Wholesaler Terms | Gino Cerruti

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Gino Cerruti Ltd. - Wholesale Terms and Conditions

Welcome to the Gino Cerruti Ltd. terms and conditions, which apply to your use of the Gino Cerruti Ltd. Website. By accessing this Website, you agree to be bound by them.

Website & Catalogue Usage

1. ACCESS
We will provide you with access to the Website & Catalogue in accordance with these Conditions.

2. YOUR OBLIGATIONS
On accessing the site, You:

2.1.1 Agree not to use the Website & Catalogue(or any part of) for any illegal purpose and agree to use it in accordance with all relevant laws;

2.1.2 Agree not to upload or transmit through the Website & Catalogue any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer;

2.1.3 Will not upload or transmit through the Website & Catalogue any material which is defamatory, offensive, or of an obscene or menacing character, or that may cause annoyance, inconvenience or needless anxiety;

2.1.4 Will not use the Website & Catalogue in a way that may cause the Website & Catalogue to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Website & Catalogues in any way impaired;

2.1.5 Will not use the Website & Catalogue in any manner which violates or infringes the rights of any person, firm or company (including, but not limited to, rights of intellectual property, rights of confidentiality or rights of privacy);

2.1.6 Agree that in the event that you have any right, claim or action against any Users arising out of that User's use of the Website, then you will pursue such right, claim or action independently of and without recourse to us.

3. INDEMNITY
3.1 You agree to be fully responsible for (and fully indemnify us against) all claims, liability, damages, losses, costs and expenses, including legal fees, suffered by us and arising out of any breach of the Conditions by you or any other liabilities arising out of your use of the Website, or the use by any other person accessing the Website & Catalogue using your PC or internet access account.

4. OUR RIGHTS
4.1 We reserve the right to:

4.1.1 modify or withdraw, temporarily or permanently, the Website & Catalogue(or any part of) with or without notice to you and you confirm that we shall not be liable to you or any third party for any modification to or withdrawal of the Website; and/or

4.1.2 change these Conditions from time to time, and your continued use of the Website & Catalogue(or any part of) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the Conditions have been changed. If you do not agree to any change to the Conditions then you must immediately stop using the Website.

4.2 We will use our reasonable endeavours to maintain the Website. The Website & Catalogue is subject to change from time to time. You will not be eligible for any compensation because you cannot use any part of the Website & Catalogue or because of a failure, suspension or withdrawal of all or part of the Website & Catalogue due to circumstances beyond our control.

5. THIRD PARTY LINKS

In an attempt to provide increased value to our Users; we may provide links to other websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including misrepresentative or defamatory content) of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external sites or resources.

6. MONITORING

We have the right, but not the obligation, to monitor any activity and content associated with the Website. We may investigate any reported violation of these Conditions or complaints and take any action that we deem appropriate (which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access and/or removing any materials from the Website) and seeking criminal and civil prosecution.

7. YOUR DATA

7.1 We respect your personal information and undertake to comply with applicable UK Data Protection legislation from time to time in place.

7.2 You should be aware that:

7.2.1 if we are requested by the police or any regulatory or government authority investigating suspected illegal activities, or upon receipt of a court order, to provide your Personal Information and/or information concerning your activities whilst using the Website & Catalogue we shall do so; and

7.3 We reserve the right in our reasonable discretion to disclose details of your use of the Website & Catalogue in relation to any, or any threatened, Court Proceedings in connection with your use, or the use of anyone under your control, of the Website & Catalogue whether in connection with the matters set out in these Conditions or otherwise.

7.4 Please view our Privacy Policy, which forms part of these Conditions.

8. INTELLECTUAL PROPERTY AND RIGHT TO USE

8.1 You acknowledge and agree that all copyright, trademarks and all other intellectual property rights in all material or content supplied as part of the Website & Catalogue shall remain at all times vested in us or our licensors. You are permitted to use this material only as expressly authorised by us.

9. NOTICES

9.1 You may send us notices under or in connection with these Conditions:

9.1.1 By post to 54 Blockley Road, Wembley, Middlesex HA0 3LW, UK

9.1.2 By email to legal@Ginocerruti.com.

9.2 As proof of sending does not guarantee our receipt of your notice, you must ensure that you have received an acknowledgement from us, which will be sent within 3 working days of our receipt and should be retained by you.

10. LIMITATION OF LIABILITY

10.1 WHILE WE WILL USE REASONABLE ENDEAVOURS TO VERIFY THE ACCURACY OF ANY INFORMATION WE PLACE ON THE WEBSITE, WE MAKE NO WARRANTIES, WHETHER EXPRESS OR IMPLIED IN RELATION TO ITS ACCURACY.

10.2 The Website & Catalogue is provided on an "as is" and "as available" basis without any representation or endorsement. Unless specified in separate terms and conditions related to a particular product or service, we make no warranties of any kind, whether express or implied, in relation to the Website, or products or services offered on the Website & Catalogue whether by us or on our behalf (including free software downloads) including but not limited to, implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, condition or completeness, or any implied warranty arising from course of dealing or usage or trade.

10.3 Unless specified in separate terms and conditions related to a particular product or service, we make no warranty that the Website & Catalogue or products or services offered on the Website & Catalogue whether by us or on our behalf (including free software downloads) will meet your requirements or will be uninterrupted, timely, secure or error-free, that defects will be corrected, or that the Website & Catalogue or the server that makes it available or products or services offered on the Website & Catalogue whether by us or on our behalf (including free software downloads) are free of viruses or bugs or are fully functional, accurate, or reliable. We will not be responsible or liable to you for any loss of content or material as a result of uploading to or downloading from the Website.

10.4 Notwithstanding any other provision in the Conditions, nothing shall limit your rights as a consumer under United Kingdom law.

10.5 You acknowledge that we cannot guarantee and therefore shall not be in any way responsible for the security or privacy of the Website & Catalogue and any information provided to or taken from the Website & Catalogue by you.

10.6 We will not be liable in contract, tort or otherwise if you incur loss or damage connecting to the Website & Catalogue through a third party's hypertext link.

10.7 We will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent misrepresentations) or otherwise out of or in connection with the Website & Catalogue or products or services offered on the Website & Catalogue whether by us or on our behalf (including free software downloads) for:

10.7.1 any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or

10.7.2 any loss of goodwill or reputation; or

10.7.3 any special or indirect or consequential losses; in any case whether or not such losses were within the contemplation of either of us at the date on which the event giving rise to the loss occurred.

10.8 Nothing in the Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our servants, agents or employees.

Purchase Contract

11. The following terms shall apply to all sales of Goods by Gino Cerruti Ltd. to the Buyer (as defined).

12. In these terms and conditions (the "Conditions"), the following words shall have their corresponding meaning:

"Buyer" the person(s), firm or company who purchases the Goods from the Company;

"Company" Gino Cerruti Ltd., registered in England and Wales;

"Contract" any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;

"Goods" any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

13. Subject to clause 3, the Contract will be subject to these Conditions to the exclusion of all other terms and conditions (including any terms and conditions the Buyer purports to apply under any purchase order or other document).

14. Any amendments to these Conditions shall be, and any representations about the Goods shall have no effect unless, expressly agreed in writing and signed by a director or senior sales manager of the Company.

15. No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) payment in full and cleared funds is made and the Company delivers the Goods to the Buyer.

16. All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's brochures are issued for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract.

17. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company's place of business. A delivery charge (to the Buyer's address) shall be added to the Contract price for all orders.

18. Delivery is made upon receipt of payment in cleared funds for all amounts owed by the Buyer to the Company.

19. If items ordered are not in stock, delivery takes place approximately 4-8 weeks from receipt of order, depending on manufacturing capacities and material availability. Time of delivery shall not be of the essence, and the Company shall not be liable whatsoever for any delay in delivery howsoever arising.

20. If for any reason the Buyer is not willing or able to accept delivery of any of the Goods when they are ready for delivery:

20.1 risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company's negligence);

20.2 the Goods will be deemed to have been delivered; and

20.3 the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance).

21. The Company shall not be liable for non-delivery of Goods (even if caused by the Company's negligence) unless written notice is given to the Company within 3 working days of the date when the Goods would in the ordinary course of events have been received. Subject to the carrier's availability and performance, delivery is normally made within 3 working days of despatch in the UK and EU and 7 working days in the rest of the world.

22. The Goods are at the risk of the Buyer from the time of despatch.

23. Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and any other outstanding costs owed by the Buyer to the Company on any account.

24. Until ownership has passed, the Buyer must hold the Goods on a fiduciary basis as the Company's bailee, safely store and maintain the Goods, and keep them insured against all risks on behalf of the Company (whereupon any moneys in respect of an insurance claim shall be apportioned in respect of the value of the Goods lost or damaged and held on trust for the Company).

25. Provided that no insolvency or like proceedings have commenced against the Buyer and the Buyer does not, and does not purport to, encumber the Goods, Clauses 12 and 13 shall not prevent the Buyer from selling the Goods on its own behalf at full market value, but any proceeds of sale shall be held on trust for the Company in separate funds to the Buyer's usual trading account and used to discharge any amounts owed by the Buyer to the Company within 3working days of receipt.

26. Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's price list published on the date of delivery or deemed delivery.

27. The price is exclusive of VAT and the costs of loading, unloading, carriage and insurance, all of which are payable by the Buyer in addition to the quoted price when payment for Goods is due.

28. Payment shall be made in full and in cleared funds prior to delivery. Timing of payment shall be of the essence.

29. Where alternative payment terms have been agreed with the Company and payments have not been paid in full by their due date, interest shall accrue on the outstanding amount from such due date, at the annual rate of 3% above the base lending rate of the BARCLAYS Bank plc from time to time, compounding monthly until payment in full is made, whether before or after any judgment.

30. The Company warrants that (subject to the other provisions of these Conditions) at the time of delivery, the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979, as amended, and the Company shall not be liable for a breach of this warranty unless notified in writing within 3 working days of delivery.

31. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979, as amended) are, to the fullest extent permitted by law, excluded from the Contract.

32. Nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence.

33. Subject to clauses 8, 20 and 21 above, the total liability of the Company for any claim brought by the Buyer (whether under contract, tort or otherwise) shall not exceed the price of the Goods. In any event, the Company shall not be liable for any loss (direct, indirect or consequential), claims, costs, damages, expenses or otherwise (howsoever caused) arising under or in connection with the Contract.

34. The Contract shall be subject to the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.

35. EXCLUSIVITY: In no way does Gino Cerruti Ltd. offer exclusivity of the Gino Cerruti brand in any one geographical area.

36. ORDERING: Orders may only be placed through the e-commerce wholesale web site. All orders are subject to acceptance by Gino Cerruti Ltd.. 12 collections or more are released each year (1 per month); clients receive email notification when each new range has been uploaded on-line. Simply order as you requires stock (it is not a requirement to order from every range).

37. RETAIL PRICES: The retail price for each style ranges between 100% - 200% of the wholesale price, this is only a recommendation to our retailers.

38. PAYMENTS: Gino Cerruti Ltd. accepts Visa, MasterCard and American Express credit cards as well as Direct Deposit or Sterling Cheques or bank drafts. Payment is required before your order is dispatched to your nominated delivery address. Invoices are ready once all styles (that you have ordered) arrive into stock. This is generally within 10 working days from the range being uploaded on-line.

39. SHIPPING: All Gino Cerruti Ltd. products are sold and shipped from Wembley, United Kingdom. The Dealer assumes all costs and risks pertaining to the transportation of the products sold by Gino Cerruti Ltd. from its warehouse to the Dealer's specified "ship to" address. At the time of ordering you are provided with an approximate freight price based on the goods been delivered via Parcelforce or UPS (www.parcelforce.com & www.ups.com ), however at the time of Invoicing we will assess the freight being charged and if a less expensive option is available we will use it.

40. CUSTOMS FEES: International accounts are responsible for all costs relating to duty charges, customs and brokerage fees.

41. SHIPPING ERRORS/DAMAGED GOODS: You must notify Gino Cerruti Ltd. of any shipping errors or goods damaged in transit within 3 days of receipt of shipment. No discussion will be entered into after this period or returns accepted. Direct this notification to returns@GinoCerruti.com. Damaged or defective merchandise will be replaced with like products in good condition as soon as possible after receipt and inspection as long as they are deemed to have been returned in the original packaging and original tags and labels. No worn product will be accepted at any time. On acceptance of the return of product by Gino Cerruti Ltd., a Return Merchandise Authorization number will be advised in writing. All merchandise returned without RMA# will be refused. In issuing a RMA# will not deem that the goods have been accepted back by Gino Cerruti Ltd..

42. RETURN ORDER POLICY: Gino Cerruti Ltd. will accept returns for wholesale orders only in the circumstance of manufacturer's defects, or in the case of a shipment containing the wrong sizes / styles vis a vis the order. No other reason will be accepted for returns.

43. CANCELLED / REFUSED ORDERS: A restocking fee of 50% (minimum £100, whichever is greater) will be charged on all cancelled or refused invoiced orders. If two shipments are refused or cancelled the account will be subject to termination and replaced by a new dealer in the area.

44. TERMS: All orders are subject to approval. A current dealer application is required for new accounts prior to shipment and dealer applications may change without prior notice to dealers. Gino Cerruti Ltd. reserves the right to reject Dealer Applications without cause or liability.

45. TRADE NAMES: Dealer agrees that trade names used to identify Gino Cerruti Ltd. or the product are the exclusive property of Gino Cerruti Ltd. & Gino Cerruti Ltd., and the Dealer has no interest in such trade names except for the right to use them in connection with their promotion and the sale of Gino Cerruti & Gino Cerruti Ltd.'s products. Upon termination of the Agreement, Dealer agrees immediately to cease all use of Gino Cerruti & Gino Cerruti Ltd.'s trade names.

46. SEVERANCE: If any part of the Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from these Conditions and shall not effect the validity and enforceability of any of the remaining provisions of the Conditions.

47. WAIVER: Nothing shall be construed as a waiver by us of any preceding or succeeding breach of any provision.

48. SURVIVAL
Each provision of these Conditions shall be construed as separately applying and surviving even if for any reason one or other of those provisions is held to be inapplicable or unenforceable in any circumstances.

49. ENTIRE AGREEMENT
These Conditions (as amended from time to time) contain the entire agreement between you and us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between you and us in relation to such matters. No oral explanation or oral information given by either of us shall alter the interpretation of these Conditions. You confirm that, in agreeing to accept these Conditions, you have not relied on any representation save insofar as the same has expressly been made a representation in these Conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not become a term of these Conditions save that your agreement contained in this Clause shall not apply in respect of any fraudulent misrepresentation whether or not such has become a term of these Conditions.

50. LAW
The Conditions will be exclusively governed by and construed in accordance with the laws of England & Wales whose Courts will have exclusive jurisdiction in any dispute, save that we have the right, at our sole discretion, to commence and pursue proceedings in alternative jurisdictions to the Gino Cerruti Ltd. terms and conditions, which apply to your use of the Gino Cerruti Ltd. Website. By accessing this Website, you agree to be bound.