Attention is drawn to the terms and conditions set out below, in particular to clause 10 (limitation of Radley's liability). They are binding upon all purchasers and govern all orders and contracts for the sale or supply of all products by Radley.

 

In these terms and conditions ("Conditions") the following words and expressions shall have the following meanings:

 

"the Price"                 means the price of the Products, agreed between Radley and the Purchaser at the date of order, including any discount terms.

"the Products"            means the products sold or supplied by Radley to the Purchaser including any labelling and packaging.

"the Purchaser"        means the entity or individual named in the order which buys  or has agreed to buy the Products from Radley.

"Radley"                    means Radley + Co. Limited, whose principal place of business is at Unit 1B, Etheridge Avenue, Milton Keynes MK10 0BP, United Kingdom, and all wholly owned subsidiaries including Radley Retail Limited.

 

1               ORDER AND ACCEPTANCE

1.1          These Conditions shall apply to and form part of all orders and other contracts for the sale or supply of the Products by Radley to the Purchaser and any terms and conditions in the Purchaser's order or enquiries inconsistent with these Conditions shall be of no effect. All orders for the Products shall be deemed to be an offer by the Purchaser to purchase the Products in accordance with these Conditions.

 

1.2          The acceptance of orders for the Products shall be at the entire discretion of Radley. Acceptance of the Purchaser's order shall become binding on Radley only when Radley has confirmed in writing that it has accepted the order.

 

2               PRICES

2.1          Radley will supply the Products to the Purchaser at the Price.

 

3               RETAIL

3.1          For the UK domestic market, Radley generally publishes suggested or recommended retail prices for its products (SRP’s or RRP’s). The Purchaser is, however, entirely free to resell the Products at whatever price it considers appropriate.

 

4               PAYMENT

4.1          The time of payment shall be of the essence of any order or other contract to which these Conditions apply. Payment will be in advance of delivery.

 

4.2          Unless otherwise stated in writing, the Price is exclusive of delivery charges, insurance charges, inclusive of VAT and other applicable taxes, duties or levies all of which are payable by the Purchaser in addition to the Price.

 

4.3          Payment shall be made by the Purchaser in GBP by debit or credit card, made via a digital payment request sent to the Purchaser by Adyen N.V., as

initiated by Radley. Payment will be collected by Adyen N.V. on behalf of Radley.

 

4.4          Payment shall be construed as being received at the time that Adyen N.V. confirms the payment request has been satisfied.

 

4.5          Radley shall be entitled to allocate payments received from the Purchaser against any invoice issued to the Purchaser that is due for payment.

 

5               PASSING OF PROPERTY AND RISK

5.1          The Products shall be at the Purchaser's risk from delivery.

 

5.2          Whether or not risk in the Products has passed, property in the Products shall not pass from Radley until Radley has received payment in full (in cash or cleared funds) of

 

(a)           all sums due to it in respect of the Products (including but not limited to the Price); and

 

(b)           all other sums which are or which become due to Radley from the Purchaser

 

and, until such payment, the Purchaser shall hold the Products to the order of Radley. Radley may bring an action for the Price notwithstanding that property in the Products has not passed to the Purchaser.

 

6               DELIVERY

6.1          Delivery shall take place on the first to occur of the following as agreed between the parties:

 

6.1.1      delivery of the Products to the Purchaser at Radley's premises;

 

6.1.2      delivery of the Products to the Purchaser's premises by Radley;

 

6.1.3      delivery of the Products to the agreed point of loading.

 

6.2          Any delivery dates requested by the Purchaser or estimated by Radley are approximate only and time of delivery shall not be of the essence, nor may the Purchaser make it so without Radley’s prior written agreement. Radley will use its reasonable endeavours to deliver in accordance with the delivery schedule agreed between the parties.

 

6.3          If the Purchaser refuses to agree a reasonable delivery date, does not respect an agreed delivery date or does not tender payment or provide Radley with such documentation as it shall reasonably require in order to effect delivery, Radley:-

 

6.3.1      may either effect delivery at the Purchaser's expense by whatever means it thinks most appropriate or arrange storage at the Purchaser's risk and expense pending delivery; and

 

6.3.2      may, upon giving the Purchaser 24 hours prior notice and the option to accept delivery within that timescale, re-sell or otherwise dispose of the Products or

part of them without prejudice to any other rights Radley may have against the Purchaser for breach of contract or otherwise.

 

6.4          Radley shall be entitled to deliver the Products by instalments and in such case each instalment shall constitute a separate contract and any failure or defect in delivery of any one or more instalments shall not entitle the Purchaser to repudiate the contract as a whole nor to cancel any subsequent instalment.

 

6.5          The Purchaser must inspect the Products upon delivery and inform Radley in writing within 48 hours of any products which are delivered in a damaged or defective state or of any shortfall in the quantity of any delivery. Any shortfall in the quantity of Products delivered from that stated in any contract to which these Conditions apply shall not give rise to a claim for damages for breach of contract solely as a result of such shortfall, but the Purchaser shall only be obliged to pay at the contract rate for the quantity of Products delivered.

 

6.6          Non-delivery must be reported by the Purchaser by telephone within 48 hours of the agreed date of delivery and confirmed in writing within 5 days of the agreed date of delivery.

 

7               RETURN OF PRODUCTS

7.1          Products cannot be returned for credit through agents of Radley.

 

7.2           The Purchaser shall have no right to require Radley to take back and to give credit for non-defective Products delivered to the Purchaser in accordance with clause 6.1.

 

7.3           Should the Purchaser prove to the satisfaction of Radley that Products supplied are not in accordance with the specifications of the order or are defective by way of faulty material or workmanship, Radley may at its discretion request the return of the Products in question for repair or replacement or issuance of a credit note to the value of the Products concerned.

 

7.4          Radley cannot be held responsible for lost returns (save where lost by Radley).

 

8               DEFAULT AND PURCHASER'S INSOLVENCY

8.1          In the event that:

 

8.1.1      there is any default or breach of any of the Purchaser's obligations under these Conditions, including without limitation any failure to make any payments due to Radley hereunder; or

 

8.1.2      the Purchaser shall make or offer to make any arrangement or composition with creditors, or any petition or receiving order is presented or made against the Purchaser, or (if the Purchaser is an individual) any order or petition for the Purchaser’s bankruptcy shall be made or presented or (if the Purchaser is not an individual) any order, resolution or petition to wind it up shall be made, passed or presented, or a receiver, manager or administrative receiver of all or any of its assets shall be appointed, or an administrator shall be appointed, an application for an administrator's appointment made or a

notice for an administrator's appointment filed, or the Purchaser becomes insolvent, or the Purchaser undergoes any similar or analogous process to the foregoing in any jurisdiction; or

 

8.1.3      there is a material change in the control or ownership of the Purchaser,

 

then (without prejudice to any other remedies Radley might have) in any such case, the Purchaser's right (under clause 5.4 or otherwise) to resell Goods in which title has not passed to it shall immediately terminate and outstanding unpaid invoices rendered by Radley in respect of the Products shall become immediately payable by the Purchaser and (except where Radley exercises its rights under clauses 8.1.4, 8.1.5 or 8.1.6) invoices in respect of Products ordered and delivered prior to termination but for which an invoice has not been submitted shall be payable immediately upon submission of the invoice and Radley shall be entitled to:-

 

8.1.4      refuse to make delivery of any further consignment of any Products agreed to be supplied, including cancelling any outstanding delivery or stopping any Products in transit; and/or

 

8.1.5      cancel or suspend any current or future order or other contract to which these Conditions apply (either in whole or part) by notice in writing to the Purchaser; and /or

 

8.1.6      sell or otherwise dispose of to a third party any Products which are the subject of any order by the Purchaser and which have not yet been delivered.

 

8.2          In the event any contract to which these Conditions apply is terminated by Radley under clause 8.1 the Purchaser shall indemnify Radley against all losses arising out of such termination. Such losses shall be deemed to include loss of profits, the cost of work in progress, labour costs and the cost of any materials or components purchased by Radley for use in manufacturing the Products for the Purchaser which were not so used and which Radley will be unable to use in future in the production or manufacture of any other products.

 

8.3          Termination of any contract to which these Conditions apply shall be without prejudice to any rights accrued in favour of either party prior to the date of such termination.

 

9               FORCE MAJEURE

9.1          If Radley is prevented from fulfilling any order or contract or otherwise fulfilling its obligation within a reasonable time by force majeure, it will notify the Purchaser of the delay. Radley shall be under no liability to the Purchaser and shall be entitled to extend the time or times for delivery or otherwise performing such contract for so long as such cause of prevention or delay shall continue.

 

9.2          For the purpose of these conditions "force majeure" shall be deemed to be any cause affecting the performance of these conditions arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of Radley.

10           LIMITATION OF RADLEY'S LIABILITY

10.1       Radley's liability (if any) whether in contract, tort (including, without limit, negligence) or otherwise in respect of any defect in the Products, or for any breach of these Conditions, or of any duty owed to the Purchaser in connection with them shall be limited to the amount of the Price.

 

10.2       Radley shall not be liable for:

 

10.2.1  any delays in delivery; or

 

10.2.2  any minor variations in colour, texture, shade and/or general appearance of the Products; or

 

10.2.3  any loss of profit or goodwill suffered or incurred by the Purchaser or any third parties; or

 

10.2.4  any indirect or consequential loss of any kind whatsoever;

 

10.2.5  the cost of substitute goods.

 

10.3       For the avoidance of doubt, nothing in these Conditions shall exclude or restrict Radley's liability:

 

10.3.1  for any fraudulent misrepresentation made to the Purchaser on which the Purchaser relied in entering into any contract made under these Conditions; or

 

10.3.2  in relation to any statutory implied conditions as to title in the Products; or

 

10.3.3  to any person for death or personal injury to that person resulting from Radley's negligence; or

 

10.3.4  under consumer protection legislation to a person who has suffered physical injury caused wholly or partly by a defect in the Products or to a dependent or relative of such a person.

 

11           GENERAL

11.1       The Purchaser shall keep confidential at all times any and all  information, data and other items ("Information") received from Radley which are marked "Confidential" or which may by their nature reasonably be considered to be confidential. This obligation shall not however apply to Information which is  in or, without breach of this obligation, comes into the public domain or which is already in the Purchaser's possession without obligation of confidence.

 

11.2       The Purchaser may not assign or transfer or purport to assign or transfer any contract to which these Conditions apply or the benefit thereof to any person whatsoever. These Conditions shall not confer any benefit upon any person who is not a party to the contract between Radley and the Purchaser.

 

11.3       These Conditions shall constitute the entire agreement between Radley and the Purchaser and any modification to these Conditions will be binding only if it is evidenced in writing, signed by a Director of Radley and such evidence contains a specific reference to these Conditions being modified. The

Purchaser confirms that in entering into its contract with Radley it has not relied upon any matter not set out in these Conditions and acknowledges that, except in relation to fraudulent misrepresentation, Radley shall not have any liability for pre-contract statements, representations or similar.

 

11.4       Each of the above provisions and the separable parts thereof shall be construed as independent and standing on its own. Should any part of these Conditions be or become partially or totally invalid or for any reason unenforceable it shall be deemed deleted and none of the other provisions or parts thereof shall be invalidated or affected in any way and shall remain in full force and effect.

 

11.5       A failure by either Radley or the Purchaser to enforce any right conferred upon it by these Conditions shall not be deemed to be a waiver of such right or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.

 

11.6       If one party needs to give a formal notice to the other, it shall do so in writing, sent by international courier (if to or from a non-UK address) or pre- paid first class post (if to and from a UK address) to the recipient's registered office address or, alternatively, to the recipient's address set out on its most recent order and/or invoice. A notice given in this way shall be deemed to have been served on the second day after the date of posting.

 

11.7        Any contract to which these Conditions apply (and these Conditions themselves) shall be governed by English Law and subject to the exclusive jurisdiction of the English Courts.