PAGURO LIMITED

WHOLESALE TERMS AND CONDITIONS

TERMS & CONDITIONS FOR THE SALE OF GOODS

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions, unless the context otherwise requires, the following words and expressions shall have the following meanings respectively:

“Buyer” means the person, firm or company who purchases the Goods from the Seller with the intention of retailing them to purchasers within the United Kingdom only.

“Conditions” means only the standard terms and conditions of sale set out in this document together with any special terms, conditions or amendments to those standard terms and conditions as have been specifically agreed in writing between the Buyer and the Seller.

“Contract” means any contract between the Seller and the Buyer for the sale and purchase of the Goods and shall comprise solely of an Order and the Conditions PROVIDED THAT, if there is any apparent conflict between the Order and the Conditions then, unless otherwise specifically agreed in writing by both parties, the Conditions will take priority and the term ‘Contract’ will exclude all such conflicting words or terms.

“Delivery Point” means the address provided by the Buyer to which the Goods will be delivered under condition 4.

“Goods” means any goods agreed in the Contract to be supplied by the Seller to the Buyer.

“Order” means an order for the purchase of Goods by the Buyer which is unconditionally accepted by the Seller.

“Seller” means Paguro Limited the registered address of which is 25 Clifton Road, Ruddington, Nottingham NG11 6DD, United Kingdom, and which is the importer (where appropriate) and distributor of the Goods.

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.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 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 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 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 Seller’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 Seller. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract. Nothing in this condition shall exclude or limit the Seller’s liability for fraudulent misrepresentation.
2.4 Each Order or acceptance of a quotation for Goods by the Buyer from the Seller shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued by the Seller or (if earlier) the Seller delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its Order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Seller despatches an acknowledgement of Order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Seller has not previously withdrawn it.
2.8 No Order may be cancelled by the Buyer except with the agreement in writing of the Seller. Any such agreement will be subject to the Buyer indemnifying the Seller in full against all loss (including loss of profit), costs, damages, charges and expenses incurred by the Seller as a result of cancellation.

3. DESCRIPTION

3.1 The quantity and description of the Goods shall be as set out in the Seller’s quotation or acknowledgement of Order.
3.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Seller and any descriptions or illustrations contained in the Seller’s catalogues 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 and this is not a sale by sample.

4. PRICE

4.1 Unless otherwise agreed by the Seller in writing, the price for the Goods shall be the price set out in the Seller’s wholesale price list furnished by the Seller to the Buyer. No discounts will be given unless specifically agreed in writing by the Seller.
4.2 The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which shall be for the account of the Buyer.
4.3 The prices for the Goods are subject to change without prior notice to the Buyer before acceptance of the Order is issued.

5. BUYER’S SELLING PRICE

5.1 The Buyer is advised to give due regard to the recommended retail price as stated on the wholesale price list.

6. ORDERS

6.1 All Orders shall set out the description of the Goods and the respective quantities and in the case of customised or custom-made Goods shall include all graphics and/or required text, in both electronic format (in a file format approved by the Seller), and in a standard font (together the ‘Graphic Files’). The Buyer warrants that the Graphic Files are complete and accurate and relieves the Seller of all liability for replicating any errors in them. The Buyer also acknowledges that it may be impossible to replicate colours exactly due to the manufacturing processes used.
6.2 Upon receipt of an Order, the Seller shall within five (5) working days issue the Buyer an invoice stating the total price for the Order including value added tax and charges in relation to packaging, loading, unloading, carriage and insurance.
6.3 The Buyer shall within seven (7) calendar days of the date of the Seller’s invoice make payment for the Order in accordance with condition 7 below.
6.4 A minimum of 5 items per model is required for any Order except for customised or custom-made Goods for which the minimum order will be advised at the time the quotation is provided. A combination of colour choices is permitted, except for customised or custom-made Goods.
6.5 Changes to or cancellation of Orders made by the Buyer and received by the Seller are not allowed if the Order has been processed by the Seller. Any request for changes to an Order must be made in writing by the Buyer.

7. PAYMENT

7.1 Payment for the Goods shall be made in accordance with the Payment Terms set out more particularly in the invoice issued by the Seller in respect of the Order including value added tax and charges in relation to packaging, loading, unloading, carriage and insurance within seven (7) calendar days of the date of the Seller’s invoice. Payment shall be made in pounds sterling.
7.2 No payment shall be deemed to have been received until the Seller has received cleared funds.
7.3 The Seller will not process and despatch the Goods mentioned in the Order until and unless payment for the Order has been received by the Seller. Upon receipt of cleared payment from the Buyer, the Seller shall process the Order and despatch the Goods to the Buyer’s nominated Delivery Point.
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 unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Seller to the Buyer.
7.5 In the event that the Buyer fails to pay the Seller any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of Lloyds Bank plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Seller reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

8. DELIVERY

8.1 Delivery of the Goods shall take place at the Delivery Point.
8.2 All deliveries within the United Kingdom are sent via Royal Mail Recorded Delivery or an equivalent courier service.
8.3 Any dates specified by the Seller for delivery 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.
8.4 The quantity of any consignment of Goods as recorded by the Seller on despatch from the Seller’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
8.5 Subject to the other provisions of these conditions the Seller 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 the Seller’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds one hundred and eighty (180) days.
8.6 If for any reason the Buyer fails to accept delivery of any of the Goods when they are delivered to the Delivery Point, the Seller is unable to deliver the Goods because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Seller’s negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Seller may store the Goods until the next arranged delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, return delivery charges, storage and insurance).
8.7 Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note to the Buyer for such Goods.

9. RISK/TITLE

9.1 The Goods are at the risk of the Buyer from the time the Goods are despatched via Royal Mail Recorded Delivery or an equivalent courier service.
9.2 Ownership of the Goods shall not pass to the Buyer until the Seller has received in full (in 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 the Seller from the Buyer on any account.
9.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Seller’s bailee;
(b) store the Goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
(d) not resell the Goods; and
(e) maintain the Goods in satisfactory condition and keep them insured on the Seller’s behalf for their full price against all risks to the reasonable satisfaction of the Seller. On request the Buyer shall produce the policy of insurance to the Seller.
9.4 The Buyer grants the Seller, 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 recover them where the Buyer’s right to possession has terminated.
9.5 If the Buyer becomes bankrupt or enters into liquidation whether voluntary or compulsory, has a receiver or administrator appointed over all or part of its assets, enters into a composition or arrangement with its creditors or breaches any of these Conditions, the Seller may (without prejudice to any other right or remedy) by notice in writing immediately revoke the Buyer’s authority to sell the Goods; recover and resell any of the Goods; and enter the Buyer’s premises for these purposes.
9.6 The Buyer shall not be entitled, in any way, to charge by way of security for any indebtedness, any of the Goods which remain the property of the Seller, but if the Buyer does so, all moneys owing by the Buyer to the Seller shall, without prejudice to any other right or remedy of the Seller, immediately become due and payable.

10. SELLING

10.1 The Buyer is only allowed to sell the Goods to individual customers (as opposed to organisations) via the sales channel/premises which have been agreed in writing by the Seller.
10.2 Re-sale of the goods by the Buyer via the internet is strictly prohibited unless the Seller has given the Buyer a prior written approval. If approval is given to sell online, all photography/ copy will be provided by the Seller. Where the Buyer wishes to have their own photography/ copy this should be agreed in advance by one of the directors of the Seller. Online retailers are only authorised to sell through and ship to the UK. Shipping outside this territory is strictly forbidden.
10.3 Sale of the goods to a third party or via a third party is strictly prohibited. Examples of this include sale of the products on Amazon, Ebay or perhaps selling to a local hotel, etc.
10.4 If approval to sell online is granted, the products can only be advertised on the website as approved by the Seller. The Seller prohibits the advertising of the goods via any other 3rd party. Examples include affiliate marketing, voucher code websites, price comparison websites, etc. If the Buyer promotes offers via these channels, such offers should not be redeemable against the Goods.
10.5 The Seller may at any time revoke the Buyer’s power of sale by notice to the Buyer.
10.6 The Buyer’s power of sale shall automatically cease if a receiver is appointed over any of the assets or undertakings of the Buyer or if a winding up order is made against the Buyer or if the Buyer goes into liquidation (otherwise than for the purpose of reconstruction or amalgamation) or causes a meeting of creditors or makes any arrangement or composition with creditors or shall commit any act of bankruptcy or allows execution to be levied against its goods.
10.7 Upon determination of the Buyer’s power of sale, the Buyer shall place the Goods at the disposal of the Seller, who shall be entitled, using such force as is necessary, to enter any premises of the Buyer at any time, for the purpose of removing the Goods.
10.8 In the event of the Seller repossessing the Goods, the Buyer shall be liable to pay the difference between the price of the Goods and their value on repossession and in the event of the Seller being entitled to repossess the Goods but being unable to do so for any reason whatsoever the Buyer shall pay to the Seller the full price thereof.

11. QUALITY

11.1 All Goods are carefully handcrafted to specifications and may have minor variations in colour and texture that contribute to each product’s unique style and value.
11.2 Where the Seller is not the manufacturer of the Goods, the Seller shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Seller.
11.3 The Seller warrants that (subject to the other provisions of these conditions) on delivery, the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
11.4 The Seller shall not be liable for a breach of the warranty in condition 11.3 unless:
(a) the Buyer gives written notice of the defect to the Seller within seven (7) days of the time when the Buyer discovers or ought to have discovered the defect; and
(b) the Seller is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Seller’s cost for the examination to take place there.

12. LIMITATION OF LIABILITY

12.1 Any typographical, clerical or other manifest error or omission in any quotation, price list, Order, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
12.2 If the Seller fails to deliver the Goods for any reason other than (a) any cause beyond the Seller’s reasonable control or (b) the Buyer’s fault, then the Seller’s liability shall, without prejudice to Condition 12.3 below, be limited to the excess over the price of the Goods, if any, of the reasonable cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered.
12.3 The Seller’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.
12.4 The Seller 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.
12.5 Nothing in these terms shall be interpreted as excluding or limiting the Seller’s liability for death or personal injury arising from its negligence, or for fraudulent misrepresentation.

13. TRADEMARKS

13.1 The Buyer shall make use of the manufacturer’s trademarks, trade names or any other symbols, but for the only purpose of identifying and advertising the Goods, within the scope of his activity as retailer of the Goods.
13.2 The Buyer hereby agrees neither to register nor to have registered, any trademarks, trade names or symbols of the manufacturer (nor any trademarks, trade names or symbols of the manufacturer that may be confused with the manufacturer’s ones), in the Territory or elsewhere.
13.3 The Buyer further agrees not to include the above trademarks, trade names or symbols of the manufacturer in the Buyer’s own trade or company name

14. ASSIGNMENT

14.1 The Seller may assign the Contract or any part of it to any person, firm or seller.
14.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

15. FORCE MAJEURE

15.1 The Seller reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business or complying with its obligations under the Contract due to circumstances beyond the reasonable control of the Seller 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 any of the Goods, provided that, if the event in question continues for a continuous period in excess of ninety (90) days, the Buyer shall be entitled to give notice in writing to the Seller to terminate the Contract.

16. GENERAL

16.1 Each right or remedy of the Seller under the Contract is without prejudice to any other right or remedy of the Seller whether under the Contract or not.
16.2 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.
16.3 Failure or delay by the Seller 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.
16.4 Any waiver by the Seller of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.5 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.
16.6 Any notice required to be given under these Conditions shall be in writing and sent to the other party at its registered office or principle place of business. Further, it must be delivered to the other party by (i) generally accepted express courier service, all courier charges prepaid, or (ii) by personal delivery, or (iii) by certified mail with return receipt (all postage prepaid. Receipt of any such notice shall be deemed to have taken place at the time of delivery (as evidenced by a signed receipt in the case of mail or courier deliveries) except where delivery takes place after 17:00 on a working day, in which case it shall be treated as having taken place at 09.00 on the following working day.
16.7 The Buyers shall not be entitled to assign the whole or any part of any Contract without the prior written consent of the Seller.
16.8 All aspects of these Conditions, and the formation, existence, construction, performance, validity and all aspects of each Contract, shall be governed by English law, and the parties submit to the exclusive jurisdiction of the English courts.