Terms and Conditions

Access to sections of this website are restricted to registered customers only. Applications are processed manually and account access details will be emailed to you. We reserve the right to remove access to this section of the website.

Emotion Shoes Limited Conditions of Sale

DEFINITIONS

1. “Buyer” means the person firm or company so described in the Order
“Conditions” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any variation of the same agreed in writing between the parties hereto.
“Contract” means the contract for the sale and supply of goods subject to these Conditions.
“Delivery” means delivery of the Goods to the Buyer or his agent or if the Goods are to be collected by the Buyer or his agent, the date on which the Seller gives notification that the Goods are ready for collection.
“Delivery Address” means the address for delivery as written on the Order or if no written Order, as notified,verbally by the Buyer to the Seller.
“Goods” means the goods described in the Order
“Order” means a verbal request or request in writing by the Buyer for the supply of goods by the Seller
“Price” means the price of the Goods
“Seller” means Emotion Shoes Ltd.
“Writing” includes facsimile transmissions, email and comparable means of communication.

INTRODUCTORY

2. These Conditions apply to all contracts for the supply of Goods by the Seller and shall govern the Contract to the exclusion of any other terms and conditions put forward by the Buyer at any time or upon which the Buyer purports or attempts to rely. These Conditions and the completed Order Form constitute the entire agreement between the parties hereto and supersede any previous agreements whether verbal or in Writing between the parties in respect of the subject matter of this Contract. The placing of an Order for the Goods shall constitute acceptance of these Conditions notwithstanding any other terms or conditions subject to which any Order is made or purported to be made by the Buyer. No variation of these Conditions will be binding unless agreed in Writing between the authorised representatives of the Buyer and Seller. Any typographical, clerical or other error or omission in any quotation, price list, invoice or other document issued by the Seller shall be subject to correction without liability on the part of the Seller.

3. The Order constitutes an offer by the Buyer to acquire the Goods subject to these Conditions. Notwithstanding any communications or actions on the part of the Seller, no Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until Delivery of those Goods or the first instalment thereof takes place, at which point the Contract comes into existence. For the avoidance of doubt, the Seller shall have the right to reject part or the whole of any Order, whether or not the Order has been taken by the Seller’s representatives, salesmen, agents or any person acting for or on the Seller’s behalf, and the Seller is not obliged to communicate the rejection to the Buyer or to give reason(s) for it.

4. Save pursuant to sub-clause 17.9 herein no Order may be cancelled by the Buyer except with the agreement in Writing of the Seller and the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

5. The Seller’s employees or agents are not authorised to make any representation concerning the Goods unless their authorisation is confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any representations made prior to formation of the Contract and waives any claim for breach of any such representations.

6. If the Seller is or becomes a member of a group of companies the Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.

7. No condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Goods supplied or that they will be suitable for any particular purpose or for use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to the Seller.

DELIVERY

8. The Seller shall have the right to suspend deliveries under this and/or any other contract it may have with the Buyer if the Buyer has failed to make payment on the due date for any goods delivered or (though the Buyer is not in arrears with any payment) where the Seller considers the amount outstanding on the Buyer’s account (whether actually due for payment or not) to be the limit to which the Seller is prepared to allow credit.

9. Where Delivery is to be at a place outside the U.K. and Eire the Buyer shall bear all the costs of delivery. Unless otherwise agreed in Writing the Seller shall be entitled to deliver the Goods by instalments Any time or date for Delivery named by the Seller is an estimate only, and the Seller shall not be liable for the consequences of any delay, howsoever caused. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

EXCLUSION OF LIABILITY

10. Subject to any express provision in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11. Any 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 Seller 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, to a maximum of three months after the date of the invoice. If delivery is not refused and the Buyer does not notify the Seller accordingly the Buyer shall not be entitled to reject the Goods and the Seller 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.

12. Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or at the Seller’s sole discretion refund to the Buyer the price of the Goods (or a proportionate part of the Price) but the Seller shall have no further liability to the Buyer, and shall have no liability in any event if the Goods have been altered in any way or subjected to misuse or unauthorised repair.

13. Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation or any implied warranty, condition or other term or any duty at common law or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees, agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these Conditions.

14. a) No claim for damage in transit, shortage of delivery or loss of the Goods will be entertained unless, in the case of damage in transit or shortage of delivery the Buyer gives notice in writing to the carrier concerned at the time of Delivery followed by a complete claim in writing to the Seller within three working days of receipt of the Goods and in the case of non-receipt of a complete consignment the Buyer gives a complete claim in Writing to the Seller within seven working days of the date of the invoice.
b) the Buyer shall in no circumstance be entitled to any payment or credit in respect of Goods allegedly returned to the Seller unless the Buyer provides to the Seller written evidence, to the satisfaction of the Seller (such written evidence to include a delivery note signed by the Seller’s servant or agent), of that return within 14 days of the date of the invoice in respect of the Goods.
c) No claim of any kind whatsoever relating to the Goods can be made by the Buyer against the Seller unless the Buyer gives notice in Writing to the Seller of such claim within three months of the date of the invoice relating to those Goods.

FORCE MAJEURE

15.1 The Seller 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 Seller’s obligations in relation to the Goods if the delay or failure was due to any cause beyond the Seller’s reasonable control, such as but not limited to:

1. Act of God, explosion, flood, tempest, fire or accident;
2. War or threat of war, sabotage, insurrection, civil disturbance or requisition;
3. Acts, restrictions, regulations, bylaws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority;
4. Import or export regulations or embargoes;
5. Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or other third party);
6. Difficulties in obtaining goods, raw materials, labour, fuel, parts or machinery;
7. Power failure or breakdown in machinery.

15.2 In the event that a situation falling within sub-clause 15.1 herein arises, the Seller may without liability to the Buyer wholly or partially suspend deliveries, or make partial deliveries only or determine the Contract, without prejudice in any case to rights accrued to the Seller in respect of deliveries already made.

SELLER’S PROTECTION

16.1 The Buyer specifically warrants that it shall not cause or permit the infringement of the Seller’s copyrights, patents, trademarks, registered designs or other similar rights and indemnifies the Seller against any loss or damage suffered as a result of any breach of this warranty.

16.2 In the event that the Seller cancels the Contract or suspends any deliveries to the Buyer in accordance with these Conditions the Buyer shall have no rights or action of any kind against the Seller arising therefrom. If the Seller terminates deliveries, without prejudice to any rights he may have he shall be absolutely entitled to sell or dispose of the Goods elsewhere.

16.3 The Seller shall be entitled to charge the Buyer for all costs, charges and expenses (including all costs and fees) which may be incurred by the Seller (including Value Added Tax thereon) arising from or incidental to:

1. Any breach by the Buyer of any of the terms and conditions of the Contract;
2. The recovery of any sums due to the Seller from the Buyer.

16.4 If the Buyer returns any of the Goods to the Seller for any reason whatsoever, refuses to accept delivery of Goods or fails to collect Goods, the Seller reserves the right (to be exercised in its absolute discretion at any stage) to re-sell or dispose of the Goods without prejudice to all other rights and remedies that it may have against the Buyer and without reference to the Buyer.

16.5 The Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become liable as a result of work done in accordance with the Buyer’s specification which involves the infringement of any copyrights, patents, trade marks, registered designs or other similar rights.

THE PRICE AND TERMS OF PAYMENT

17.1 The Price of the Goods shall be the Seller’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the Price listed in the Seller’s published price list current at the date of acceptance of the Order or where the Goods are supplied for export from the United Kingdom the Seller’s published export price list shall apply.  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 Seller without giving notice to the Buyer.

17.2 The Seller reserves the right by giving notice to the Buyer at any time before Delivery to increase the Price to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (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 manufacture) any change in delivery dates, quantities or specifications 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 Seller adequate information or instructions.

17.3 Where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance if the Seller’s minimum order requirements are not met, in which case these charges will be notified by the Seller to the Buyer.

17.4 The Price is exclusive of any applicable Value Added Tax which the Buyer shall be additionally liable to pay to the Seller.

17.5 The Seller shall be entitled to invoice the Buyer for the Price of the Goods on or at any time after Delivery.

17.6 Provided no previous invoice is overdue the Buyer shall be entitled to a prompt payment discount of 4.5% of the Price of the Goods (excluding any charge for transport, packaging or insurance) for payment within thirty days of the Seller’s invoice.

17.7 The Buyer shall pay the Price of the Goods (less any discount to which the Buyer is entitled but without any other deduction) within thirty days of the date of the Seller’s invoice.  The time of payment of the Price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.

17.8 If the Buyer fails to make any payment on the due date then without prejudice to any other right or remedy available to the Seller the Seller shall be entitled to:

1. Cancel the Contract or suspend any further deliveries to the Buyer
2. Appropriate any payment made by the Buyer for such other goods, including goods supplied under any other contract between the Buyer and the Seller, as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
3. Charge the Buyer interest both before and after any Judgment on the amount unpaid at the rate of 2% above Bank of England Base Rate from time to time or the prevailing rate payable upon High Court Judgments (whichever is the higher), until payment in full is made. (A part of a month being treated as a full month for the purpose of calculating interest).

17.9 In the event of deterioration in the rate of exchange, or to changes in circumstances over which the Seller has no control, the Seller reserves the right to increase the Price prior to accepting the Order. In such circumstances the Seller will inform the Buyer of the proposed increase and the Buyer will have the option to cancel or to amend the quantities ordered. Provided that notification in writing reaches the Seller within seven days of the Buyer being informed of the proposed increase. If the Buyer does not cancel but agrees to accept the proposed increases, these Conditions shall remain in full force and effect.

18. a) The Seller shall be entitled to charge the Buyer interest at the prevailing Bank of England Base Rate plus 2% or the prevailing rate payable upon High Court Judgments, whichever is the higher, in respect of any amounts that become overdue for payment.
b) In the event that any amounts are overdue on the Buyer’s account the Seller shall be at liberty to suspend or terminate, at  his absolute discretion, all further deliveries to the Buyer of this or any other order. In the event that deliveries are so suspended or terminated the Buyer shall have no rights or action of any kind against the Seller. If the Seller terminates further deliveries, without prejudice to any rights he may have, he shall be absolutely entitled to sell or dispose of the Goods elsewhere.

PROPERTY AND RISK

19.
19.1 The property (both legal and equitable) in the Goods shall not pass to the Buyer until
19.1.1 the Price of the Goods has been paid in full; and
19.1.2 payment has been made to the Seller of any sum which is at the date of the Contract or may thereafter become due or owing from the Buyer to the Seller.

19.2 Until property in the Goods has passed to the Buyer the Buyer will hold the Goods in a fiduciary capacity, will not obliterate any identifying mark on the Goods or their packaging and will keep the Goods separate from any other goods.

19.3
19.3.1 The Seller may at any time after payment for the Goods has become due but has not been made, take possession of the Goods (which for the avoidance of doubt will include the right to stop the Goods in transit) and remove them and the Buyer shall be deemed to have granted irrevocable authority to the Seller to enter upon the Buyer’s premises or other premises where the Goods may be by its employees or agents to take possession of the Goods and (if necessary) to dismantle the Goods from any thing to which they are attached

19.3.2 The rights accruing to the Seller as set down in sub-clause 19.3.1 herein extend to any other goods supplied by the Seller to the Buyer otherwise than under this Contract and which are still in the possession of the Buyer whether or not property in the goods has passed to the Buyer.

19.4 The Seller will have the right to maintain an action against the Buyer for the Price of the Goods notwithstanding that property in the Goods has not passed.

19.5 Nothing in the Contract will make the Buyer the agent of the Seller in respect of any re-sale of the Goods by the Buyer so as to confer upon a third party rights against the Seller.

19.6 The Goods are at the entire risk of the Buyer or the agent of the Buyer from the time of delivery of the Goods to them or collection of the Goods by them.

19.7 The Seller may maintain an action for the Price of the Goods notwithstanding that the Seller retains the ownership of the same.

TERMINATION

20. The Seller shall be entitled to terminate the Contract without liability to the Seller by giving notice to the Buyer at any time if:-

20.1 the Buyer is in breach of any of its obligations to the Seller under the Contract;

20.2 any distress or any execution is levied upon the Buyer’s property or assets, or if the Buyer makes or offers to make any arrangement or composition with creditors or commits any act of bankruptcy or if any petition or receiving order in bankruptcy is presented or made against him or if the Buyer is a limited company and any resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such company’s undertaking, property, assets or any part thereof shall be appointed, or if the Seller reasonably apprehends that any of the events mentioned in this clause is about to occur in relation to the Buyer.

VARIATIONS

21. The Seller shall be entitled to supply Goods:-
a) which deviate in unimportant respects from its own samples;
b) which vary in quality, size, colour and weight or finish, where such variations are customary in the trade or unavoidable for technical reasons. The Seller’s decision as to what is unimportant, unavoidable or customary shall be final.

NOTICES

In the event that the Buyer has no business premises within the UK, any letter, notice or other document from the Seller to the Buyer may be sent to the address outside the UK which has most recently been provided to the Seller by the Buyer.

GENERAL

23. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision and any delay by the Seller in enforcing its rights under the Contract shall not constitute a waiver of those rights.

24. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or part the validity of the other provisions in these Conditions and the remainder of the provision in question shall not be affected thereby.

25. The laws of England and Wales shall govern the Contract and its performance, and all disputes arising out of the Contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

 

«Back to Request Access page