Terms and Conditions
1. INTERPRETATION
1.1 The following definitions and rules of interpretation apply to these conditions.
Buyer: the person, firm or company who purchases the Goods from Camden Clothing .
Contract: any contract between Camden Clothing and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery: either the Buyer 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 Buyer or, if Camden Clothing tried to deliver the Goods but is unable to, the date on which Camden Clothing 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 Buyer by Camden Clothing (including any part or parts of them).
Incoterms: the international rules for the interpretation of trade terms of the International Chamber of Commerce as in force at the date when the Contract is made.
Camden Clothing : Camden Clothing Limited incorporated and registered in England and Wales with company number 1362849 whose registered office is at Unit 112, Tenth Avenue, Zone 3, Deeside Industrial Park, Deeside, Flintshire, CH5 2UA who shall be the supplier 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 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 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 Camden Clothing '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 Camden Clothing . The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Camden Clothing which is not set out in the Contract. Nothing in this condition shall exclude or limit Camden Clothing 's liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from Camden Clothing 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 Camden Clothing and Contract shall not come into existence until an acceptance of the order is confirmed by Camden Clothing , by whatever means appropriate, or (if earlier) Camden Clothing 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 given by Camden Clothing is subject to change at Camden Clothing 's absolute discretion but shall remain open for acceptance by the Buyer provided that Camden Clothing has not previously withdrawn it or any timescale placed on acceptance has expired.
2.8 Camden Clothing may, at its absolute discretion, sell branded and private label products to authorised customers. In the event of any such sales, the Buyer in question must not:
(a) advertise, promote, distribute, sell or market the products in any way that disparages, misrepresents or injures the brand or private label owners;
and
(b) distribute or sell 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.
2.9 Camden Clothing may at any time between the date of an order and the date of despatch cancel all or any part of an order or vary quantities of all or any part of the order placed by the Buyer at its own discretion on written notice to the Buyer.
2.10 By entering into this Contract with Camden Clothing , the Buyer represents and warrants that it is acting in the course of its trade or business.
3. DESCRIPTION
3.1 The quantity and description of the Goods shall be as set out in Camden Clothing 's records which shall stand as absolute proof of what order the Buyer made.
3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising issued or made available by Camden Clothing and any descriptions or illustrations contained in Camden Clothing '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.
3.3 Size, style, fabric content, specification, quality, and colour and/or any other matters relating to the Goods should be checked by the Buyer on receipt of the goods. It is the Buyer’s sole responsibility to verify that the Goods delivered are what was ordered.
3.4 Camden Clothing gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.
3.5 The Buyer recognises that variation may occur from one dye batch to another and Camden Clothing shall not be liable for any such variation in colour.
3.6 The Buyer acknowledges and agrees that when a sample of the Goods has been shown to or inspected by the Buyer any consequent sale does not constitute a sale by sample
4. DELIVERY
4.1 Unless otherwise agreed in writing by Camden Clothing, the Delivery Point shall be Camden Clothing 's place of business. Collections from Camden Clothing 's place of business shall only be permitted between Monday to Friday between 9.00am and 3.30pm.
4.2 If the Buyer wishes the Delivery Point to be anywhere other than Camden Clothing 's place of business, the Buyer must specifically request an alternative Delivery Point and pay the appropriate delivery charges.
4.3 The Buyer shall take delivery of the Goods within 7 days of Camden Clothing giving it notice that the Goods are ready for delivery.
4.4 Any dates specified by Camden Clothing for delivery of the Goods (including making them available for collection) are an estimate only on which the Buyer 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 dates are so specified, delivery shall be within a reasonable time (with Camden Clothing ’s view being final as to what constitutes reasonable).
4.5 Subject to the other provisions of these conditions Camden Clothing 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 Camden Clothing 's negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless 180 days has passed from the estimated delivery date.
4.6 Where the Buyer has requested that the Goods be delivered to the Delivery Point by post, Camden Clothing 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 Camden Clothing in sending the Goods to the incorrect address. Save for that, and subject to clause 12.3. Camden Clothing expressly excludes all liability in relation to non-delivery of Goods sent by post.
4.7 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or Camden Clothing 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 Camden Clothing 's negligence); (b) the Goods shall be deemed to have been delivered; and (c) Camden Clothing may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.8 The Buyer 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 Camden Clothing delivers to the Buyer a quantity of Goods of up to 10% more or less than the quantity ordered, the Buyer 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 Camden Clothing 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 Buyer to repudiate or cancel any other Contract or instalment.
4.12 If the Delivery Point is to be outside the REPUBLIC OF IRELAND: (a) unless otherwise provided in the applicable Incoterms in accordance with clause 13.1, the Buyer shall obtain all necessary import licences, clearances and other consents necessary for the purchase, import and export of the Goods; (b) the Buyer must comply with all applicable laws and regulations of the country for which the products are destined. Camden Clothing will not be liable for any breach by the Buyer of any such laws; (c) risk in and responsibility for the Goods shall pass to the Buyer in accordance with the relevant Incoterms as set out in clause 13.1; (d) the Buyer shall maintain appropriate insurance for the Goods in transit, and (e) 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 Buyer pays for a premium delivery service, such deliveries can be made at any time from 7.00am onwards. If the Buyer is not available to take delivery at that time, clause 8 may (at Camden Clothing ’s discretion) apply.
4.14 Camden Clothing shall not deliver on behalf of a Buyer to a third-party who is situated outside of the country in which the Buyer is located.
5. NON-DELIVERY
5.1 The quantity of any consignment of Goods as recorded by Camden Clothing upon despatch from Camden Clothing '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 (such evidence shall not include witness evidence from any of the Buyer's employees).
5.2 Camden Clothing shall not be liable for any non-delivery of Goods (even if caused by Camden Clothing 's negligence) unless the Buyer gives written notice to Camden Clothing 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 Camden Clothing 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. RISK/TITLE
6.1 Subject to clause 4.12(c), the Goods are at the risk of the Buyer from the time of Delivery.
6.2 Ownership of the Goods shall not pass to the Buyer until Camden Clothing 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 Camden Clothing from the Buyer on any account or for any reason.
6.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as Camden Clothing 's bailee;
(b) store the Goods (at no cost to Camden Clothing) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Camden Clothing '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 Camden Clothing 's behalf for their full price against all risks to the reasonable satisfaction of Camden Clothing. On request the Buyer shall produce the policy of insurance to Camden Clothing.
6.4 In relation to Goods which the Buyer has purchased specifically for the purposes of re-sale, the Buyer may sell the Goods in the ordinary course of its business before ownership has passed to it.
6.5 The Buyer's right to possession of the Goods shall terminate immediately if:
(a) the Buyer takes any steps or has any steps taken against it in connection with the Buyer's insolvency (or potential or likely insolvency); or
(b) on either a balance sheet or cash-flow basis, the Buyer is unable to pay its debts as and when they fall due; or
(c) the Buyer encumbers or in any way charges any of the Goods.
6.6 If any circumstances arise which terminate or may terminate the Buyer’s right to possession of the Goods, the Buyer must immediately inform Camden Clothing. If the Buyer fails to inform Camden Clothing, then the Buyer shall hold the Goods on trust for Camden Clothing until such time as the Goods have been recovered by Camden Clothing from the Buyer.
6.7 Camden Clothing shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Camden Clothing.
6.8 The Buyer grants Camden Clothing, 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.
6.9 Where Camden Clothing is unable to determine whether any Goods are the goods in respect of which the Buyer's right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by Camden Clothing to the Buyer in the order in which they were invoiced to the Buyer.
6.10 On termination of the Contract, howsoever caused, Camden Clothing 's (but not the Buyer's) rights contained in this condition 6 shall remain in effect.
7. PRICE
7.1 Unless otherwise agreed by Camden Clothing in writing (including email), the price for the Goods shall be those prices set out in Camden Clothing 's price list published in force at the time that the order is made. However, Camden Clothing 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 Buyer shall have the option to cancel the order unless the Goods have been customised for the Buyer in which case the right to cancel shall not arise
7.2 If the Buyer is to pay the price other than in REPUBLIC OF IRELAND pounds sterling, the price shall be calculated as the sterling equivalent of the published price using the currency exchange rate of Camden Clothing 's bank which applies at the time that the order is made.
7.3 The delivery charges shall be those set out on Camden Clothing 's website as at the date of delivery or deemed delivery or as otherwise communicated by Camden Clothing to the Buyer.
8. RETURNING GOODS
8.1 Subject to the Buyer having a right to return the Goods pursuant to these terms, all sales are final.
9. TAX
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 Buyer shall pay in addition when it is due to pay for the Goods.
10. PAYMENT
10.1 Unless agreed otherwise by Camden Clothing, a Buyer who is not on credit terms must make payment for the Goods at the time that the order is made.
10.2 Camden Clothing may, at its absolute discretion, agree to provide a Buyer with credit terms for payment. In asking for credit, the Buyer is warranting that (i) the Goods are being purchased in the course of the Buyer’s business, and (ii) as at the date of each order the Buyer is not aware of any circumstances which might mean that the Buyer cannot pay for the Goods. Camden Clothing shall be under no liability to offer credit to the Buyer. However, if Camden Clothing does agree to provide Goods on credit, the following shall apply:
11. QUALITY
11.1 Camden Clothing is not the manufacturer of the Goods and as such the Buyer hereby acknowledges and agrees that it is not appropriate for Camden Clothing to provide warranties in respect of the quality of the Goods. Camden Clothing 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 Buyer, Camden Clothing shall endeavour, but shall not be obliged to, transfer to the Buyer the benefit of any warranty or guarantee given to Camden Clothing by the manufacturer but only insofar as any such warranty or guarantee has been given to Camden Clothing.
12. FORCE MAJEURE
Camden Clothing 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 due to circumstances beyond the reasonable control of Camden Clothing including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic and pandemic, 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 Buyer shall be entitled to give notice in writing to Camden Clothing to terminate the Contract.
13. WEBSITE USE
13.1 The Buyer must not use Camden Clothing ’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.
13.2 The Buyer must not use Camden Clothing ’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
13.3 The Buyer 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 Camden Clothing ’s express written consent.
13.4 The Buyer must not use Camden Clothing ’s website to transmit or send unsolicited commercial communications.
14. GENERAL
14.1 Each right or remedy of Camden Clothing under the Contract is without prejudice to any other right or remedy of Camden Clothing whether under the Contract or not.
14.2 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.
14.3 Failure or delay by Camden Clothing 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.
14.4 Camden Clothing does, and may, from time-to-time monitor or record telephone calls between it and the Buyer (or a prospective buyer).
14.5 Any waiver by Camden Clothing 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.
