SALES AND DELIVERY TERMS AND CONDITIONS OF A. WHITE (U.K.) LIMITED, trading as ALEXANDER WHITE (“AW”)
These terms and conditions apply to all purchases from AW, and are thus binding on the parties unless otherwise agreed in writing.
- OFFERS AND ORDERS AW is not bound by any offer either written or oral, and AW is only bound when AW submit a purchase order after receipt of customer order. The customer is obliged to check the order confirmation and submit corrections thereto within five (5) days after receipt of the confirmation. If the customer does not object within this period, the purchase order is binding. AW assumes no liability for any mistakes or errors in the order confirmation.
- MATERIAL AND DESCRIPTIONS Information from brochures, catalogues, price lists and the like are only indicative and are only binding for AW to the extent explicitly stated in the order confirmation.
- PRICES AND PAYMENT CONDITIONS All prices are quoted may be quoted in either EURO, US DOLLAR or BRITISH STERLING- as set by AW- excl. VAT, freight, duties, taxes and other taxes. In case the prices for the offered and / or agreed delivery change as a result of changes in purchasing prices, commodity prices, exchange rates, freight, customs, taxes and the like, then AW is entitled to change to the offered and / or agreed prices with ten (10) days notice.
The standard payment terms are – unless otherwise agreed in writing – 30% down payment and the remainder before delivery. In case of late payment, penalty interest of 18% per annum from the due date. Deduction in the payment cannot take place if the counterclaim is not accepted. Failure to comply with the terms of payment shall be deemed a material breach justifying AW to hold additional supplies back – regardless of any inconsistency between the orders – and to claim any also none due outstanding paid immediately.
If the customer fails to comply with payment terms, these will automatically be changed to net cash of 100% prepayment at AW’s choice. If the customer does not meet AW’s credit requirements for obtaining goods on credit, AW will inform the customer that payment terms are net cash, or 100% prepayment. This applies whether the customer previously purchased on standard payment terms with credit.
For agreed payment terms of NET30: Failure to pay within the agreed terms, will result in interest of 3% per month being charged, beginning from 45 days after invoice date.
- RETENTION AW retains title to goods until payment incl. interest and costs are paid in full. The customer is obliged to take all necessary precautions to protect AWs property until ownership is transferred to the customer.
- ANNULMENT The customer is aware that all styles are produced to order. Should the customer wish to cancel an order, AW can choose between maintaining the contract or accept the cancellation of the order. If AW accepts cancellation of the order, the customer is obliged to pay a cancellation fee to AW of 45% of the order value. Likewise, if the customer wants to reduce an order, the customer in this case pays a cancellation fee of 45% of the canceled items.
If any breach by the customer, including but not limited to non-collection of goods and non-compliance with payment terms occurs, AW reserves the right to fully or partially cancel the customer’s orders. If AW chooses to cancel customer orders, the customer is obliged to pay a cancellation fee to AW as above.
- DELIVERY TERMS AND DELIVERY TIME Unless otherwise agreed, delivery Ex Works (Incoterms 2000) AW’s factory or warehouse in Italy
AW will deliver the goods within the seasonal window period specified by AW as the delivery period. If AW have held back goods, the customer is obliged to receive them at a later time, even though this might be a future delivery period, provided AW choose to maintain delivery.
- LIABILITY FOR DEFECTS The delivered goods correspond to the indicated sample collection. Minor changes and corrections can be made by AW without giving the customer the right to claim.
Upon delivery the customer must immediately conduct an investigation of the delivery, as proper business use demands. All claims based on the examination must be made in writing and must be advised to AW no later than eight (8) days after delivery.
In case of timely and justified complaints AW’s liability is limited to – after AW’s own choice – replacement in the form of sending substitutes (since the products are seasonal, the substitutes could be from a different style) or issue a credit note for an amount equal to the value of the legitimate complaint. AW is only obliged to accept complaints if the products have no visible sign of wear.
The customer can only claim rights, as expressly stated in these terms and conditions, and AW is not obligated to offer reduction in the purchase or compensation of any kind. If a customer has complained about some faults and it turns out that there is no defect, ther customer is obliged to cover all the expenses AW had in this regard, including the costs of returning the product.
- RESTRICTIONS ON SALE All goods must by the customer only be sold in retail. The customer may only sell goods through the customer’s usual place of business unless otherwise stated in the order confirmation. Internet sales require special permission.
- INTANGIBLE RIGHTS Customer is aware that all trademarks, logos, symbols, and similar trade characteristic (the characteristic) belonging to AW is AW intangible property. The customer may not without prior written agreement with AW modify or copy Characteristics. If a customer wishes to produce marketing material containing features such material must be approved by AW in advance. AW is at any time – whatever the reasons or prior approval – entitled to ask the customer to stop the use of Characteristics.
- LIMITATION OF LIABILITY (INCLUDING FORCE MAJEURE) AW is in no way responsible for loss of profit loss or other indirect losses.
AWs production and delivery depends on availability of raw materials and other necessary materials. If delivery is delayed or made impossible because of such obstacles, or because of events beyond the AWs control such as strikes, lock outs, accidents, fire, war, terrorism, civil unrest, official intervention, export and / or import bans, missing or defective deliveries from subcontractors, extraordinary natural events and the like, AW is released from any obligation what so ever.
- GOVERNING LAW AND JURISDICTION This agreement is subject to English laws with the exception of the CISG. All disputes under this Agreement shall be settled by AWs statutory home venue as the first instance.