ZOE JEWELLERY Terms and Conditions of Trading 1. GENERAL Any agreement made between Zoe Jewellery (“the Seller”) and the Buyer for the sale of goods or provisions of services (“the Contract”) shall only be subject to these conditions. Any representation or warranty made by or on behalf of the Seller prior to the Contract whether orally or in writing is hereby expressly excluded. Both the Seller and the Buyer agree that they contract as principals and not as agents for any other party. 2. QUOTATIONS AND ORDER ACCEPTANCES Acceptance of a quotation or tender by the Buyer shall deem to be acceptance of these conditions and on such acceptance these conditions shall override any conditions contained in any purchase order delivered by the Buyer. In the event that individual clauses of these conditions are invalidated, the remaining clauses shall remain valid. The Seller’s quotation shall be valid for a period of seven days only, after such time the Seller may withdraw the quotation. 3. VARIATION OF PRICE Quotations are based on current wages, raw materials and general commodities. In respect of orders placed more than two months before delivery, the Seller shall have the right to revise prices and such revised prices if notified shall be in substitution for the original order price. 4. TERMS OF PAYMENT 4.1 Unless otherwise agreed the terms of payment are strictly cleared funds on delivery. 4.2 Should the Buyer fail to make payment the Seller shall be entitled to withhold goods and to charge interest on any amount outstanding after the due date for payment at the rate of 1½% per month, which shall accrue on a daily basis. 4.3 If the Contract provides that goods shall be delivered by instalments each instalment shall be considered to be a separate contract in accordance with these conditions. Failure by the Buyer to make payment by the due date for any one instalment for whatever reason shall entitle the Seller to suspend deliveries of goods under the Contract but without prejudice to any other rights. In particular, if litigation ensues between the Seller and Buyer on account of the Buyer failing to make payment the Seller shall be entitled to his solicitor’s costs in pursuing any overdue account including any Court fees that are incurred from the Buyer irrespective of the amount of the Sellers claim. 4.4 Payment may not be delayed or refused for any alleged defects in the goods which the Seller undertakes to correct under the terms of its warranty. 4.5 If the Buyer shall fail to give delivery instructions or take delivery or make any payment when it becomes due or shall commit any other breach of contract and fail to remedy the same with in seven days of receiving the Seller’s request in writing so to do or shall enter in to any composition or arrangement with its creditors or if any distress or execution is levied upon any goods or property of the Buyer or if the Buyer commits any act of bankruptcy or being a limited company shall have a receiver appointed of the whole or any part of it’s undertaking or assets or shall pass a resolution for winding up (except solely for the purpose of amalgamation or reconstruction) or a court shall make an order to that effect or if not being a limited company shall have a receiving order made against it the Seller may cancel any further delivery of goods or provision of services and treat the Contract as determined but without prejudice to the Sellers right to any unpaid price for goods delivered or services provided under the contract and to damages for loss suffered. 5. TAXES The price quoted is inclusive of value added tax and any other applicable tax. If the rate of taxation alters between the order date and the invoice date, the Buyer agrees to reimburse the Seller with the increase in taxation which he is required to pay. 6. REPAIRS Repairs are accepted in good faith at the Buyer’s risk but no liability is accepted for workmanship or materials or damage occurring for whatever cause during the course of the repair. 7. SAMPLES AND SPECIFICATIONS Where the goods are manufactured in conformity with a sample provided by the buyer, it shall be the Buyer’s responsibility to ensure the sample is of the correct standard and specification. The Seller shall reserve the right to provide the Buyer with a drawing or sketch plan or request that the Buyer provides a signed drawing or sketch plan. The Buyer shall supply such drawing in reasonable time to enable the Seller to complete delivery within the period named and the Seller shall not be responsible for any delay or loss incurred by the Buyer’s failure to supply a drawing. The Seller shall not be responsible for the accuracy of any drawings or specifications supplied by the Buyer. 8. TITLE TO GOODS 8.1 Until payment in full has been received for all goods comprised in the Contract full legal and beneficial ownership of such goods shall be retained by the Seller notwithstanding that the risk in the same shall pass to the Buyer at the time of delivery. 8.2 Should the goods be converted into a new product or products whether or not such conversion involved the addition of any other goods and/or any other materials whatsoever and in what ever proportions the Buyer will immediately place the new product or products in store separate from other goods and in a situation where they may be clearly identified. Thereupon full legal and beneficial ownership of the new product or products shall pass to the Seller and the Seller shall be entitled to a due proportion of the proceeds of sale of the same to the Buyer’s Customer in accordance with the provisions of paragraph 8.3 8.3 Subject to paragraph 8.4 and 8.5 the Buyer shall be at liberty to sell the goods comprised in the Contract and/or any other products made wholly or partly therefrom in trust to pay the Seller such sums to which it is entitled under the provisions of the contract. 8.4 The Seller may at any time revoke the Buyer’s power of sale as provided in paragraph 8.3 by giving the Buyer notice in writing of such revocation in the event of the Buyer being in default for longer than fourteen days in the payment of any sum whatsoever due to the Seller from the Buyer. 8.5 The Buyer’s power of sale as provided in paragraph 8.3 shall automatically cease if a receiver is appointed over the whole or any part of the assets or the undertaking of the Buyer or a winding up order is made against the Buyer or the Buyer goes in to Voluntary liquidation (except solely for the purpose of reconstruction or amalgamation) or calls a meeting or makes any arrangement with his or its creditors or commits any act of bankruptcy. 8.6 Until payment in full for the goods has been made the Buyer shall hold the same as Bailee of the Seller and shall at all times take proper care of the same and/or any product made wholly or partly therefrom and keep them in such manner that they may be clearly identified as belonging to the Seller. The Buyer will return the goods and/or any products made wholly or partly therefrom to the Seller if it receives a request so to do prior to payment in full having been made. 8.7 Where goods are supplied on approval the Seller reserves the right to retake such goods at any time without notice. 8.8 The Seller may for the purpose of recovery of its goods enter with or without vehicles and machinery upon any premises where they are stored (or where they are reasonably thought to be stored) and may repossess the same. 8.8.1 On determination of the Buyer’s power of sale under paragraph 8.4 and/or 8.5 the Buyer shall place the goods comprised in the Contract and/or any products made wholly or partly therefrom in the Buyer’s possession at the Seller’s disposal and the Seller shall be entitled to enter upon the premises of the Buyer for the purpose of removing the same using such force as is reasonably necessary for such purpose. 8.8.2 The Seller shall hold those goods and/or products collected in accordance with the provisions of paragraphs 8.8.1 and 8.8.2 upon trust to sell the same and shall retain from the proceeds of sale thereof any sum whatsoever due to the Seller from the Buyer in respect of this or other Contracts made between the Seller and the Buyer and shall pay any balance remaining therefrom to the Buyer. 9. GEMS AND STONES All orders for goods incorporating gems and other precious stones shall be subject to the availability of suitable gems and stones. The Seller shall have the right to substitute suitable stones in the event of the ones ordered by the Buyer not being available and adjust the price of the goods accordingly. 10. WARRANTY 10.1 The Seller’s liability under this warranty shall automatically cease if:- 10.1.1 The Buyer shall not have paid for all goods supplied under the Contract by the due date referred to in paragraph 4; or 10.1.2 The Seller is denied full and free right of access to the defective goods and the Buyer does not return the goods within 14 days of the date of delivery; or 10.1.3 The Buyer permits persons other than the Seller or such persons authorised by the Seller to effect or attempt any repair or replacement or other rectification or defective goods; or 10.2 The warranty set out in paragraph 10.1 shall be in lieu of any warranties conditions or undertakings whether express or implied by statute common law or otherwise howsoever which warranties conditions and undertakings are subject to Sections 6 (1) and 7 (3) (A) of the Unfair Contract Terms Act 1977 (“the Act”) hereby expressly excluded. 10.3 The Seller’s responsibility is limited to the terms of this warranty and (except in respect of death or personal injury resulting from the negligence of the Seller its servant or agents) the Seller shall not be liable for any claim for incidental loss, injury or damage whatsoever made by the Buyer or any third party against the Seller in connection with any defect in the goods or services whether or not such defect is directly or indirectly caused by negligence, act of omission or neglect of the Seller or whether or not such defect amount to a breach of a fundamental term of the Contract. 10.4 Notwithstanding the provisions of this warranty if the Contract is with a person who deals as consumer as defined by Section 12 of the Act nothing herein contained shall operate to exclude any liability for breach of such obligations as are mentioned in Section 6(2) or the Act. 11. INDEMNITY AND PATENTS The Seller makes no representation and assumes no liability as to any patents that may be involved in the procedures, methods and performance of the work and the Buyer shall indemnify the Seller against any claim or liability in respect of any infringement of patents, copyright, or registered design resulting from the Seller’s compliance with the Buyer’s plans, instructions or directions. Copyright in all drawings prepared by or for the Seller shall remain the absolute property of the Seller. 12. DAMAGE: LOSS IN TRANSIT The Seller does not accept any responsibility for goods damaged in transit unless damage is reported by separate notice in writing to the carriers and to the Seller within 3 days of receipt of goods by the consignee and the goods have been signed for as not examined. In the event of non-delivery of the goods in whole or part, no claim can be entertained unless notice in writing of such non-delivery reaches the Seller within such time from the date of dispatch as would enable a claim to be made on the carriers. 13. CARRIAGE Postage and carriage shall be paid by the Buyer in addition to the order price on all consignments except where otherwise stated. All goods not hand delivered shall be sent by Special Delivery with appropriate insurance. 14. DELIVERY COMMITMENTS 14.1 Delivery of goods shall be deemed to be effected at the following times:- 14.1.1 Where goods are delivered by the Seller when the same arrive prior to unloading at the Buyer’s premises; 14.1.2 Where goods are delivered by an independent carrier delivery of the same by the Seller to the Buyer shall be deemed to be effected at the time of collection by or delivery to the carrier; 14.1.3 If goods being collected by the Buyer collection as aforesaid will constitute delivery to the Buyer; 14.2 Whilst the Seller will make every reasonable effort to complete the Contract by the date specified such date shall only constitute the times by which the Seller expects to effect such delivery or provision and the Seller’s failure to do so or provide by the due date shall not constitute a breach of contract and the Seller shall not be responsible for any direct or consequential loss resulting. 14.3 The Seller retains the right to make such arrangements as it wishes for the manufacture of the goods and shall have the right to sub-contract to such company as it thinks fit but nevertheless to the Seller remaining liable under the conditions in respect of any default, error or omissions by any sub-contractor. The Contract shall be deemed to commence on approval of the Buyer’s drawings, receipt of the Buyer’s acceptance, Buyer’s order or upon payment by the Buyer of the Buyer of the first stage payment whichever event shall be the latest. Dates or periods for delivery stated in the contract are only approximate and time shall not be of the essence in respect thereof. 15. FORCE MAJEURE The Seller shall not be liable for failure to perform or for delay in performance due to inclement weather, fire , flood, strike, lock-out, trade dispute or other labour difficulty, act of God, act of governmental authority or of the Buyer, riot, sabotage, embargo, car shortage, fuel or energy storage, wreck or delay in transportation, major equipment breakdown, inability to obtain necessary labour, material or manufacturing facilities from usual sources and/or any cause beyond it’s reasonable control. In the event of delay in performance due to any such cause , the date of delivery may, upon notice given be extended for a period of up to twenty-eight days to overcome the effect of such delay. 16. CANCELLATION OF ORDERS Cancellation of orders, in whole or in part, cannot be accepted without the Seller’s consent in writing which if given shall be deemed to be on the express condition that the Buyer shall indemnify the Seller against all loss damages claims or actions arising out of such cancellation unless otherwise agreed in writing. 17. LEGAL CONSTRUCTION These conditions shall be governed by and construed in all respects in accordance with the laws of England and the Seller and the Buyer hereby agree to submit to the Jurisdiction of the English courts. 18. STATUTORY RIGHTS These conditions do not affect the statutory rights of the Buyer as a consumer. 19. SEVERENCE If at any time any one or more of the provisions of these conditions becomes invalid illegal or unenforceable in any respect under any law or is held by a court to be invalid illegal or unenforceable the Validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. 20. RISK AND INSURANCE The risk in the goods shall pass to the Buyer at the time of delivery as provided for in paragraph 4. The reservation of title contained in paragraph 8 shall not affect the Buyer’s responsibility to effect insurance cover.