

failure of the Buyer to give the Company adequate information or instructions.

3.3 Except as otherwise stated in the Company’s written quotation or any price list of the Company, and unless otherwise agreed in writing between the Buyer and the Company, all prices are given by the Company on an ex works basis, and

where the Company agrees to deliver the Goods otherwise than at the Company’s premises, the Buyer shall be liable to pay the Company’s charges for transport, packaging and insurance.

3.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay the Company.

4 Terms of Payment

4.1 Subject to any special terms agreed in writing between the Buyer and the Company, the Company may invoice the Buyer 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

Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Buyer for the price of the Goods at any time after the Company has notified the Buyer that the Goods are ready for

collection or (as the case may be) the Company has tendered delivery of the Goods.

4.2 The Buyer shall pay the price of the Goods on a proforma Basis, and the Company shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the

Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.

4.3 If the Buyer fails to make any payment on the due date then, without limiting any other right or remedy available to the Company the Company may: –

4.3.1 Cancel the Contract or suspend any further deliveries to the Buyer;

4.3.2 Appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the

Buyer); and

4.3.3 Charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of four percent per annum above HSBC Bank base rate from time to time, until payment in full is made (a part of a month being treated as a

full month for the purpose of calculating interest).

4.3.4 Charge the buyer any costs incurred from the use of a Debt Collection agency.

5 Delivery

5.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Company’s premises at any time after the Company has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by

the Company, by the Company delivering the Goods to that place.

5.2 Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously

agreed by the Company in writing. The Goods may be delivered by the Company in advance of the quoted delivery date on giving reasonable notice to the Buyer.

5.3 If the Company fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Company’s reasonable control or the Buyer’s fault, and the Company is accordingly liable to the Buyer, the Company’s liability

shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.

5.4 If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the

Company’s fault) then, without limiting any other right or remedy available to the Company, the Company may: –

5.4.1 Store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage; or

5.4.2 Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price

under the Contract.

5.5 If the Buyer refuses or fails to take delivery of the goods the Seller shall be entitled to terminate the Contract with immediate effect or to dispose of the goods as it may in its absolute discretion determine and the Seller reserves the right to

recover from the Buyer a minimum handling fee of 20% of the total price of such goods (plus VAT) which shall be paid by the Buyer within 30 days of the date of invoice.

6 Risk and Property

6.1 Risk of damage to or loss of the Goods shall pass to the Buyer: –

6.1.1 in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Buyer that the Goods are available for collection; or

6.1.2 in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.

6.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Buyer until the Company has received in cash or cleared funds payment in full of the price

of the Goods and all other goods agreed to be sold by the Company to the Buyer for which payment is then due.

6.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored,

protected and insured and identified as the Company’s property, but the Buyer may resell or use the Goods in the ordinary course of its business.

6.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Company may at any time require the Buyer to deliver up the Goods to the Company and, if the

Buyer fails to do so forthwith, enter on any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.

6.5 The Buyer 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 the Company, but if the Buyer does so all moneys owing by the Buyer to the Company

shall (without limiting any other right or remedy of the Company) forthwith become due and payable.

7 Warranties and Liability

7.1 Subject to the following provisions the Company only provides such warranty that it has received from the manufacturer or supplier of the Goods as to material and workmanship. The Company is not able to provide any further warranty.

7.2 The above warranty is given by the Company subject to the following conditions: –

7.2.1 the Company shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;

7.2.2 the Company shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company’s instructions (whether oral or in writing), misuse or

alteration or repair of the Goods without the Company’s approval;

7.2.3 the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;

7.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Company in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to

the Company.

7.3 Subject as expressly provided in these Terms, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

7.4 A claim by the Buyer 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 Buyer) be notified to the Company within seven days

from the date of delivery 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 Buyer does not notify the Company

accordingly, the Buyer shall not be entitled to reject the Goods and the Company shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

7.5 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to the Company in accordance with these Terms, the Company may replace

the Goods (or the part in question) free of charge or, at the Company’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Company shall have no further liability to the Buyer.

7.6 Except in respect of death or personal injury caused by the Company’s negligence, or liability for defective products under the Consumer Protection Act 1987, the Company shall not be liable to the Buyer 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 loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other

claims for compensation whatsoever (whether caused by the negligence of the Company its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to

supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of the Company under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided

in these Terms.

7.7 The Company shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Goods, if the delay or failure was

due to any cause beyond the Company’s reasonable control.

8 Insolvency of Buyer

8.1 This clause 8 applies if:

8.1.1 the Buyer makes a 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

8.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or

8.1.3 the Buyer ceases, or threatens to cease, to carry on business; or

8.1.4 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

8.2 If this clause applies then, without limiting any other right or remedy available to the Company the Company may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, 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.

9  Return of goods

9.1 It is our normal practice to replace any merchandise, which may reach customers in an unusable condition. It would be helpful if goods to be returned for examination are thoroughly cleaned and adequately packed.

9.2 You have the right to reject an item that is considered to be of ‘unsatisfactory’ quality. The Buyer should notify The Seller of any unsatisfactory products within 7 days of receipt of the delivery. The Seller may request samples of the product in order to confirm the quality issue prior to accepting the return of the goods. The Seller will endeavour to replace, repair or refund any products found to be unsatisfactory by both parties providing they are still in the original packaging in accordance with 9.3

9.3 Goods kept in stock may be returned to us only by prior agreement at customers’ carriage cost and subject to the following conditions:

9.3.1 Goods returned must be in original packaging i.e. resalable condition

9.3.2 Goods must be in complete units of sale in the original packaging, No part boxes (if applicable)

9.3.3 A notification of return must be made within 24 hours of delivery. Failure to do this will result in a handling charge of 30%. It is essential to quote our delivery note number for a credit note to be issued

9.3.4 No returns will be accepted 72 hours from delivery

9.3.5 The Seller reserves the right to charge the minimum handling fee specified in condition 5.5 above except in the case of faulty garments. Goods returned to the Seller without a ‘returns authorisation number’ will not be credited and will be disposed of at the Seller’s discretion unless the Buyer collects such goods (at its own cost) from the Seller within 30 days of receipt of the returned goods.

9.4 If goods supplied by us were incorrectly supplied please notify us immediately and appropriate credit will be given upon receipt of the goods providing they are still in saleable condition as per 9.3

9.5 Orders for special products and customized packaging are NON RETURNABLE

9.6 Items that have been customized (e.g. embroidered, printed etc) by The Buyer or that are bespoke are NON-RETURNABLE.

10 Interpretation of these Terms

These Terms and the Contract shall be governed by the laws of England, and the parties agree to submit to the exclusive jurisdiction of the English courts.