In these Terms and Conditions the following expressions are to be understood as defined below:
(a) 'the Company' shall mean, either John Whitaker International Limited, or Brogini Limited, Smallbridge Business Park,Riverside Drive, Rochdale, Lancashire, OL16 2SH, United Kingdom
(b) 'the Buyer' shall mean the person, firm, company or organisation with whom the contract to sell the goods is made by the Company;
(c) 'the Products' shall mean the articles, things or products or any of them described in the Contract for the sale or supply of goods between the Company and the Buyer.
These conditions shall form the basis of the contract between the Company and the Buyer. Notwithstanding anything to the contrary in the Buyer's standard conditions of purchase, these conditions shall apply except so far as expressly agreed in writing by the head office of the Company. No servant or agent of the Company has power to vary these conditions orally, or to make representations or promises about the condition of the goods, their fitness for any purpose, or any other matter whatsoever.
3. ACCEPTANCE OF ORDERS
Orders are accepted subject to the following terms and conditions which are deemed to be incorporated in all contracts of the Company to sell goods and on the understanding that the Buyer agrees to waive those of his conditions which conflict with, or are in addition to, these general terms of sale. No other conditions shall apply unless agreed in writing by the Company.
Prices are shown in the written confirmation given by the Company to the Buyer for each proposed purchase of Products by the Buyer but are subject to cost variations as described in Clause 5 below.
Prices are quoted in Great Britain Pounds Sterling (£) EX WORKS (EXW), ROCHDALE UK, or alternatively, where agreed between the Company and the Buyer, in Euros. The trade term 'EXW' and any other trade term which may be used in connection with a sales transaction, is to be understood as defined in 'INCOTERMS 2000' of the International Chamber of Commerce.
Where prices are quoted using trade terms that would include VAT payable in accordance with EU VAT regulations, the Company will either invoice the Buyer for the VAT at the UK rate as a separate item on the invoice or, if the Buyer so wishes and can supply a VAT - registration number which is valid in the country to which the goods are being sent, make no charge for the VAT, which would then be payable by the Buyer to the local VAT authorities in the country of destination.
5. COST VARIATION
Quotations and estimates issued by the Company are, unless otherwise stated, based on the cost of materials at the time that the quotation or estimate is given and are subject to amendment on or after acceptance of order and up to the time of despatch of the products to the Buyer should there by any unforeseen change in the market cost of the materials due to strikes, force majeure happenings or to acts of governmental authorities.
Payment is to be made in accordance with the instructions contained in the written confirmation sent by the Company to the Buyer for each proposed purchase of Products by the Buyer.
7. TIME OF DELIVERY
Any delivery time referred to in any quotation or acceptance by the Company shall be deemed to commence from the date of receipt by the Company of an official order signed by the Buyer and accepted in writing by the Company and with the production of all necessary information in writing to fulfil the order.
The Company undertakes to use its best endeavours to despatch the goods on the promised delivery date, but does not guarantee to do so.
Time of delivery shall not be of the essence of the contract unless expressly stipulated in writing. If delivery is delayed by strikes, lockouts, fire, accidents, defective materials, delays in receipt of bought-in components or any other cause beyond the reasonable control of the Company, a reasonable extension of time for delivery shall be granted by the Buyer and the Buyer shall pay such reasonable extra charges as shall have resulted from the delay.
8. SHORTAGES AND DAMAGE ON RECEIPT OF GOODS
The Buyer shall note any claim for short delivery and/or for damage to goods during transit on the delivery note and shall confirm such findings in writing to the head office of the Company within seven (7) days from the date of delivery. If short delivery does take place, the Buyer undertakes not to reject the goods but to accept the goods delivered as a part performance of the contract.
The Buyer shall carry out a thorough inspection of the goods within seven (7) days after their delivery and shall give immediate notification to the head office of the Company of any manufacturing defects or faults that a reasonable examination would reveal.
Subject to compliance with the above requirements, which shall be a condition precedent to the company's liability, the Company shall repair or replace (at its option) any products which fail due to faulty materials or workmanship.
The liability of the Company under this guarantee shall be limited to the invoice value of the Products and the Company shall not be liable for any consequential loss or damage however caused. It shall be the duty of the Buyer to insure against such consequential loss and hold the Company harmless.
10. FRUSTRATED OR DELAYED DELIVERY
Whilst every endeavour will be made to adhere to quoted delivery times, the Company cannot accept liability for any losses incurred by the Buyer that result from delay. Delays shall not entitle the Buyer to cancel the order nor to claim for loss of trade, or profits, or damages against the Company. The Company reserves the right to make partial deliveries. In case of delays caused by circumstances beyond its control, including force majeure happenings such as fires, floods, earthquakes, wars, strikes, riots, civil commotions, epidemics and unpredictable natural events beyond the control of the Company or acts of governmental authorities, including supra-national governmental bodies, the Company retains the right to either suspend deliveries or to cancel the contract without liability.
11. VARIATION OR SUSPENSION OF WORK
In the event of any change of an order by the Buyer, or variation or suspension of work being carried out for the Buyer, by the Buyer?s instructions or lack of instructions, any price quoted by the Company may be adjusted accordingly. In the event of the order being cancelled after the work has commenced, the Buyer shall be liable to pay the Company for all expenses and costs incurred in addition to loss of profit incurred as a result.
12. DEFAULT OR INSOLVENCY OF BUYER
If the Buyer should fail to accept the Products or any instalment thereof or shall fail to pay any sum due to the Company at the proper time, or if the Buyer shall commit any act of bankruptcy or if any bankruptcy petition be presented against him, or, if the Buyer is a company, a petition to wind up such a company shall be passed or prescribed or if a receiver of the whole or any part of such company's assets shall be appointed, the Company may determine to cancel, wholly or in part, any or every contract between the Company and the Buyer or may, by notice in writing suspend further of Products until any faults by the Buyer be rectified.
13. PASSING OF TITLE AND RISK
From the time the Company delivers the Products in accordance with the terms of trade quoted, the Products shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance as if he were the owner but the Products shall remain in the ownership of the Company until payment thereof has been made in full and unconditionally. Whilst the ownership of the Company continues, the Buyer shall keep the Products separate and identifiable from all other goods in his possession. In the event of any resale of the Products by the Buyer, the proceeds of the sale shall be held in trust for the Company by the Buyer who will stand in strict fiduciary capacity in respect thereof. In the event of failure to pay the price in accordance with the contractual obligations, the Company shall have the power to remove the Products and resell them.
14. SPECIFICATIONS / DESCRIPTIONS
All products delivered will generally be to the specification and descriptions furnished by the Company except where the Products are produced solely in accordance with the Buyer's specifications. The Company reserves the right, between the acceptance and delivery stages of any order, to make changes that are designed to improve the quality or performance of the Products.
15. LIMITATION OF LIABILITY
The Company shall not, in any circumstances, be liable for injuries, losses, expenses or damage, direct or indirect or consequential, sustained by the Buyer or any person, which may in any way be attributable to the adoption, either by the Buyer or by any third party, of technical or other information, data or advise, given by or on behalf of the Company, or however otherwise caused in relation to the use of the Products if it is not in accordance with the specified application on the Product(s) as defined by the Company.
16. WAIVER CLAUSE
Any failure by the Company to enforce any or all of these conditions, shall not be construed as a waiver of any of the Company's Rights hereunder.
Headings contained in these Standard Terms and Conditions are for reference purposes only and shall not be incorporated into the Standard Terms and Conditions themselves or the Contract of Sale between the Company and the Buyer.
18. LAW OF CONTRACTS OF SALE
All contracts of sale shall, in all respects, be construed as English contracts made in conformity with English law and both parties shall submit to the jurisdiction of the English Courts.
United Kingdom Contracts
Any dispute or difference arising out of or in connection with this contract shall be settled amiably between the parties. Failing agreement within fourteen (14) days, the parties shall agree to arbitration by a single arbitrator to be appointed by the President or Vice-President of the Chartered Institute of Arbitrators or by Alternative Dispute Resolution (mediation) with a mediator appointed by CEDR, London (Centre for Effective Dispute Resolution).
EU and International Contracts
Any dispute or difference arising out of or in connection with this contract shall be settled amicably by the parties. Failing agreement within fourteen (14) days, disputes shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce and Industry by one or more arbitrators appointed in accordance with the said Rules or, where facilities exist, by Alternative Dispute Resolution (mediation) at a place which is mutually agreeable to both parties.
20. RETURNS POLICY
If you have ordered an incorrect size we will exchange for the correct size if informed within 14 business days and the boots are returned in the condition they were received. This excludes all 'made to measure' boots which customers must take responsibility for their own sizing information. Please note that any boots that are returned for a size exchange will incur a delivery charge of £7.50.
You may return unworn or faulty goods within 14 days of receipt of your order. All returned goods must be returned with a proof of purchase, i.e. A copy of your delivery note showing date and price.
If you have a pair of boots to return please return with delivery note, reason for return and contact information to: -
Small Bridge Business Park
Faulty goods will be inspected and if found to have a manufacturing default a full refund or replacement will be offered.
Boots up to one month old will be repaired free of charge.
Please note we do not refund carriage. Any costs incurred by the customer will not be refunded by Brogini.com.