Terms

CONDITIONS OF SALE FOR REGISTERED TRADE ACCOUNT

1. Definitions

"The Seller" means Falabella Jewellery UK Limited of York House, 4 Sheepscar Way, Leeds, LS7 3JB, United Kingdom. "The Buyer" means the customer of the Seller. "The Contract" means any contract for the sale of goods by the Seller to the Buyer.

2. Formation of the contract

These Conditions shall be incorporated into the Contract to the exclusion of any terms conditions or stipulations referred to by the Buyer and no variations or amendments of the Contract shall be binding on the Seller unless confirmed by it in writing. No conduct by the Seller shall be deemed to constitute acceptance of any terms put forward by the Buyer.

3. Prices

All prices are subject to change without notice.

The price to be paid by the Buyer shall be the Sellers price ruling at the date of dispatch as recorded in the Sellers invoice.

All prices quoted are exclusive of VAT which will be added at the rate in force at the date of dispatch.

4. Payment

If the Buyer does not have a credit account payment must be made with the purchase order or at the discretion of the Seller on delivery of the goods.

If the Buyer has a credit account payment must be made within 30 days from the date of delivery or of the Sellers invoice, whichever is the earlier.

Time for payment shall be of the essence of the Contract.

Without prejudice to any other right of the Seller if the Buyer fails to pay the invoice price by the due date the Seller shall be entitled to interest on any overdue amount from the due date until the said amount is paid (whether before or after judgment) on a daily basis at the rate of 2% per month. Further and without prejudice to any other right of the Seller, the Buyer shall reimburse to the Seller all costs and expenses (including legal costs) incurred in the collection of any overdue amount or in the collection of goods pursuant to a return notice.

5. Passing of risk

Risk in the goods shall pass to the Buyer upon delivery of them to the Buyers premises or as the Buyer shall direct. The Buyer will store the goods on his premises separately from his own goods or those of any other person in such away that they can readily be identified as the Sellers goods. The Buyer will at his own expense take all necessary measures for the protection of the goods including the insurance thereof for all usual risks with a reputable Insurance Company for the full replacement value of the goods.

6. Passing of title

Upon delivery of the goods to the Buyer or into custody upon the Buyers behalf the goods shall be and shall thereafter remain the risk of the Buyer. The Buyer shall hold the goods as bailer for the Seller until the earliest to occur of the following events, namely:

Recovery of physical possession of the goods by the Seller pursuant to a Return notice.

Payment in full of all monies owing by the Buyer to the Seller.

Until such time as the Buyer ceases to hold the goods as Bailee for the Seller under sub-clause a(i) of this clause the Seller shall retain full legal and equitable title to the goods and may at any time give written notice to the Buyer by requiring the Buyer to re-deliver the goods to the Seller (" a return notice") whereupon the Buyer shall forthwith place the goods at the disposal of the Seller who shall be entitled to enter upon any premises of the Buyer for the purpose of removing the goods and to remove such goods. The Buyer gives his irrevocable authority to enter his premises and recover the said goods pursuant to a Return Notice.

The Seller shall be deemed to have given a Return Notice to the Buyer if a Receiver is appointed over any of the assets or undertaking of the Buyer or a winding up order is made against the Buyer or the Buyer goes into voluntary liquidation or calls a meeting of or makes any arrangement or compromise with creditors or commits an act of insolvency.

Nothing in sub-clauses 6a, 6b or 6c shall prevent or preclude the Seller from bringing proceedings against the Buyer for the price of the said goods at any time after delivery thereof and after the period provided by this contract for payment of the price of the said goods has elapsed.

Subject to sub-clause 6b and 6c of this clause the Buyer shall be at liberty at any time while he holds the goods as bailee to dispose of the goods in the course of his business and to pass title to the goods to a purchaser being a bona fide purchaser for the value without notice of the Sellers rights provided that the Buyer impose the like reservations of title as stipulated under this clause under such contract into which the Buyer may enter which include any of the terms are as necessary to secure and safeguard the Sellers interests until payment in full of all sums owing by the Buyer to the Seller is made.

7. Special orders

Orders for non-standard products will be accepted only on receipt of the Buyers written instructions or the Buyers official purchase order Non-standard products correctly supplied against the Buyers order are not returnable.

8. Returns

Goods correctly supplied to order are not returnable except by previous agreement and must be consigned carriage paid to the Seller. A handling charge of 20% of the invoice value may be incurred in the absolute discretion of the Seller. No payment or credit note will be issued for returned goods accepted by the Seller unless the Sellers Invoice number is quoted.

9. Claims

Any claim for non-delivery of any goods shall be notified in writing by the Buyer to the Seller within 7 days of the date of the Sellers invoice.

Any claim that any goods have been delivered damaged are not of the correct quantity or do not comply with their description shall be notified by the Buyer to the Seller within 7 days of their delivery.

All alleged defects shall be notified by the Buyer to the Seller within 7 days of delivery of the goods or in the case of any defect which is not reasonable apparent on inspection within 7 days of the defect coming to the Buyers attention and in any event within 3 months from the date of delivery.

The Seller shall be afforded reasonable opportunity and facilities to investigate any claims made under this condition and the Buyer shall, if so requested in writing by the Seller, promptly return any goods the subject of any claim and any packing, securely packed and carriage paid to the Seller for examination.

The Seller shall have no liability with regard to any claim in respect of which the Buyer has not complied with the provisions of the sub-clauses of this Condition.

10. Limitations of liability

If the Buyer establishes that any goods have not been delivered or have been delivered damaged or are not of correct quantity or do not comply with their description the Seller shall at its option replace with similar goods any goods which are missing lost or damaged and do not comply with their description or allow the Buyer credit for their invoice value or repair any damaged goods.

In no circumstances shall the liability of the Seller to the Buyer under this Condition exceed the invoice value of the goods.

The Seller shall not be liable to the Buyer for any loss or damage caused directly or indirectly to the Buyer from any delays in delivery however so arising.

11. Delivery

Delivery of the goods shall be made at the Sellers earliest convenience. Any time or date for delivery is an estimate only and may be cancelled or revised at the discretion of the Seller. Time for delivery by the Seller shall not be of the essence of the contract.

The Buyer will accept delivery of the goods when tendered by the Seller and the Seller shall be deemed to have made due delivery of the said goods provided such delivery is tendered at the Buyers normal place of business within usual business hours or at such other place as may be agreed by the Buyer and the Seller or provided the said goods are delivered to a Carrier whether named by the Buyer or not) for the purpose of transmission to such normal place of business or other place.

12. Governing law and jurisdiction

The construction of the Contract shall be governed by English law and the Buyer consents to the exclusive jurisdiction of the English Courts in all matters regarding the Contract.

The headings of these Conditions are for convenience of reference only and shall not affect their Interpretation