AVALON FASHIONS LIMITED WEBSITE  & WHOLESALE TERMS & CONDITIONS

 

PART I :   WEBSITE TERMS AND CONDITIONS FOR THE SUPPLY OF

GOODS

This page (together with the documents referred to on it) tells you information about us and the terms and conditions on which we supply any of the Goods listed on our Site to you. Please read these Conditions carefully and make sure that you understand them before ordering any Goods from our Site. You should understand that by ordering any of our Goods, you agree to be bound by these Conditions.

Your use of our Site is governed by our Terms of Use and Privacy Policy. Please take the time to read these, as they include important terms which apply to you.

You should print a copy of these Conditions or save them to your computer for future reference.

We amend these Conditions from time to time as set out in Condition 18. Every time you wish to order Goods, please check these Conditions to ensure you understand the Conditions which will apply at that time. These Conditions were most recently updated on 27th January 2015.

Please understand that if you refuse to accept these Conditions, you will not be able to order any Goods from our Site.

  1. 1.            Definitions and Interpretation

1.1        The following words and expressions have the following meanings unless inconsistent with the context:

 

“Account”

means the registered account through which you place orders and review them;

 

“Calendar Day”

means any day, including weekends, statutory holidays and public holidays;

 

“Conditions”

these terms and conditions;

 

“Contract”

the agreement for the sale and purchase of Goods which is entered into between you and us and which is formed in accordance with Condition 4.3;

 

“Cooling Off Period”

as described in Condition 10.1;

 

“Force Majeure Event”

as defined in Condition 16.1;

 

“Goods”

the goods listed on our Site from time to time and ordered by you to be supplied by us pursuant to these Conditions;

 

“Price”

as defined in Condition 5.1;

 

“Sage Pay”

the payment processing method operated on our behalf by Sage Pay Limited;

 

“Sage Pay Limited”

Sage Pay Europe Limited, a company registered in England and Wales with company number 7492608 whose registered office is at North Park; Newcastle upon Tyne; NE13 9AA;

 

“Serviced Countries”

means worldwide;

 

“Site”

www.odabash.com;

 

“you” or “your”

the individual who has accepted these Conditions;

 

“we”, “us” or “our”

Avalon Fashions Limited a company registered in England and Wales with company number 4794322 whose registered office is at 25 Grosvenor Street, Mayfair, London W1K 4QN and who may be contacted at shop@odabash.com; and

 

“Working Day”

Any day from Monday to Friday other than a statutory holiday or public holiday in England.

1.2          References to any statute or statutory provision include, unless the context otherwise requires, a reference to the statute or statutory provision as modified or re-enacted and in force from time to time and any subordinate legislation made from time to time under the relevant statute or statutory provision.

1.3          References to “persons” include natural persons, firms, partnerships, companies, corporations, associations and organisations, (in each case whether or not having separate legal personality).

1.4          Use of any gender includes the other genders.

1.5          Words in the singular include the plural and words in the plural include the singular.

1.6          Any reference to “writing” or any cognate expression includes communications by post and email but excludes facsimile and text messages.

1.7          The headings to Conditions do not affect the interpretation of these Conditions.

1.8          Any phrase introduced by the term “include”, “including”, “in particular” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.

  1. 2.            Service Availability

2.1          Our Site is only intended for use by people resident in the Serviced Countries. We do not accept orders from individuals outside of the Serviced Countries.

  1. 3.            Your Status

3.1          By placing an order through our Site, you warrant that:

 

3.1.1      you are legally capable of entering into binding contracts;   

 

3.1.2      you are at least 18 years old;

3.1.3      you are not purchasing, nor will you use the Goods in the course of a business; and

3.1.4      you are resident in one of the Serviced Countries and you are accessing our Site from that country.    

  1. 4.            Basis of Contract

4.1          These Conditions shall apply to the sale and supply by us of all Goods purchased by you via the Site and these Conditions shall govern the Contract to the exclusion of any other terms and conditions introduced or submitted by you. For the avoidance of doubt these Conditions do not affect your statutory rights under all relevant consumer protection legislation

4.2          Our shopping pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.

4.3          After placing an order, you will receive an email from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy Goods subject to these Conditions. All orders are subject to acceptance by us, which shall occur in accordance with Condition 4.4.

4.4          We will confirm our acceptance, and these Conditions shall become binding on you when we:

4.4.1      commence processing of your order; or

4.4.2      take payment of the Price; or

4.4.3      notify you that the Goods have been despatched;

whichever is the earlier, at which point a Contract shall come into existence between you and us.

4.5          Any typographical, clerical or other omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by us shall be subject to correction without any liability on our part subject at all times to Condition 13.6.

4.6          The images of the Goods on our Site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Goods. Your Goods may vary slightly from those images.

4.7          All Goods shown on our Site are subject to availability. We will inform you by e-mail as soon as possible if the Goods you have ordered are not available and we will not process your order if made.

  1. 5.            Price

5.1          The price of any Goods will be as quoted on our Site from time to time, except in cases of obvious error (“Price”).

5.2          The Price includes VAT and the cost of insurance and packaging other than where additional packaging is required by virtue of a request made under Condition 7.2 below.

5.3          The Price of the Goods does not include delivery charges, and may vary according to the location specified for delivery. Our delivery charges are as advised to you during the check-out process, before you confirm your order, but you may also check relevant delivery charges on our Delivery, Returns and Distance Selling Policy page.

5.4          The Price is liable to change at any time, but changes will not affect orders in respect of which we have already accepted in accordance with Condition 4.3.

5.5          It is always possible that, despite our best efforts, some of the Goods listed on our Site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where the correct price of the Goods is less than our stated price, we will charge the lower amount when dispatching the Goods to you. If the correct price of the Goods is higher than the price stated on our Site, we will normally, at our discretion, either contact you for instructions before dispatching the Goods, or reject your order and notify you of such rejection.

5.6          We are under no obligation to provide the Goods to you at the incorrect (lower) price, even after we have sent you a notice confirming dispatch, if the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mis-pricing.

  1. 6.            Payment

6.1          Payment for all Goods must be made at the time you place an order via Sage Pay into our nominated account. Failure to do so will mean that we will not process your order and your Goods will not be dispatched. Please note that payment is not deemed to have been made unless or until payment is showing as cleared funds in our account.

6.2          If for any reason you do not make any payment due to us by the due date for payment as set out in Condition 6.1 (for the purposes of these Conditions, payment has been made when it has been received by us in cleared funds), without limiting any other remedies or rights that we may have, we may cancel or suspend this and any other outstanding order(s) until you have paid the outstanding amounts.

  1. 7.            Packaging

7.1          The packaging of the Goods shall be entirely at our discretion and we shall have the right to pack all the Goods in such a manner, and in such quantities as we think fit and we shall not be obliged to comply with any packaging requests or instructions from you.

7.2          Where it is agreed that we shall package Goods in a manner requested by you and such packaging is in addition to that normally used by us, then we shall be entitled to charge you for the associated costs as an additional charge which shall be payable to us prior to despatch of the Goods.

  1. 8.            Delivery

8.1          The cost and timescale for delivery may vary, depending on the location specified for delivery. Occasionally our delivery to you may be affected by an event outside our control. Condition 16 sets out our responsibilities if this happens. 

8.2          The Site is only for delivery of Goods to customers in the Serviced Countries. All Goods must be signed for by an adult aged 18 years or over on delivery.

8.3          Delivery will be completed when we, or our courier, deliver the Goods to the address you gave us.

8.4          If we have not got all the Goods in stock, we will hold your order until they are all available and make one delivery. We will notify you if this will result in you receiving the goods outside of a 14 Calendar Day delivery deadline.

8.5          If no one is available at your address to take delivery, we will leave you a note that the Goods have been returned to our premises, or those of our courier, in which case, please contact us or them to rearrange delivery as instructed by that note.

8.6          If you fail to rearrange delivery with either us, or our courier, we reserve the right to have the Goods returned to us at a charge to you.

8.7          The Goods will be your responsibility from the completion of delivery.

8.8          If we miss the 14 Calendar Day delivery deadline for any Goods then you may cancel your order straight away if any of the following apply:

8.8.1      we have refused to deliver the Goods;

8.8.2      delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or

8.8.3      you told us before we accepted your order that delivery within the delivery deadline was essential.

If you do not wish to cancel your order straight away, or do not have the right to do so under this Condition 8.8, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your order if we do not meet the new deadline.

8.9          If you do choose to cancel your order for late delivery under Condition 8.8, you can do so for just some of the Goods or all of them, unless splitting them up would significantly reduce their value. If the Goods have been delivered to you, you will have to return them to us.  A returns label can be accessed via your Account. After you cancel your order we will refund any sums you have paid to us for the cancelled Goods and their delivery.

  1. 9.            International Delivery

9.1          We deliver to the Serviced Countries listed in accordance with the Delivery, Returns and Distance Selling Policy. However, there are restrictions on some Goods for international delivery, so please review the information set out in that policy carefully before ordering Goods.

9.2          If you order Goods from our Site for international delivery i.e. outside of the United Kingdom, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.

9.3          You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

9.4          You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable if you break any such law.

  1. 10.          Cancellation and Cooling-Off Period

10.1       You may cancel a Contract at any time beginning from the date you place your order and ending 14 Calendar Days after you receive the Goods (“Cooling-Off Period”). This means that if you change your mind or decide for any other reason that you do not want to receive or keep the Goods, you can notify us and you will receive a full refund of the Price in accordance with Condition 11 below.

10.2       To cancel a Contract you just need to let us know that you have decided to cancel. The way to do this is to complete our cancellation process through your account. When completed, this informs us that you are going to return Goods, and provides details which must be included with the Goods to enable refund processing. If the Goods have been delivered to you in the UK or USA then you will be able to use the included returns label to send the Goods back to us.

10.3       Details of this statutory right and an explanation of how to exercise it are provided in the Delivery, Returns and Distance Selling Policy. This provision does not affect your statutory rights.

10.4       In addition to your statutory rights, you may return Goods up to 28 Calendar Days after delivery provided they are in a saleable condition. For further details as to what this entails please see our Delivery, Returns and Distance Selling Policy. Please note that this time period includes the 14 Calendar Days stated in Condition 10.1 and is not cumulative. This does not affect your statutory rights.

  1. 11.          Refunds and Returns  

11.1       Where you are entitled to return Goods or obtain a refund you need to complete the cancellation process through your account. When completed, this informs us that you are going to return Goods, and provides details which must be included with the Goods to enable refund processing.

11.2       Returned Goods should be posted directly to us at the address listed on our website, which can be done by using the returns label issued with your delivery if you live in the UK or USA. More details on the returns process can be found in our Delivery, Returns and Distance Selling Policy.

11.3       We are not liable for loss of or damage to Goods sustained during their return.

11.4       When you return any Goods to us:

11.4.1   because you have cancelled the Contract between us during the Cooling‑Off Period, we will process the refund due to you as soon as possible and, in any case, within 14 Calendar Days of the day you have given notice of your cancellation. In this case, we will refund the Price in full, including any applicable delivery charges. If you fail to return the Goods to us we shall be entitled to recover the Goods and shall be entitled to charge you as an additional charge for the cost of doing so;

11.4.2   for any other reason (for instance, because you claim that the Goods are not in accordance with the warranty set out in Condition 13), we will examine the returned Goods and will notify you of your refund by email within a reasonable period of time. We will usually process the refund due to you as soon as possible and, in any case, within 14 Calendar Days of the day we confirmed to you that you were entitled to a refund for the defective Goods. Goods returned by you because of a defect will be refunded in full, and this will include a refund of the delivery charges for sending the item to you where they are returned within 14 Calendar Days of delivery.

11.5       We will refund any money received from you using the same method originally used by you to pay for your purchase.

11.6       We will refund you the price you paid for the Goods. Please note, however, that we are entitled by law to reduce the refund paid to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be acceptable in a shop. See our Delivery, Returns and Distance Selling Policy for further details of what is considered acceptable handling, and examples.

11.7       Please note that where refunds of delivery costs are paid, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method).

11.8       Please note that the cost of any packaging requested under Condition 7.2 will not be refunded unless otherwise stated.

  1. 12.          Risk and Title

12.1       The Goods will be at your risk from the time of delivery in accordance with Condition 8.3 unless you wrongfully fail to take delivery of the Goods, in which case the Goods will be at your risk from the time when we tendered delivery of the Goods.

12.2       Title to the Goods will pass to you when we receive full payment (in cash or cleared funds) of the Price or on delivery to you whichever is the latest to occur.

  1. 13.          Warranties and Liability

13.1       We warrant to you that any Goods purchased from us through our Site will, on delivery, conform with the description on the Site and be free from defects.

13.2       The warranty in Condition 13.1 does not apply to any defect arising in the Goods from:

13.2.1  fair wear and tear;

13.2.2  willful damage, abnormal storage or working conditions, accident, negligence by you or any third party;

13.2.3  any alteration or repairs by you or by a third party not authorised by us.

13.3       Subject to Condition 13.6, if we fail to comply with Condition 13.1 then you may return the Goods within 28 days using the cancellation process available through your account and the process set out under Condition 11 for a refund.

13.4       Subject to Condition 13.6, if we fail to comply with these Conditions, we shall only be liable to you for the Price paid for the Goods and delivery charges paid by you.

13.5       Subject to Condition 13.6, we will not be liable for losses that result from our failure to comply with these Conditions that are not foreseeable. Loss or damage is foreseeable if they were on obvious consequences of our breach or if they were contemplated by you and us at the time we entered into the Contract.

13.6       Nothing in these Conditions excludes or limits in any way our liability for:

13.6.1   death or personal injury caused by our negligence;

13.6.2   fraud or fraudulent misrepresentation;

13.6.3   any breach of the obligations implied by section 12 of the Sale of Goods Act 1979;

13.6.4   defective products under the Consumer Protection Act 1987;

13.6.5   any deliberate breaches of these Conditions by us that would entitle you to terminate the Contract between us; or

13.6.6   any other matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.

13.7       If you are a consumer, the warranty set out in this Condition 13 is in addition to, and does not affect, your legal rights in relation to Goods that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

  1. 14.          Written Communications

14.1       Applicable laws require that some of the information or communications we send to you should be in writing. When using our Site, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our Site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

  1. 15.          Notices

15.1       All notices given by you to us must be given to 25 Grosvenor Street, Mayfair, London W1K 4QN or by email to shop@odabash.com. We may give notice to you at either the email or postal address you provide to us when placing an order, or in any of the ways specified in Condition 14 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or 3 days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such e-mail was sent to the specified e-mail address of the addressee.

  1. 16.          Force Majeure

16.1       We shall not be liable to you or be deemed to be in breach of this Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Contract, if the delay or failure was due to any cause beyond our reasonable control such as (but without limitation) any strike, lock-out or other form of industrial action, failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors or inability to procure materials required for performance of the Contract (“Force Majeure Event”).

16.2       Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event. If the Force Majeure Event continues for a continuous period of more than 3 months, we may terminate the Contract by written notice to you.

  1. 17.          Entire Agreement

17.1       These Conditions and any document expressly referred to in them represent the entire agreement between you and us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.

17.2       We and you each acknowledge that, in entering into a Contract, neither you nor us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between you and us prior to such Contract except as expressly stated in these Conditions.

17.3       We intend to rely upon these Conditions and any document expressly referred to in them in relation to the subject matter of any Contract. While we accept responsibility for statements and representations made by our duly authorised agents, please make sure you ask for any variations from these Conditions to be confirmed in writing.

  1. 18.          Variation

18.1       We may revise these Conditions from time to time in the following circumstances:

18.1.1  changes in how we accept payment from you;

18.1.2   changes in relevant laws and regulatory requirements; and

18.1.3  changes in our systems capabilities.

18.2       Every time you order Goods from us, the Conditions in force at that time will apply to the Contract between you and us.

18.3       Whenever we revise these Conditions in accordance with this Condition 18, we will keep you informed and give you notice of this by stating that these Conditions have been amended and the relevant date at the top of this page.

  1. 19.          Assignment

19.1       The Contract between you and us is binding on you and us and on our respective successors and assigns. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.

  1. 20.          Severability

20.1       If any of these Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

  1. 21.                Waiver

21.1       A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by us to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

  1. 22.          Third Party Rights

22.1       Nothing in these Conditions shall confer on any third part any right or benefit under the provisions of the Contracts (Rights of Third Parties) Act 1999.

  1. 23.          Governing Law and Jurisdiction

23.1       The 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, and construed in accordance with English law, and we and you irrevocably submit to the exclusive jurisdiction of the courts of England.

This Site is operated by:

Avalon Fashions Limited whose registered office is at 25 Grosvenor Street, Mayfair, London, W1K 4QN;

Registered Company Number: 4794322

VAT Number: 974950473

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Shop@odabash.com (UK/Non-USA) or shopUSA@odabash.com (USA)