CONDITIONS FOR THE SUPPLY OF GOODS BY FRED & GINGER LONDON LTD
1.1 In these terms and conditions:
“Company” means Fred & Ginger London Limited (incorporated in England under company number 05953443) with registered office at 7 Bournemouth Road, Chandler’s Ford, Eastleigh, Hampshire, SO53 3DA, UK and main trading address at 50 Lyham Road, London, SW2 5QA, UK, VAT number 920 1101 00;
“Customer” means the individual, firm, company or other party with whom the Company contracts.
“Goods” means the goods (including an installment of the goods or any parts of them) which the Company is to supply in accordance with these Conditions.
“Conditions” means the conditions for the supply of Goods set out in this document and (unless the context otherwise requires) any special terms and conditions agreed in Writing between the Company and the Customer.
“Contract” means the contract for the supply of Goods subject to the Conditions.
“Writing” and any similar expression includes facsimile transmission and electronic mail or other forms of electronic communication.
2 FORMATION OF THE CONTRACT
2.1 After placing an order via the Company’s website, the Company will send the Customer an email acknowledging receipt of the order. This acknowledgement does not constitute acceptance of the order and the order constitutes an offer to the Company to buy the Goods. All orders are subject to acceptance by the Company and such acceptance will be confirmed by the Company sending the Customer an email confirming that the Goods (or parts thereof) have been dispatched or are ready for collection (“Dispatch Email”). The Contract will only be formed when the Company has sent a Dispatch Email.
2.2 The Contract will relate only to such Goods whose dispatch or readiness for collection has been confirmed in the Dispatch Email. The Company shall not be obliged to supply any other Goods which may have been part of an order under the dispatch of such Goods has been confirmed in a separate Dispatch Email.
3 BASIS OF THE SALE
3.1 Any Contract made between the Company and the Customer shall be subject to these Conditions and save as after mentioned no representative or agent of the Company has authority to agree any terms or make any representations inconsistent with them or to enter into any contract except on the basis of them; any such term representation or contract will bind the Company only if in writing and sign by a director.
3.2 Unless otherwise agreed in writing by the Company these Conditions shall override any terms and conditions stipulated or referred to by the Customer in its order or otherwise.
3.3 Any advice or recommendation given by the Company or its employees or agents to the Customer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Company is followed or acted upon entirely at the Customer’s own risk, and accordingly the Company shall not be liable for any such advice or recommendation which is
not so confirmed.
4 ORDERS AND SPECIFICATIONS
4.1 Any description contained on the Company’s website or in its catalogues, samples, price lists or other advertising material is intended merely to present a general picture of the Company’s Goods and shall not form a representation or be part of the Contract.
4.2 In the event that any Goods shall differ in any way to a degree which in the opinion of the Company is not material to that contained, referred to or described on the Company’s website or in its catalogues, samples, price lists or other advertising material, the Company shall not be liable to replace, repair, make good or accept a return of such Goods and the Customer shall accept such Goods and make payment for such Goods in accordance with the Conditions.
4.3 Where the Goods are made to the Customer’s specification or design, the Customer undertakes full responsibility for the suitability and accuracy of the specification, instructions or design and undertakes to indemnify the Company against any infringement of any patent, design or design right (whether registered or not), trade mark, trade name or copyright and any loss, damage or expense which the Company may incur by reason of such infringement in any country.
4.4 The Company reserves the right to make any changes in the specification of the Goods which are required to conform to any applicable statutory or EU requirements, or where the Goods are to be supplied to the Customer’s specification which do not materially affect their quality or performance.
5 PRICE & PAYMENT
5.1 The price of the Goods shall be the Company’s quoted price on its website, except in the case of obvious errors. All prices quoted are exclusive of VAT and the Customer shall pay any and all taxes, duties and other government charges payable in respect of the Goods.
5.2 Prices are liable to change at any time but any change will not affect Goods for which a Dispatch Email has been sent. Price changes after the placing of an order by the Customer but before a Dispatch Email is sent shall be notified to the Customer in Writing and confirmation sought as to whether the Customer wishes to continue with its order.
5.3 If the price of Goods ordered is incorrectly shown on the Company’s website and is higher than that shown, the Company may either notify the Customer of the correct price and seek confirmation as to whether the Customer wishes to continue with its order OR reject the order and notify the Customer in Writing.
5.4 The Company is under no obligation to provide Goods to the Customer at the incorrect (lower) price, even after a Dispatch Email has been sent, if the pricing error is obvious and unmistakeable and could have reasonably by recognised by the Customer as a mis-pricing.
5.5 The Company reserves the right, by giving notice in Writing before a Dispatch Email is sent, to alter the prices for any Goods to take account of any changes taking place after the date of order in the price of necessary materials, rates of wages and other costs of production or purchasing any goods or materials or manufacturing working on or supplying any Goods (including any such increase arising from any error or inadequacy in any specification, instructions or design provided by the Customer or any modification carried out by the Company at the Customer’s request).
5.6 Unless otherwise agreed in Writing by the Company, payment for the Goods shall be made by debit or credit card at the time of placing the order. Payment shall be taken at the time of placing an order but this shall not constitute acceptance of the Customer’s order. If an order is not accepted the Company shall reimburse the Customer immediately.
6.1 Unless otherwise agreed in writing by the Company:
6.1.1 the Company shall deliver the Goods by the means most convenient to the Company to the address or addresses specified by the Customer or (in the event that the Customer fails to specify an address) to any address at which the Customer resides or carries on business; and
6.1.2 the Company shall be entitled to add to the Contract price a reasonable charge for packaging and delivery and off-loading shall be at the Customer’s risk.
6.2 In the case of the Goods to be sent by sea the Company shall be under no obligation to give the Customer the notice specified in section 32(3) of the Sale of Goods Act 1979.
6.3 While the Company will endeavour to deliver the Goods by any date or within any period agreed upon, such dates and periods are estimates only given in good faith and the Company will not be liable for any failure to deliver by such a date or within such a period. Moreover the Company shall be entitled to defer delivery until any monies due from the Customer have been received.
6.4 No claim for damage in transit, shortage in delivery or loss of Goods will be entertained unless the Customer shall have given to the Company written notice of such damage, shortage or loss with reasonable particulars thereof within 7 days of receipt of the Goods or (in the case of total loss) of receipt of other notification of despatch. The Company’s liability, if any, shall be limited to replacing or, in its discretion, repairing such Goods and it shall be a condition precedent to any such liability that the Customer shall if so requested have returned damaged Goods to the Company within 14 days of such request. The Customer shall not be entitled to make any claim against the Company for consequential loss arising out of such damage, shortage or loss as aforesaid.
6.5 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Company to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
6.6 Any Goods to be returned to the Company in accordance with these Conditions shall not become the responsibility of the Company until receipt of the Goods by the Company.
6.7 A charge will be made for any costs incurred by the Company due to suspension or determent of any order by the Customer or in the event that the Customer defaults in collecting or giving instructions for the delivery of any Goods.
6.8 Should the Company be delayed in or prevented from making delivery of the Goods due to war, governmental or parliamentary restrictions, strike, lock outs, fire, flood, explosions, labour disturbances, trade disputes, damage to or destruction of the Goods, breakdown of machinery, shortages of labour or of necessary materials or Act of God or their cause whatsoever beyond the
reasonable control of the Company or its subcontractors, the Company shall be at liberty to cancel or suspend the order placed by the Customer without incurring any liability for any loss or damage arising therefrom.
7.1 At Fred & Ginger we want you to be delighted every time you shop with us. Occasionally though, we know you may want to return items. That’s why, if you are unhappy with your purchase for any reason, you can return it to us in its original condition within 14 days of the date you received the item for a 100% refund or exchange. The garments should be returned unworn with all labels intact. Please note that we will not accept returns on Knickers or Thongs. Please note that we will not accept returns on lingerie that has been worn or is returned in a soiled condition.
When you send your item back to us, you can expect a refund in the same form of payment originally used for purchase within 30 days of our receiving your return. If your delivery address is within the EU, your refund will include the delivery charges incurred in sending the item to you, however you will need to pay for any costs for returning the item to us.
8 RISK AND PROPERTY
8.1 Risk of damage to or loss of the Goods shall pass to the Customer:
8.1.1 in the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection; or
8.1.2 in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Customer until the Company has received in cleared funds payment in full of (i) the price of the Goods and (ii) all other goods agreed to be sold by the Company to the Customer, for which payment is then due and a Dispatch Email for the Goods (or part thereof) has been sent.
8.3 Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as the Company’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Customer and third parties and properly stored, protected and insured and identified as the Company’s property but shall be entitled to resell or use the Goods in the in the ordinary course of its business.
8.4 Until such time as the property in the Goods passes to the Customer (and provided the Goods are still in existence and have not been resold), the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and, if the Customer fails to do so forthwith, to enter upon any premises of the Customer or any third party where the Goods are stored and repossess the Goods.
8.5 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Company, but if the Customer does so all moneys owing by the Customer to the Company shall (without prejudice to any other right or remedy of the Company) forthwith become due and payable.
9 INSOLVENCY OF THE CUSTOMER
9.1 This clause applies if:
9.1.1 the Customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt, or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of a solvent amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer; or
9.1.3 the Customer ceases, or threatens to cease, to carry on business; or
9.1.4 the Company reasonably apprehends that any of the events mentioned above or any analogous events is about to occur in relation to the Customer and notifies the Customer accordingly.
9.2 If this clause applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Customer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10 WARRANTIES AND LIABILITY
10.1 Save as otherwise provided in these Conditions, the Company’s liability and respect of any defect in or failure of Goods supplied is limited to replacing or (in its discretion) repairing or paying for the replacement of Goods which within 7 days of delivery to the Customer are found to be detective by reason of faulty or incorrect workmanship, parts or materials and, in the event of any inaccuracy in any weight, dimension or other description which has formed a representation or is part of the Contract, the Company’s liability in respect of any such inaccuracy shall not exceed the price to the Customer of the Goods to which the description relates. Condition precedent to the Company’s liability hereunder shall be that as soon as reasonably practicable the Customer:
10.1.1 shall have given the Company, within 7 days of the delivery to the Customer, written notice of the defect, failure or inaccuracy; and
10.1.2 shall have either returned the Goods to the Company or provided authority for the Company’s servants or agents to inspect them, as the Company may request.
10.2 The Company shall have no other or further liability in respect of any direct, indirect or consequential loss or damage sustained by the Customer arising from or in conjunction with any such defect, failure or inaccuracy as aforesaid.
10.3 Where the Company agrees to repair or replace Goods in accordance with the foregoing provisions of this paragraph any time specified for delivery under the Contract shall be extended for such period as the Company may reasonably require.
10.4 The Company shall not be responsible to the Customer for any loss or damage to the Goods or deterioration in the quality of the Goods or the materials making up the Goods which may result from any act or omission on the part of the Customer including in particular but without prejudice to the generality of the foregoing, methods of display, storage, hiring, cleaning or care of the Goods, which may contribute to any such loss, damage or deterioration aforesaid.
10.5 All Goods sold by the Company are supplied with the benefit of the terms implied by section 12 of the Sale of Goods Act 1979. Subject thereto, and whether or not the Contract is a sale, all other conditions, warranties and other terms expressed or implied, statutory or otherwise, are expressly excluded, save insofar as contained herein or as otherwise expressly agreed by the Company in writing PROVIDED that it insofar as any legislation or any order made there under shall make or have made it unlawful to exclude or purport to exclude from the Contract any term or shall have made unenforceable any attempt to exclude any such term, the foregoing provisions of this paragraph will not apply to any such term.
10.6 Save as hereinbefore provided and subject to the provisions of Section 2(1) of the Unfair Contract Terms Act 1977 the Company shall not be liable to the Customer for any damage or for any direct, indirect or consequential loss incurred by the Customer in consequence of any negligence on the part of the Company or negligence or wilful default on the part of its servants or agents in
or in connection with the supply of any Goods or the design or manufacture thereof or in the carrying out of any work.
11 GIFT CERTIFICATES
11.1 Fred & Ginger gift certificates must be redeemed on the Fred-and-ginger.co.uk website, towards the purchase of eligible products listed in our online catalogue and sold by Fred-and-ginger.co.uk. Gift certificates cannot be redeemed in any other shops.
11.2 Gift certificates have no cash redemption value and are not transferable or assignable.
11.3 Any unused balance will be recorded in the recipient’s account on Fred-and-ginger.co.uk.
11.4 If the order exceeds the amount of the gift certificate, the balance must be paid by credit or debit card.
11.5 Fred & Ginger is not responsible if a gift certificate is lost, stolen, destroyed or used without permission.
12.1 For the purposes of the Contracts (Rights of Third Parties) Act 1999, the Company and the Customer do not intend that any other party shall be able to enforce the Contract or any part of it.
12.2 The Company may assign or subcontract any order placed for Goods or any part of it to any person, firm or company and may otherwise deal, transfer or charge this Contract (or any part of it) in any way.
12.3 No waiver by the Company of any breach of the Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
12.5 This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by English law and subject to the jurisdiction of the English Courts.