Terms & Conditions of Sale

Fashion R Limited, 23 Old Bond Street, London W1 4PZ.

1. GENERAL

All contacts for the sale of goods (‘the goods’) by Fashion R Ltd (‘The Company’) are made subject to the following terms and conditions to the exclusion of all other terms and conditions whether contained in the Customer’s Order or any other document (or implied by trade practice or custom) and no additions or variations hereto shall take effect unless made in writing and signed by a Director of the Company.

No Goods supplied by the Company to the Customer shall (unless specifically agreed in writing signed by a Director of the Company from time to time) be sold or otherwise disposed of by the Customer other than by way of retail sale to the general public at business premises known to the Company and owned or operated by the Customer at a date of acceptance of the Contract Date. Where the customer owns/operated from more than one premises the Company must agree in writing the sale of goods within each location.

•The Customer’s Orders shall be deemed to be an offer to purchase the Goods specified in the Order in the styles, colours and sizes as may be available to the Company or its suppliers.

No goods supplied by the Company to the Customer shall be sold on the internet unless specifically agreed in writing signed by a director of the Company from time to time.

2. ORDERS

The Company shall sell and the Customer shall purchase Goods on a non-exclusive basis pursuant to any order of the Customer made or confirmed in writing which is accepted by the Company. The Company shall be under no obligation to verify the authority of any person placing an order for the Customer.

No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall pay to the Company a cancellation fee equal to 40% of the contract price by way of liquidated damages.

The Company shall be entitled (without prejudice to any other remedy and without liability on its part) to cancel or suspend performance of the contract in the event of any of the Customer’s commitments (including minimum order commitments) to the Company not being met or if the Company is at any time of the opinion that such commitments may not be met in full by the Customer.

3. PRICES AND PAYMENT

All prices quoted are net of all discounts and exclusive of Value Added Tax and delivery charges and are based on prices charged to the Company by its suppliers and the cost of transport and of conforming to statutory obligations ruling at the date of quotation or order. The Company reserves the right to amend the price to take account of any variations in such prices or costs between that date and the date of dispatch.

The Company shall be entitled to invoice the Customer for all delivery charges incurred by the Company in respect of delivery of the Goods to the Customer’s premises from the Customer’s premises in the United Kingdom.

Payment in full must be made without any deduction within 30 days from the invoice date, and all invoices shall be deemed to have been received by the Customer within 7 days of their date unless it is proved otherwise. Payment for all special, repeat and immediate orders will be required prior to the goods being dispatched.

All accounts overdue and unpaid for more than 10 days after the due date shall bear interest at the rate of 2% per month from the due date until payment.

The Company shall at its sole discretion be entitled to treat the Customer’s default on any invoice as a default on all invoice issued by the Company and to be issued in respect of any order already placed by the Customer, and all such invoices shall become immediately due for payment together with interest in accordance with clause 3 (d). Such default shall also entitle the Company as its sole discretion to terminate the Customers credit facility forthwith and cancel any outstanding orders and to charge 40% cancellation fee on any cancelled order.

The Company shall be entitled to recover from the Customer any and all costs, expenses and other sums which it may reasonably incur through the appointment of any person to recover (whether by due legal process or otherwise) any sum due from the Customer pursuant to these Conditions of Sale and/or any credit agreement between the Company and the Customer.

The Company shall be entitled to charge £50 for any cheque returned unpaid to the Company.

4. TITLE

Title to Goods shall not pass to the Customer until payment in full for all goods contracted to be sold by the Company to the Customer have been received by the Company. Unless a particular invoice is specified by the Customer on making payment and accepted by the Company all sums received by the Company from the Customer shall be deemed to be in payment of the Company’s invoices by reference to their date order commencing with the earliest order.

Pending payment in full for the Goods the Customer shall store the Goods separately or in such a way that they are clearly identifiable as the property of the Company and shall keep the Goods fully insured against all usual risks at it’s own expense The Customer shall hold the proceeds of any insurance claim in respect of the Goods (to the extent of the Customer’s outstanding liability to the Company) on trust for the Company and shall remit such proceeds to the Company forthwith on receipt thereof.

Notwithstanding the provisions of paragraph (4b) the Customer shall be entitled to resell the Goods to third parties PROVIDED THAT the Customer shall hold the proceeds of sale of any Goods (to the extent of the Customer’s outstanding liability to the Company) on trust for the Company.

The Company shall be entitled to at any time to take possession of any Goods which remain the property of the Company to enter the Customer’s premises for such purpose.

Notwithstanding anything contained herein risk in the Goods passes to the Customer or his agent (whichever is appropriate) on delivery thereof.

5. REJECTION

The Customer shall be entitled to reject the Goods only if they are damaged or defective.

Any Goods which the Customer wishes to reject must be returned to the Company in accordance with the Company’s Authorised Returns Procedure from time to time (a copy of which is available upon request). No claim will be entertained outside this procedure nor if the Goods have been put through any process after delivery or any attempt has been made to alter or repair the Goods.

Unless otherwise agreed in writing , no Goods shall be supplied on approval or on a sale or returns basis.

The liability of the Company in relation to the damaged or defective Goods rejected by the Customer shall be limited to their repair or replacement free of charge by the Company and the Company shall not be bound to make refunds or allow credit to the Customer in any case where the Company is able to repair or replace such Goods.

6. DELIVERY

All delivery dates indicated on the Customer’s Order are ex-factory and the Company shall not be liable in any manner whatsoever for any failure to dispatch the Goods on any date(s) quoted. The Customer shall not be entitled to specify the date of delivery for any of the Goods and the Company shall be entitled to deliver the Goods in one or more deliveries at any time. Any delivery dates shown on the Customer’s Order are an Indication of the delivery dates then anticipated by the Company and do not constitute a commitment to deliver the Goods referred to in the Customer’s Order on such date(s) or in any order or number.

7. STORAGE

If the Customer refuses to accept delivery of the Goods for any reason the Company may make a reasonable charge for the storage of the Goods.

8. LOSS IN TRANSIT

The Company shall replace free of charge Goods not delivered provided that the Customer gives to the Company written notice of non-delivery within 7 days of delivery or (In the case of non delivery of the whole of the Goods) within 7 days of the date of the Company’s Invoice.

9. LIABILITY

The Company shall not be liable for any indirect consequential or economic loss whatsoever arising in relation to the Goods.

Except in the case of death or personal injury resulting from the negligence of the Company the liability of the Company in respect of any claims arising out of or resulting from the performance or non-performance of any contract or contracts between the Customer and the Company, or otherwise relating to the Goods shall not in any case exceed the price of the Goods supplied under those contracts.

The Customer shall indemnify the Company against all claims by third parties and all damages costs and expenses incurred in connection therewith to the extent that the aggregate amount of such claims damages costs and expenses exceeds the limit of the Company’s liability set out herein.

Notwithstanding the fact that catalogues materials specifications or photographs or other promotional material may have been supplied by the Company to the Customer no contract shall constitute a sale by description or by sample.

The Customer shall not be entitled to rely on any statements or representations made on or prior to the Contract Date other than those made in writing and signed by a Director of the Company.

The Company shall be entitled to cancel or suspend performance of the contract without liability on its part in consequence on the prospect, happening, or result of any circumstance whatsoever beyond its reasonable control.

10. NO WAIVER

No failure or delay by the Company in exercising any right power or privilege it may have under the terms of these conditions or otherwise shall be deemed to be a waiver at such right power or privilege.

11. NO EXCLUSIVITY

The Customer shall not be entitled to any exclusivity in the order or supply of the Goods by or from the Company at business premises known by the Company to be owned or operated by the Customer at the Contract Date unless the Company has expressly agreed to grant such exclusivity to the Customer upon such terms as the Company in its absolute discretion shall deem fit which shall be evidenced in writing and signed by a Director of the Company.

12. INTELLECTUAL PROPERTY

Copyright in all photographs drawings designs specifications catalogues and other similar works or promotional material supplied to the Customer by the Company is vested in the Company and the Customer shall not copy or reproduce or allow the copying or reproduction of any such works without the prior written consent of the Company.

The Customer shall not use the name ‘Fashion R’ for advertising or promotional purposes in any manner or medium whatsoever without the prior written consent of the Company.

13. LAW AND DISPUTES

These conditions shall be interpreted without reference to their Headings.

These conditions and any contract between the Company and the Customer shall be governed by the Law of England and any dispute arising between the parties hereto shall be resolved by the English Courts.

If anyone or more of the terms hereof shall be found to be illegal, invalid or unenforceable the legality, validity and enforceability of the remaining terms shall not be affected or impaired.