Terms and Conditions


1. INTERPRETATION

1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: Amelia Knight (UK) Limited.
Brands: Madame Milly, Colour Couture, Academy of Colour, Miss Makeover, Loveable Luxuries
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery: does not for these purposes take place at the point of physical delivery into the possession of the Buyer but at the point in time specified in condition 3.
FOB: bears the same meaning as set out in Incoterms 2000 or any successor version of Incoterms.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any consignment of them).

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 a Director 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. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation. Email communications passing from and to the Company do not form part of the terms of the Contract and the Buyer is not entitled to place reliance on statements contained in emails for the purposes of establishing the terms of the Contract or for alleging misrepresentation unless it is clear on the face of the email message that the contents have been created by a legal Director of the Company with the intent that the contents of the email are to be incorporated into the Contract.
2.4 Each order placed with the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions and the Contract will be created with effect from the Company’s written acceptance. The quantity and description of the Goods shall be as set out or referred to in the Company’s acceptance of the Buyer’s order. It is the responsibility of the Buyer to verify that the acceptance of order correctly confirms the Buyer’s order in terms of quantity and description.
2.5 The Buyer shall ensure that the terms of its order and any applicable specification requirements are complete and accurate in all respects. The Company cannot accept any liability for any error in the terms and contents of the Buyer’s order.

3. DELIVERY
3.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall be made FOB to the embarkation/departure port (for example, Shanghai) designated in the Company’s acceptance of order and legal “delivery” shall for the purposes of the Contract take place on the date at which the Goods are transported to the designated embarkation/departure port, ready for shipment. It is accordingly the Buyer’s responsibility to insure and to facilitate and to finance the shipping of the Goods from the port of embarkation/departure port to the agreed port of destination and subsequently to arrange for onward transport of the Goods.
3.2 The Buyer shall only be entitled to be issued with the Bill of Lading or other document of title to the Goods and to take possession of the Goods, once the Goods have arrived at the agreed port of destination and the Company shall have been paid the price for the Goods in full or that portion of the price that is required to be paid at that time (as stipulated by the Company in its acceptance of order), whereupon the Buyer shall be entitled to take physical possession of the Goods.
3.3 Any dates specified by the Company for “delivery” (as defined above) of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time and usually governed by an agreed critical path procedure.
3.4 Subject to the other provisions of these conditions the Company shall not be liable under any provision of the Contract, including but not limited to this condition, for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits (even if such loss of profits is a direct and reasonably foreseeable loss), loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the “delivery” of the Goods.
3.5 If for any reason the Buyer fails to make payment of the price or that part of the price that is due when the Goods have arrived at the port of destination and/or to take possession of the Goods when they are notified to it to be available to be released into the possession of the Buyer, the Company may without prejudice to other remedies arrange to store the Goods until they are collected, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
3.6 The Buyer shall undertake at its expense the necessary arrangements for unloading the Goods from any container or vehicle in which the Goods have been transported to the port of destination and for loading the Goods onto transport provided by the Buyer for onward transport to the premises of the Buyer or any other premises to which the Goods are to be transported.

4. NON-DELIVERY
4.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the premises of the Company’s manufacturer to the port of embarkation/departure port shall be conclusive evidence of the quantity that will be taken possession of by the Buyer on delivery to the port of destination unless the Buyer can provide conclusive evidence proving the contrary.

5. RISK/TITLE

5.1 The Goods are at the risk of the Buyer from the time of “delivery” as defined above and the obligation to insure passes at that time to the Buyer.
5.2 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 the Goods.
5.3 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 and accordingly the Company shall be entitled to maintain an action for the price.
5.4 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

6. PRICE

6.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s acceptance of order.

7. PAYMENT
7.1 Payment of the price for the Goods is to be made in pounds sterling and the terms for payment shall be as specified in the Company’s acceptance of order or in accordance with any distribution agreement entered into between the Company and the Buyer.
7.2 No payment shall be deemed to have been received until the Company has received cleared funds.
7.3 All payments payable to the Company under each Contract entered into under these Conditions shall become due immediately on its termination despite any other provision.
7.4 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.
7.5 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 of 4% above the base lending rate from time to time of HSBC Bank plc, 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 Late Payment of Commercial Debts (Interest) Act 1998 if interest recoverable under such legislation exceeds that which is claimable under this condition 8.6. In addition, the Company shall be entitled to set off, withhold or deduct any sums which the Company is indebted to the Buyer for against the sums due but unpaid to the Company by the Buyer.

8. QUALITY

8.1 It is agreed and acknowledged that the Company is not the manufacturer of the Goods and accordingly, the Company’s only contractual responsibility shall be to: (i) communicate the terms of the Buyer’s order to its manufacturer (which will include the terms relating to quantity, description and any particular specifications) and (ii) endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company by the manufacturer but the Company shall have no liability for any inability on its part to do so. All terms conditions and warranties that might, but for this clause, be implied into the Contract (save as to the Company’s title to sell the goods to the Buyer) are excluded to the fullest extent permitted by Law.
8.2 The Buyer acknowledges and agrees by entering into the Contract that the above limitations and exclusions of liability are fair and reasonable in the circumstances. Subject to the Parties reaching agreement on terms for an additional payment, (reflecting the increased risk to the Company) the Company may but is not obliged to agree, to increase the financial level of its liability under the Contract generally or to a particular contract formed subject to these conditions.

9. LIMITATION OF LIABILITY
9.1 Nothing in these conditions excludes or limits the liability of the Company: 
(a) for death or personal injury caused by the Company’s negligence; or
(b) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(c) for fraud or fraudulent misrepresentation.
9.2 Subject to condition 9.1 above:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price (ie the price agreed in respect of the Goods); and
(b) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

10. FORCE MAJEURE

The Company reserves the right to defer the date of delivery or to cancel a Contract formed under these Conditions (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 in question that has been affected by force majeure.

11. GENERAL

11.1 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. Any dispute (other than relating to payment of the price) between the parties shall be referred in the first instance to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. To initiate a Mediation, a party shall give written notice to the other (a ‘Mediation Notice’) requesting Mediation, with a copy being forwarded to CEDR requesting CEDR to nominate a Mediator in the event that the parties have not previously agreed upon a choice of Mediator. The Mediation shall commence within 28 days of service of the Mediation Notice. 1. INTERPRETATION

1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods from the Company.
Company: Amelia Knight (UK) Limited.
Brands: Madame Milly, Colour Couture, Academy of Colour, Miss Makeover, Loveable Luxuries
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery: does not for these purposes take place at the point of physical delivery into the possession of the Buyer but at the point in time specified in condition 3.
FOB: bears the same meaning as set out in Incoterms 2000 or any successor version of Incoterms.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any consignment of them).

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 a Director 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. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation. Email communications passing from and to the Company do not form part of the terms of the Contract and the Buyer is not entitled to place reliance on statements contained in emails for the purposes of establishing the terms of the Contract or for alleging misrepresentation unless it is clear on the face of the email message that the contents have been created by a legal Director of the Company with the intent that the contents of the email are to be incorporated into the Contract.
2.4 Each order placed with the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions and the Contract will be created with effect from the Company’s written acceptance. The quantity and description of the Goods shall be as set out or referred to in the Company’s acceptance of the Buyer’s order. It is the responsibility of the Buyer to verify that the acceptance of order correctly confirms the Buyer’s order in terms of quantity and description.
2.5 The Buyer shall ensure that the terms of its order and any applicable specification requirements are complete and accurate in all respects. The Company cannot accept any liability for any error in the terms and contents of the Buyer’s order.

3. DELIVERY
3.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall be made FOB to the embarkation/departure port (for example, Shanghai) designated in the Company’s acceptance of order and legal “delivery” shall for the purposes of the Contract take place on the date at which the Goods are transported to the designated embarkation/departure port, ready for shipment. It is accordingly the Buyer’s responsibility to insure and to facilitate and to finance the shipping of the Goods from the port of embarkation/departure port to the agreed port of destination and subsequently to arrange for onward transport of the Goods.
3.2 The Buyer shall only be entitled to be issued with the Bill of Lading or other document of title to the Goods and to take possession of the Goods, once the Goods have arrived at the agreed port of destination and the Company shall have been paid the price for the Goods in full or that portion of the price that is required to be paid at that time (as stipulated by the Company in its acceptance of order), whereupon the Buyer shall be entitled to take physical possession of the Goods.
3.3 Any dates specified by the Company for “delivery” (as defined above) of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time and usually governed by an agreed critical path procedure.
3.4 Subject to the other provisions of these conditions the Company shall not be liable under any provision of the Contract, including but not limited to this condition, for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits (even if such loss of profits is a direct and reasonably foreseeable loss), loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the “delivery” of the Goods.
3.5 If for any reason the Buyer fails to make payment of the price or that part of the price that is due when the Goods have arrived at the port of destination and/or to take possession of the Goods when they are notified to it to be available to be released into the possession of the Buyer, the Company may without prejudice to other remedies arrange to store the Goods until they are collected, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
3.6 The Buyer shall undertake at its expense the necessary arrangements for unloading the Goods from any container or vehicle in which the Goods have been transported to the port of destination and for loading the Goods onto transport provided by the Buyer for onward transport to the premises of the Buyer or any other premises to which the Goods are to be transported.

4. NON-DELIVERY

4.1 The quantity of any consignment of Goods as recorded by the Company on despatch from the premises of the Company’s manufacturer to the port of embarkation/departure port shall be conclusive evidence of the quantity that will be taken possession of by the Buyer on delivery to the port of destination unless the Buyer can provide conclusive evidence proving the contrary.

5. RISK/TITLE
5.1 The Goods are at the risk of the Buyer from the time of “delivery” as defined above and the obligation to insure passes at that time to the Buyer.
5.2 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 the Goods.
5.3 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 and accordingly the Company shall be entitled to maintain an action for the price.
5.4 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.

6. PRICE

6.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s acceptance of order.

7. PAYMENT
7.1 Payment of the price for the Goods is to be made in pounds sterling and the terms for payment shall be as specified in the Company’s acceptance of order or in accordance with any distribution agreement entered into between the Company and the Buyer.
7.2 No payment shall be deemed to have been received until the Company has received cleared funds.
7.3 All payments payable to the Company under each Contract entered into under these Conditions shall become due immediately on its termination despite any other provision.
7.4 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.
7.5 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 of 4% above the base lending rate from time to time of HSBC Bank plc, 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 Late Payment of Commercial Debts (Interest) Act 1998 if interest recoverable under such legislation exceeds that which is claimable under this condition 8.6. In addition, the Company shall be entitled to set off, withhold or deduct any sums which the Company is indebted to the Buyer for against the sums due but unpaid to the Company by the Buyer.

8. QUALITY

8.1 It is agreed and acknowledged that the Company is not the manufacturer of the Goods and accordingly, the Company’s only contractual responsibility shall be to: (i) communicate the terms of the Buyer’s order to its manufacturer (which will include the terms relating to quantity, description and any particular specifications) and (ii) endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company by the manufacturer but the Company shall have no liability for any inability on its part to do so. All terms conditions and warranties that might, but for this clause, be implied into the Contract (save as to the Company’s title to sell the goods to the Buyer) are excluded to the fullest extent permitted by Law.
8.2 The Buyer acknowledges and agrees by entering into the Contract that the above limitations and exclusions of liability are fair and reasonable in the circumstances. Subject to the Parties reaching agreement on terms for an additional payment, (reflecting the increased risk to the Company) the Company may but is not obliged to agree, to increase the financial level of its liability under the Contract generally or to a particular contract formed subject to these conditions.

9. LIMITATION OF LIABILITY

9.1 Nothing in these conditions excludes or limits the liability of the Company: 
(a) for death or personal injury caused by the Company’s negligence; or
(b) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(c) for fraud or fraudulent misrepresentation.
9.2 Subject to condition 9.1 above:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price (ie the price agreed in respect of the Goods); and
(b) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

10. FORCE MAJEURE
T
he Company reserves the right to defer the date of delivery or to cancel a Contract formed under these Conditions (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 in question that has been affected by force majeure.

11. GENERAL
11.1 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. Any dispute (other than relating to payment of the price) between the parties shall be referred in the first instance to mediation in accordance with the Centre for Dispute Resolution (CEDR) Model Mediation Procedure. To initiate a Mediation, a party shall give written notice to the other (a ‘Mediation Notice’) requesting Mediation, with a copy being forwarded to CEDR requesting CEDR to nominate a Mediator in the event that the parties have not previously agreed upon a choice of Mediator. The Mediation shall commence within 28 days of service of the Mediation Notice.

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