From Babies with Love Ltd Terms and Conditions

These Conditions apply to all non-account orders for the purchase of goods from the Supplier, to the exclusion of any other terms and conditions. If you would like to open an account with the Supplier, please contact the Supplier by email at trade@frombabieswithlove.org. Account orders will be subject to separate terms and conditions.

The Customer's attention is drawn in particular to the provisions of clause 9.

1. DEFINITIONS

In these terms and conditions: (a) “Business Day” means a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business; (b) “Conditions” means the terms and conditions set out in this document; (c) “Contract” means the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions; (d) “Customer” means the person or firm who purchases the Goods from the Supplier; (e) “Description” has the meaning given in clause 4.1; (f) “Force Majeure Event” means has the meaning given in clause 10; (g) “Goods” means the goods (or any part of them) set out in the Order; (h) “Intellectual Property Rights” means any and all rights in and/or to: (i) patents; (ii) inventions, discoveries, utility models and improvements whether or not capable of protection by patent or registration; (iii) copyright and related rights; (iv) moral rights; (v) design rights; (vi) trade marks and service marks; (vii) business or trade names, domain names, rights in get-up, rights to goodwill or to sue for passing off or unfair competition; (viii) database rights; (ix) confidential information, know-how, trade secrets; and (x) other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; (i) “Order” means the Customer's order for the Goods, as set out in the Customer's purchase order form overleaf; and (j) “Supplier” means From Babies with Love Trading Ltd ((registered in England and Wales with company number 7906449).

2. CONSTRUCTION

In these Conditions, the following rules of construction apply: (a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); (b) a reference to a party includes its personal representatives, successors or permitted assigns; (c) a reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted and a reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; (d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and (e) a reference to writing or written includes faxes and e-mails.

3. BASIS OF CONTRACT

3.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate. 
3.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
3.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
3.5 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
3.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of twenty (20) Business Days from its date of issue.

4. GOODS

4.1 The Goods are described in the Supplier's “Lookbook” (the “Description”).
4.2 The Supplier reserves the right to amend the Description if required by any applicable statutory or regulatory requirements.

5. PRICE AND PAYMENT

5.1 The price of the Goods shall be the price set out in the Order for the Goods covered by that Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date the Order is placed.
5.2 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which are set out separately in the Order or as otherwise notified by the Supplier to the Customer.
5.3 All payments made by the Customer shall be in pounds sterling unless otherwise notified by the Supplier.
5.4 The Supplier may, by giving notice to the Customer at any time before dispatch, increase the price of the Goods or the applicable delivery charges to reflect any increase in costs that is due to:

5.4.1 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
5.4.2 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.

5.5 The price of the Goods is inclusive of amounts in respect of value added tax (VAT). However, if the rate of VAT changes between the date of the Order and the date of dispatch, the Supplier will adjust the VAT payable, unless the Customer has already paid for the Goods in full before the change in VAT takes effect.
5.6 Orders that are shipped overseas may be subject to custom duties, fees and charges. These are not included in the purchase price or the delivery charge. The Customer is responsible for all of these charges. Orders that are shipped overseas may require export licences or permits. The Customer is responsible for obtaining and paying the cost of any required licences and permits.
5.7 Payment for the Goods and the applicable delivery charge(s) is required in full at the time the Order is placed and prior to dispatch. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence.
5.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

6. DELIVERY OF GOODS; ACCEPTANCE

6.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
6.2 Once the Goods have been paid for in full in accordance with clause 5.7 above, the Goods shall be dispatched by the Supplier and delivered to the location set out in the Order, or otherwise notified by Customer to Supplier (the “Delivery Location”).
6.3 Delivery is by Royal Mail for both mainland UK and international deliveries and any dates quoted for delivery are approximate only. Time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.4 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
6.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.6 If the Customer fails to accept delivery of the Goods, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract, delivery of the Goods shall be deemed to have been completed at 9.00 am on the third (3rd) Business Day after the day on which the Supplier delivered the Goods.
6.7 If ten (10) Business Days after the day on which the Supplier delivered the Goods the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
6.8 Where the Order is measured by number, the Supplier will have fulfilled its contractual obligation in respect of the Order by dispatching a quantity of goods within one or two packs above or below the quantity ordered.
6.9 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.10 The supply of Goods is subject to availability. It is not always possible for the Supplier to inform the Customer at the time the Order is placed whether the Goods are still available for purchase. In the event of this happening, a refund may be given.

7. TITLE AND RISK

7.1 Risk in the Goods shall pass to Customer on delivery.
7.2 Legal title to the Goods shall not pass to Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods (including applicable delivery charges), in which case title to the Goods shall pass at the time of payment.

8. QUALITY

8.1 The Supplier warrants that on delivery, the Goods shall:

8.1.1 conform with the Description;
8.1.2 be free from material defects in design, material and workmanship; and
8.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).

8.2 Subject to clause 8.3, if:

8.2.1 the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1;
8.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
8.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Supplier's cost,

the Supplier shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.

8.3 The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 8.1 in any of the following events:

8.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 8.2;
8.3.2 the Customer alters or repairs such Goods without the written consent of the Supplier;
8.3.3 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
8.3.4 the Goods differ from the Description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

8.4 Except as provided in this clause 8, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 8.1.
8.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
8.6 These Conditions shall apply to any replacement Goods supplied by the Supplier.

9. LIMITATION OF LIABILITY

9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:

9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
9.1.4 defective products under the Consumer Protection Act 1987; or
any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

9.2 Subject to clause 9.1:

9.2.1 the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
9.2.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.

10. FORCE MAJEURE

10.1 Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

11. ASSSIGNMENT

11.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
11.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.

12. NOTICES

12.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
12.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
12.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13. INTELLECTUAL PROPERTY RIGHTS

13.1 The Customer recognises that the Supplier and/or its licensors own the Intellectual Property Rights in the Goods, and nothing in these Conditions or in the Contract shall operate to grant or otherwise confer on the Customer any rights, interest or title in or to the same.

14. GENERAL

14.1 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.2 Waiver. A waiver of any right or remedy under the Contract or law 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 a party 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.3 Data Protection/Security. When placing the Order the Customer agrees to the purchase of Goods and to allowing the Supplier to process the Customer’s personal data for the purpose of carrying out the Contract and supplying the Goods. “Process” shall have the meaning given to it in the Data Protection Act 1998.
14.4 Third Party Rights. A person who is not a party to the Contract shall not have any rights to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.
14.5 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier.
14.6 Governing Law. 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 the law of England and Wales.
14.7 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).