Terms and conditions of use
1.1 The following definitions and rules of interpretation apply to these conditions.
Customer: the person, firm or company who purchases the Goods from Europeanwear Ltd and who, by entering into this Contract with Europeanwear Ltd, is warranting that it is acting in the course of its trade or business.
Contract: any contract between Europeanwear Ltd and the Customer for the sale and purchase of the Goods, incorporating these conditions.
Delivery: completion of delivery of an Order by the Customer or its nominated agent taking physical possession of the Goods.
Delivery Date: the date on which the Goods are delivered to or collected by the Customer or, if Europeanwear Ltd tried to deliver the Goods but is unable to, the date on which Europeanwear Ltd attempted to have the Goods delivered.
Delivery Point: the place where delivery of the Goods is to take place.
Goods: any goods agreed in the Contract to be supplied to the Customer by Europeanwear Ltd (including any part or parts of them).
Europeanwear: Europeanwear Ltd incorporated and registered in England and Wales with company number 06599155 whose registered office is at 85 Great Portland Street, First Floor, London W1W 7LT .
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. Any EU law, directive or regulation which currently applies to this contract shall, in the event of the UK’s departure from the EU, have its applicability superseded by any replacing English or Welsh act or statutory instrument.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 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 Customer 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 Customer’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 Europeanwear’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 Europeanwear Ltd. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Europeanwear Ltd which is not set out in the Contract. Nothing in this condition shall exclude or limit Europeanwear Ltd’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Customer from Europeanwear Ltd shall be deemed to be an offer by the Customer to buy Goods subject to these conditions.
2.5 No order placed by the Customer shall be deemed to be accepted by Europeanwear Ltd until an acceptance of the order is confirmed by Europeanwear Ltd, by whatever means appropriate, or (if earlier) Europeanwear Ltd delivers the Goods to the Customer.
2.6 The Customer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation given by Europeanwear Ltd is subject to change at Europeanwear Ltd’s absolute discretion but shall remain open for acceptance by the Customer provided that Europeanwear Ltd has not previously withdrawn it or any timescale placed on acceptance has expired.
2.8 Europeanwear Ltd may, at its absolute discretion, sell branded and private label products to authorised Customers. In the event of any such sales, the Customer in question must not:
(a) advertise, promote, distribute, sell or market the products in any way that disparages, misrepresents or injures the Europeanwear Ltd brand;
(b) distribute or sell Europeanwear Ltd products employing any illegal, deceptive, undesirable, or improper advertising, marketing or selling practice, including predatory or “loss leader” pricing, bait and switch, or negative selling practices.
3.1 The quantity and description of the Goods shall be as set out in Europeanwear Ltd’s records which shall stand as absolute proof of what order the Customer made.
3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising issued or made available by Europeanwear Ltd and any descriptions or illustrations contained in Europeanwear Ltd’s catalogues, websites 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.
3.3 Size, style, fabric content, specification, quality, and colour and/or any other matters relating to the Goods should be checked by the Customer on receipt of the goods. It is the Customer’s sole responsibility to verify that the Goods delivered are what was ordered.
3.4 Europeanwear Ltd gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Customer has chosen them.
3.5 The Customer recognises that variation may occur from one dye batch to another and Europeanwear Ltd shall not be liable for any such variation in colour or size.
3.6 The Customer acknowledges and agrees that when a sample of the Goods has been shown to or inspected by the Customer any consequent sale does not constitute a sale by sample. A sample is defined by the quantity of less than 6 pieces and should be ordered prior to placing a larger order.
4.1 Unless otherwise agreed in writing by Europeanwear Ltd, the Delivery Point shall be the address agreed to at the time of the Customer placing their order or agreed to by Europeanwear Ltd. Collections from Europeanwear Ltd’s place of business are not permitted.
4.2 If the Customer wishes the Delivery Point to be anywhere other than previously agreed Delivery Point, the Customer must specifically request an alternative Delivery Point and pay the appropriate delivery charges.
4.3 The Customer shall take delivery of the Goods within 1-5 days of Europeanwear Ltd giving it notice that the Goods are ready for delivery.
4.4 Any dates specified by Europeanwear Ltd for delivery of the Goods (including making them available for collection) are an estimate only on which the Customer relies entirely at its own risk. Time for delivery shall not be, and shall not be capable of being made by notice, of the essence. If no exact dates are so specified, delivery shall be within a reasonable time (with Europeanwear Ltd’s view being final as to what constitutes reasonable).
4.5 Subject to the other provisions of these conditions Europeanwear Ltd shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, 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 (even if caused by Europeanwear Ltd’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless 150 days has passed from the estimated delivery date.
4.6 Where the Customer has requested that the Goods be delivered any alternative third party or location, Europeanwear Ltd shall not be liable for any non or late delivery in respect of the Goods unless the reason for the non or late delivery is an error by Europeanwear Ltd in sending the Goods to the incorrect address. Save for that, and subject to clause 12.3. Europeanwear Ltd expressly excludes all liability in relation to non-delivery of Goods to an alternative address or location.
4.7 If for any reason the Customer fails to accept delivery of any of the Goods when they are ready for delivery, or Europeanwear Ltd is unable to deliver the Goods because the Customer has not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to the Customer (including for loss or damage caused by Europeanwear Ltd’s negligence); (b) the Goods shall be deemed to have been delivered; and (c) Europeanwear Ltd may store the Goods until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.8 The Customer shall provide at the Delivery Point and at its expense adequate and appropriate equipment and manual labour for unloading the Goods and generally taking receipt of them.
4.9 If Europeanwear Ltd delivers to the Customer a quantity of Goods of up to 10% more or less than the quantity ordered, the Customer shall not be entitled to object to or reject the Goods or any of them by reason of the surplus or shortfall and shall pay for such goods at the pro rata Contract rate.
4.10 Europeanwear Ltd may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.11 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
4.12 If the Delivery Point is to be outside the UK: (a) The Customer shall obtain all necessary import licences, clearances and other consents necessary for the purchase of the Goods. (b) The Customer must comply with all applicable laws and regulations of the country for which the products are destined. Europeanwear Ltd will not be liable for any breach by the Customer of any such laws. (c) Risk in and responsibility for the Goods shall pass to the Customer once they have been delivered to the carrier appointed to deliver the Goods and the Customer shall maintain appropriate insurance and communication with the carrier for the goods in transit unless stated otherwise by Europeanwear Ltd (d) Large orders may incur additional costs or extended delivery times. If applicable a member of our Customer Services team will discuss with you.
4.13 If the Customer pays for a premium delivery service, such deliveries can be made at any time from 7.00am onwards. If the Customer is not available to take delivery at that time, clause 8 may (at Europeanwear Ltd’s discretion) apply.
5.1 The quantity of any consignment of Goods as recorded by Europeanwear Ltd upon despatch from Europeanwear Ltd’s place of business, carrier or freight forwarder shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary (such evidence shall not include witness evidence from any of the Customer’s employees).
5.2 Europeanwear Ltd shall not be liable for any non-delivery of Goods (even if caused by Europeanwear Ltd’s negligence) unless the Customer gives written notice to Europeanwear Ltd of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
5.3 Any liability of Europeanwear Ltd for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
6.1 Subject to clause 4.12(c), the Goods are at the risk of the Customer from the time of Delivery.
6.2 Ownership of the Goods shall not pass to the Customer until Europeanwear Ltd has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to Europeanwear Ltd from the Customer on any account or for any reason.
6.3 Until ownership of the Goods has passed to the Customer, the Customer shall:
(a) hold the Goods on a fiduciary basis as Europeanwear Ltd’s bailee;
(b) store the Goods (at no cost to Europeanwear Ltd) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as Europeanwear Ltd’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep them insured on Europeanwear Ltd’s behalf for their full price against all risks to the reasonable satisfaction of Europeanwear Ltd. On request the Customer shall produce the policy of insurance to Europeanwear Ltd.
6.4 In relation to Goods which the Customer has purchased specifically for the purposes of re-sale, the Customer may sell the Goods in the ordinary course of its business before ownership has passed to it.
6.5 The Customer’s right to possession of the Goods shall terminate immediately if:
(a) the Customer takes any steps or has any steps taken against it in connection with the Customer’s insolvency (or potential or likely insolvency); or
(b) on either a balance sheet or cash-flow basis, the Customer is unable to pay its debts as and when they fall due; or
(c) the Customer encumbers or in any way charges any of the Goods.
6.6 If any circumstances arise which terminate or may terminate the Customer’s right to possession of the Goods, the Customer must immediately inform Europeanwear Ltd. If the Customer fails to inform Europeanwear Ltd, then the Customer shall hold the Goods on trust for Europeanwear Ltd until such time as the Goods have been recovered by Europeanwear Ltd from the Customer.
6.7 Europeanwear Ltd shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Europeanwear Ltd.
6.8 The Customer grants Europeanwear Ltd, 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 Customer’s right to possession has terminated, to recover them.
6.9 Where Europeanwear Ltd is unable to determine whether any Goods are the goods in respect of which the Customer’s right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by Europeanwear Ltd to the Customer in the order in which they were invoiced to the Customer.
6.10 On termination of the Contract, howsoever caused, Europeanwear Ltd’s (but not the Customer’s) rights contained in this condition 6 shall remain in effect.
7.1 Unless otherwise agreed by Europeanwear Ltd in writing (including email), the price for the Goods shall be those prices set out in Europeanwear Ltd’s price list published in force on wholesale-clothes.co.uk at the time that the order is made. However, Europeanwear Ltd retains the absolute right to vary the price payable for the Goods between the date of order and the date of despatch save that if the price variation gives rise to an increase of more than 15% on the original price agreed, the Customer shall have the option to cancel the order unless the Goods have been customised for the Customer in which case the right to cancel shall not arise.
7.2 If the Customer is to pay the price other than in UK pounds sterling, the price shall be calculated as the sterling equivalent of the published price using the currency exchange rate of Europeanwear Ltd’s bank which applies at the time that the order is made.
7.3 The delivery charges shall be those set out on Europeanwear Ltd’s website as at the date of delivery or deemed delivery or as otherwise communicated by Europeanwear Ltd to the Customer.
8. RETURNING GOODS
8.1 Subject to the Customer having a right to return the Goods pursuant to these terms, all sales are final. However Europeanwear Ltd does, subject to the terms of this clause, recognise that there may be occasions when it is appropriate to accept returns from the Customer and Europeanwear Ltd may, on a case by case basis, consider doing so (but shall not be under any obligation to do so). For the purposes of this clause, any Goods which the Customer wants to return shall be referred to as “Returned Goods”.
8.2 Europeanwear Ltd will, in any circumstances, only accept returns if the following conditions are met:
(a) The Customer shall provide a proper invoice and despatch note number in respect of the Returned Goods;
(b) Europeanwear Ltd must have issued a valid returns authorisation note in respect of the Returned Goods;
(c) By way of a restocking charge, the Customer shall pay to Europeanwear Ltd a sum equivalent to either £10 (or equivalent in Euros or Dollars if applicable) or 20% of the price of the Returned Goods (whichever is greater and at Europeanwear Ltd’s discretion);
(d) The Returned Goods must not have been worn (including tried on) and must be returned in their original unopened packaging;
(e) The Returned Goods must be returned with all original documentation that was supplied with the Goods;
(f) Europeanwear Ltd retain the right to refuse Returned Goods should Europeanwear Ltd deem them to be unsuitable for resale;
(g) The Customer will either:
(i) pay for and arrange the return of the Returned Goods; or
(ii) if Europeanwear Ltd agrees to recover the Returned Goods pay to Europeanwear Ltd a charge of £15/€18 per box of Returned Goods. In the event that Europeanwear Ltd’s carrier attends to collect the Returned Goods and that collection is not possible owing to a default of the Customer, a charge of £15/€18 will be payable by the Customer to Europeanwear Ltd.
(h) The value of the Returned Goods must not exceed 3% of the Customer total spend with Europeanwear Ltd during the preceding 12 month period. If the Returned Goods does exceed 3%, whether with Europeanwear Ltd’s consent or otherwise, a restock charge of 25% of the price of the Returned Goods in question may, at Europeanwear Ltd’s absolute discretion, be charged (such charge subject to a £50, or Euro equivalent, minimum).
8.3 The following Goods will not be eligible to be returned pursuant to this clause:
(a) Any products made bespoke and approved by the customer;
(b) Underwear including baselayer shorts leggings bras and skirts;
(c) Consumables (as defined from time to time by Europeanwear Ltd);
(d) Any Goods which Europeanwear Ltd does not carry as core stock (as defined by Europeanwear Ltd from time to time);
(e) Any Goods which have been ordered as bespoke Goods by the Customer (for example, embroidered and/or personalised Goods);
(g) Any Goods which have been in the possession of the Customer for more than 20 days after delivery;
(h) sale or products negotiated on a one basis;
(i) discontinued lines;
(j) seasonal products;
(k) Any Goods which have, as their function, the protection of health and safety and/or the hygiene of the wearer. By way of (non-exhaustive) examples, high visibility garments, earplugs, face masks and goggles.
8.4 If Goods despatched by Europeanwear Ltd are returned because the address (or other matter in relation to the Goods) given by the Customer was incorrect, then in addition to any restocking charge that may apply, the Customer shall pay to Europeanwear Ltd a fee of £10.00 (or Euro equivalent) or 20% of the value of the goods (whichever is greater).
9.1 The price for the Goods and all other charges shall be exclusive of any value added tax (if applicable) and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Customer shall pay in addition when it is due to pay for the Goods
9.2 If the Customer orders Goods using any Delivery service other than ‘Economical’ via our website, the delivery may be subject to export and/or import duties and taxes. The Customer will be responsible for payment of any such export and/or import duties and taxes. If Europeanwear Ltd incurs any export charges, these shall be reimbursed to Europeanwear Ltd by the Customer within 7 days of Europeanwear Ltd making a demand for any such charges.
9.3 The Customer is entirely responsible for properly accounting for any tax that the Customer is due to pay in connection with any dealings with Europeanwear Ltd.
10.1 Unless agreed otherwise by Europeanwear Ltd, a Customer who is not on credit terms must make payment for the Goods at the time that the order is made.
10.2 Europeanwear Ltd may, at its absolute discretion, agree to provide a Customer with credit terms for payment. In asking for credit, the Customer is warranting that (i) the Goods are being purchased in the course of the Customer’s business, and (ii) as at the date of each order the Customer is not aware of any circumstances which might mean that the Customer cannot pay for the Goods. Europeanwear Ltd shall be under no liability to offer credit to the Customer. However, if Europeanwear Ltd does agree to provide Goods on credit, the following shall apply:
(a) Credit will not be extended to the Customer unless approved in writing by Europeanwear Ltd.
(b) Where credit has been granted, payment is due within fourteen days of the Delivery Date unless otherwise agreed in writing.
(c) Goods will not be despatched when a Customer’s account is overdue or the credit limit has been exceeded.
10.3 No payment shall be deemed to have been received until Europeanwear Ltd has received cleared funds. Europeanwear Ltd shall be due payment in respect of any Goods even if no invoice has been raised and the raising and/or issuing of an invoice shall not be a pre-condition to Europeanwear Ltd’s entitlement to be paid.
10.4 Europeanwear Ltd reserve the right to withdraw credit facilities at its sole discretion. No further explanation will need to be provided.
10.5 All payments payable to Europeanwear Ltd under the Contract shall become due immediately on its termination despite any other provision.
10.6 If any payments are made by way of credit card, Europeanwear Ltd shall be at liberty to charge a fee on top of the payment sum which represents any charge levied on Europeanwear Ltd by the credit card handler or operator.
10.7 Subject to clause 10.8, the Customer 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 Customer has a valid court order requiring an amount equal to such deduction to be paid by Europeanwear Ltd to the Customer.
10.8 Europeanwear Ltd may allow a prompt payment discount at such rate as is agreed with the Customer. The period when such payment must be made in order to qualify as ‘prompt’ will also be agreed between Europeanwear Ltd and the Customer. If the payment is not made promptly, Europeanwear Ltd shall be entitled to be paid the full amount excluding the discount.
10.9 Europeanwear Ltd shall have a general and particular lien on all money and property which the Customer owns or is entitled to possess which is in the possession of Europeanwear Ltd or its agents which Europeanwear Ltd may sell as the Customer’s agent to reduce the Customer’s debt to Europeanwear Ltd.
10.10 If the Customer fails to pay Europeanwear Ltd any sum due pursuant to the Contract, the Customer shall be liable to pay interest to Europeanwear Ltd on such sum from the due date for payment at a rate of 2% per calendar month or part in which payment is overdue. Interest remains payable after judgment. Europeanwear Ltd reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998. In addition to the aforesaid, the Customer shall be liable to pay Europeanwear Ltd as a debt any costs/charges/fees incurred (plus VAT) by Europeanwear Ltd and/or their agents in connection with any unpaid sums due to Europeanwear Ltd from the Customer.
10.11 Returned or represented cheques will incur a charge of £20.00/€24 per representation.
11.1. Europeanwear Ltd only guarantees the Products its distributes against possible flaws deriving from production defects therefore gives no such warranties, express or implied, as to the quality of the Goods and all such warranties are hereby excluded from the contract.
11.2 Upon written request from the Customer, Europeanwear Ltd shall endeavour, but shall not be obliged to, transfer to the Customer the benefit of any warranty or guarantee given to Europeanwear Ltd by the manufacturer but only insofar as any such warranty or guarantee has been given to Europeanwear Ltd. This is for third party supplied products such as, but not limited to, mouth guards and tackle equipment.
11.3 Europeanwear Ltd only guarantees material integrity of products upon delivery, possible defects covered but his guarantee must be communicated by the client under penalty of forfeiture no later than 8 days of Delivery Date.
12. LIMITATION OF LIABILITY
12.1 The following provisions set out the entire financial liability of Europeanwear Ltd (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract;
(d) any other matter arising out of or in connection with the sale or prospective of the Goods
12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these conditions excludes or limits the liability of Europeanwear Ltd:
(a) for death or personal injury caused by Europeanwear Ltd’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for Europeanwear Ltd to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
12.4 Subject to condition 12.2 and condition 12.3:
(a) Europeanwear Ltd’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, at Europeanwear Ltd’s sole election, either:
(i) repairing or replacing the Goods (or appropriate part thereof) provided that, if Europeanwear Ltd so requests, the Customer shall, at the Customer’s expense, return the Goods or the part of such Goods which are being replaced to Europeanwear Ltd; or
(ii) the price paid for the Goods.
(b) Europeanwear Ltd shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, 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.
12.5 Europeanwear Ltd’s liability shall only be in relation to the Goods themselves. If the Goods are applied to or used in connection with any other goods or products, Europeanwear Ltd shall have no liability for any loss or damage to the products which the Goods were used in connection with, or any loss or damage arising out of or in connection with those products.
12.6 Europeanwear Ltd advise the Customer to test any Goods before applying them to or using them in connection with any other products. If the Goods are equipment that the Customer is going to use, the Customer is strongly advised to obtain proper training about the operation, use, maintenance and security of the Goods. Europeanwear Ltd shall have no liability in respect of any problems that arise with the Goods in circumstances were the Customer did not test the Goods and/or obtain proper training and the problem(s) which arose could have been resolved had training been given.
12.7 Europeanwear Ltd shall not be liable for a breach of contract in respect of the Goods or any matters relating to them insofar as:
(a) the Customer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Customer failed to follow Europeanwear Ltd’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Customer alters or repairs such Goods without the written consent of Europeanwear Ltd;
(d) the Customer is responsible for causing the problem, whatever it may be.
12.8 The Customer acknowledges that the price paid for the Goods is, in part, referable to the amount of risk that Europeanwear Ltd is prepared to accept. If the Customer wants Europeanwear Ltd to accept more risk, then the Customer can suggest this to Europeanwear Ltd and a higher price may be agreed for the Goods to reflect Europeanwear Ltd’s greater risk. Whatever price is paid for the Goods, the Customer hereby acknowledges that the amount of risk Europeanwear Ltd accepts is reasonable by reference to the price charged for the Goods.
13.1 If the Customer breaches any of the terms of this contract or becomes, or in the reasonable opinion of Europeanwear Ltd is likely to become, insolvent Europeanwear Ltd may (without prejudice to its other rights) forthwith terminate this agreement.
In the event that this agreement is terminated by Europeanwear Ltd:
(a) it shall be entitled to be immediately paid any and all sums due to it from the Customer whether in respect of this or any other contract and including any monies unpaid as a result of credit which Europeanwear Ltd has provided to the Customer;
(b) insofar as the Goods have not been delivered prior to termination, Europeanwear Ltd shall be discharged from any obligation to supply the Goods.
14.1 Europeanwear Ltd may assign the Contract or any part of it to any person, firm or company.
14.2 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of Europeanwear Ltd.
15. FORCE MAJEURE
Europeanwear Ltd reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Europeanwear Ltd 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 180 days, the Customer shall be entitled to give notice in writing to Europeanwear Ltd to terminate the Contract.
16. WEBSITE USE
16.1 The Customer must not use Europeanwear Ltd’s website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
16.2 The Customer must not use Europeanwear Ltd’s 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.
16.3 The Customer must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting), scanning or probing for exploits on or in relation to this website without Europeanwear Ltd’s express written consent.
16.4 The Customer must not use Europeanwear Ltd’s website to transmit or send unsolicited commercial communications.
17.1 Each right or remedy of Europeanwear Ltd under the Contract is without prejudice to any other right or remedy of Europeanwear Ltd whether under the Contract or not.
17.2 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.
17.3 Failure or delay by Europeanwear Ltd 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.
17.4 Europeanwear Ltd does, and may, from time to time monitor or record telephone calls between it and the Customer (or a prospective Customer).
17.5 Any waiver by Europeanwear Ltd of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
17.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
17.7 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 and Welsh courts.
17.8 Freight charges are applicable on all equipment.
18. PATENTS, TRADEMARKS, DESTINCTIVE DESIGNS, STORYBOARDS AND SOFTWARE
18.1 The Customer expressly acknowledges that the Europeanwear Ltd name and registered distinctive signs, its graphic composition and know-how relating to the supplied products are Europeanwear Ltd intellectual and industrial property.
18.2 The Customer should not be entitled to use, remove or cancel any indication relating to patents, trademarks commercial denominations or dominations of origin affixed by Europeanwear onto the supplied products without the prior written authorisation by Serious.
ALL TRANSACTIONS ARE SUBJECT TO THE COMPANY’S FULL TERMS AND CONDITIONS OF SALE.
Mistakes are possible: All goods should be checked upon receipt, as worn, printed, embroidered, washed or otherwise processed goods cannot be returned.
PLEASE NOTE: We always recommend that all goods within the website and promotional material are checked for their suitability of purpose to any application process (including embroidery and printing), including wearer trials. Any alterations to goods will deem them unreturnable.
ALL COLOURS AND SIZES DETAILED OR ILLUSTRATED ARE FOR GUIDANCE ONLY.
Some colours are not a true representation of their appearance such as Grey marl, are examples of colours/styling that cannot be accurately displayed. In the event confusion occurs with colour icons, Europeanwear Ltd will not be held responsible for any losses incurred. We always recommend samples of garments are obtained in advance of orders being placed.