GENERAL TERMS AND CONDITIONS OF SALE

1. INTERPRETATION AND APPLICATION INTERPRETATION

‘Acknowledgement Of Order’ means any acknowledgement issued by
the ‘Seller’ of an order for goods placed by the Customer.
‘Seller’ means Oursoles.
‘Conditions’ means these General Terms and Conditions of Sale.
‘Contract’ means the contract, however made, between the Seller
and the Customer for the supply of the Goods.
‘Customer’ means the person, firm or Company with whom the
Company contract to supply the Goods.
‘Delivery Address’ means such, if any, address as appears as such on any
Acknowledgement of Order which may be issued by the Company, and if
none is issued or specified, such address as may have been agreed by
the Seller for the purpose for delivery.
‘Goods’ means any goods, materials or services supplied by the Seller to
the Customer.
‘Incoterms’ means the standard international trading terms drafted by the
International Chamber of Commerce which came into force on 1st
January, 2000.
‘UK Mainland’ means the mainland of England, Scotland and Wales and,
for the avoidance of doubt, excludes Northern Ireland and all offshore
islands.
‘Parties’ means the Seller and the Customer.
‘Writing’ subject to clause 12.3 includes facsimile transmission and
comparable means of written communication including e-mail.
Where the context so admits any reference in the Conditions to the
singular shall include the plural and vice versa and any reference to
gender shall include the masculine and/or feminine as the case may be.
The headings in these Conditions and in any other Conditions agreed
by the Seller are for convenience only and shall not affect their
interpretation.
APPLICATION
These Conditions apply (in addition to the Seller’s General Terms and
Conditions of Sale in force from time to time) to all sales of Goods by the
Seller to the Customer and shall apply in place of and prevail over any
terms or conditions contained or referred to in the Customer’s order or in
correspondence or elsewhere or implied by trade, custom, practice or
course of dealing unless specifically agreed to in Writing by a director or
other authorised representative of the Company and any purported
provisions to the contrary are hereby excluded or extinguished. The
Customer’s acceptance of any deliveries of Goods from the Company
shall be conclusive evidence of the application of the Contract to such
Goods.
Any typographical, clerical or other error or omission in any sales
literature, catalogue, quotation, price list, acceptance or offer, invoice or
other document or information issued by the Company shall be subject
to correction without any liability on the part of the Company. Any waiver
or breach of these Conditions shall not prejudice the Company’s rights in
respect of any subsequent breach.

2. ORDERS

2.1 A quotation issued by the Company and/or the publication of a
price list or catalogue by the Company constitutes an offer capable of
acceptance by the Customer within such period as may be specified by
the Company in Writing in the quotation or, if none is specified, within 28
days of the date of the quotation and the Seller reserves the right to
withdraw or revise any quotation at any time prior to the Seller’s
acceptance of the Customer’s order.
2.2 The Sellers’s acceptance of the Customer’s order shall be effective
only where such acceptance is made by an authorised representative of
the Seller. Where the Seller issues an Acknowledgement of Order,
unless the Customer notifies the Company in Writing within 24 hours
after the date of its despatch that any of the particulars given in it are
incorrect, the Customer shall be deemed to have accepted that the
particulars set out in it are complete and accurate.
2.3 If no quotation or written Acknowledgement of Order is given by the
Seller but the Seller has received an order from the Customer, then
provided that the Customer shall have had notice of these Conditions,
the Goods are supplied and all work is done on and subject to these
Conditions alone.
2.4 Stock products will only be supplied in the unit packs specified in the
Company’s price lists from time to time.
2.5 Orders for Non-Stock Products cannot be cancelled. Any orders for
other Goods may only be cancelled if confirmation in Writing is received
by the Seller before the Goods have been packaged for delivery.

3. PRICES

3.1 The price of the Goods shall be the amount contained in the Seller’s
price list therefore current at the date of invoice. The Seller shall have
the right at any time before delivery to revise the price of the Goods to
take into account increases in costs including (without limitation) costs of
any goods, materials, carriage, labour or overheads, the increase or
imposition of any tax, duty or other levy and any variation in exchange
rates.
3.2 The amounts shown in the Sellers’s price lists exclude carriage
(by whatever means the Seller selects) to one address on the UK
Mainland, all Goods contained in one Contract being delivered at one
time. In the case of Goods to be delivered at an address outside the UK
Mainland the amounts shown in the Seller’s price lists represent the exworks
cost of the Goods and all delivery charges (including those for
transportation, insurance clearance (including fees and duties) and
onward delivery) shall be paid by the Customer.
The Seller reserves the right to raise further charges on the invoice for
the Goods, or separately, in respect of packaging, transport,
insurance, forwarding, storage or otherwise if the Customer requests
delivery in any other way.
3.3 Unless otherwise specified all prices are exclusive of any applicable
Value Added Tax and any other tax or duties payable by the Customer
which the Customer shall additionally be liable to pay to the Seller.
3.4 The Seller shall be entitled to invoice the Customer for the cost of all
pallets and other returnable packaging materials unless the same are
returned to the Seller in good condition, carriage paid within 30 days of
the date of delivery.
3.5 Orders with a nett invoice value of less than an amount
determined from time to time by the Seller (“small orders”) shall be
subject to a handling charge payable to the Company. These
amounts are variable at the option of the Seller and can be
ascertained at any time on application to the Seller.
3.6 Any additions will be treated as new orders and subject to the
surcharge described in Condition 3.5.
3.7 A specific request for next day delivery will incur a delivery
charge of £8.99.
3.8 A specific request for pre 10.00am diamond delivery service will
incur a £20.00 per parcel charge. (This service is subject to Post Code).
3.9 All pre-production work (including, without limitation, development,
drawings, creating patterns, design and production of samples) which is
carried out at the Customer’s request shall be charged for at the Seller’s
current rates, details of which are available on request.
3.10 The Seller shall be entitled to make a reasonable charge if
machinery time is reserved at the Customer’s request to apply any
process of manufacture (including embroidery) to any Goods or where
the production schedule for the Goods is postponed at the Customer’s
request.
3.11 All orders despatched to British off-shore islands are
despatched as ex-works thereby all carriage will be charged at cost
(minimum £15) for any order received.

4. TERMS OF PAYMENT

4.1 Subject to any special terms agreed in Writing between the
Customer and the Seller, the Seller shall be entitled to invoice the
Customer for the price of the Goods and any other amounts payable
by the Customer in relation to the Goods on or at any time after
delivery of the Goods unless the Goods are to be collected by the
Customer or the Customer wrongfully fails to take delivery of the
Goods, in which event the Seller shall be entitled to invoice the
Customer for the price of the Goods at any time after the Seller has
notified the Customer that the Goods are ready for collection or (as
the case may be) that the Seller has tendered delivery of the Goods.
4.2 Payment of invoices shall unless otherwise agreed in Writing be
made in full in cleared funds without any deduction, set-off or
counterclaim within 30 days of the date of invoice.
4.3 Interest shall be payable by the customer on overdue accounts at the 
current reference rate plus 8% to run from the due date for payment 
thereof until actual receipt by the Seller of the full amount whether 
before or after judgement. The seller also charges debt recovery costs 
of between £40 - £100 in accordance with the late payment legislation. 
4.4 If in the opinion of the Seller the credit-worthiness of the Customer
shall have deteriorated prior to delivery the Seller may require full or partial
payment of the price prior to delivery or the provision of security for
payment by the Customer in a form acceptable to the Seller.
4.5 Non-Stock Products are non-returnable. Any other Goods may only be
returned with the Written consent of a duly authorised representative of
the Seller (at its absolute discretion) and then only if all the following
conditions are met:-
4.5.1 the request for a return must be made within 14 days of the invoice;
4.5.2 the Goods must be returned at the Customer’s risk and expense 
using the appropriate returns number (supplied by the
Seller), to be displayed on the outside of each carton;
4.5.3 the returned Goods to be clean, unused and in the same
condition as the were on delivery.
4.6 The Seller will issue a credit note for the Goods returned strictly in
accordance with clause 4.5 for the net invoice value of those Goods.
4.7 Any Goods returned other than in accordance with these Terms and
Conditions shall still be paid for in full by the Customer and the Customer
will also pay a handling charge of £5 per item.
4.8 If the Customer fails to make payment in full on the due date the
Seller shall be entitled to appropriate any payments it shall have received
to such supplies and on such basis as it sees fit.

5. DELIVERY

5.1 In the case of Contracts providing for delivery at an address on the
UK Mainland, delivery of the Goods shall be made by the Seller
delivering or arranging for delivery of the Goods in one consignment to
one address specified by the Customer. In any other case delivery of the
Goods shall be made by the Customer collecting them from premises of
or nominated by the Seller within a reasonable time after the Seller has
notified the Customer that the Goods are ready for
collection.
5.2 Delivery dates mentioned in any quotation, Acknowledgement of
Order or elsewhere are approximate only and not of any contractual
effect. The Seller shall not be under any liability to the Customer
in respect of any failure to deliver on any particular date or dates.
The Goods may be delivered by the Seller in advance of the quoted
delivery date upon giving reasonable notice to the Customer.
5.3 If the Customer refuses or fails to take delivery of Goods tendered
in accordance with the Contract or fails to take any action necessary on
its part for delivery and/or shipment of the Goods the Seller shall be
entitled at its option:-
5.3.1 to store the Goods until actual delivery and charge the
Customer for the related costs (including insurance) of storage; or
5.3.2 to terminate the Contract with immediate effect, to
dispose of the Goods as the Seller may determine and
to recover from the Customer any loss and additional costs
incurred as a result of such refusal or failure.
5.4 Unless otherwise expressly agreed in Writing by a duly authorised
person on behalf of the Seller, the Seller may effect delivery of the
Goods in one or more instalments. Where delivery is effected by
instalment, each instalment shall be treated as a separate contract and
failure by the Seller to deliver any one or more instalments in
accordance with these Conditions or any claim by the Customer in
respect of any one or more instalments shall not entitle the Customer
to treat the Contract as a whole as repudiated.
5.5 The Seller reserves the right to invoice the Customer for the amounts
charged to the Seller by the carrier where the Customer asks the Seller
to provide a documented proof of delivery (“POD”).
A separate charge may be made for each POD.
5.6 All requests for PODs must be made in Writing and within 10
days of the date of invoice.

6. TITLE AND RISK

6.1 Risk of or damage to or loss of the Goods shall pass to the
Customer:-
6.1.1 in the case of the Goods to be delivered at the
Seller’s premises, at the time when the Seller notifies
the Customer that the Goods are available for collection; or
6.1.2 in the case of Goods to be delivered otherwise than at
the Seller’s premises, at the time of delivery or, if the
Customer wrongfully fails to take delivery of the Goods, at the
time when the Company has tendered delivery of the Goods.
6.2 6.2.1 The Goods shall remain the sole and absolute property
of the Seller as legal and equitable owner until such time
as the Customer shall have paid to the Seller the agreed
price together with the full price of any goods the subject of
any other contract with the Seller.
6.2.2 Until such payment the Customer shall be in possession of the
Goods solely as bailee for the Seller and in a fiduciary capacity and
(i) shall maintain the Goods in a satisfactory condition and keep them
insured for their full price against all risks; (ii) shall store the Goods
(at no cost to the Seller) in such a way as to enable them to be
identified as the property of the Seller; and (iii) shall not destroy,
obscure or deface any identifying mark or packaging on or in relation
to the Goods.
6.2.3 The Customer shall be at liberty and may in the ordinary course
of its business sell and deliver the Goods or any product produced
with the Goods to any third party as principal but holding the proceeds
of sale as the Seller’s bailee and in a fiduciary capacity.
6.2.4 The Seller reserves the immediate right of repossession of
any Goods to which it has retained title as aforesaid and thereafter to
re-sell the same and for this purpose the Customer hereby grants an
irrevocable right and licence to the Seller’s servants and agents to
enter upon all or any of its premises with or without vehicles during
normal business hours. This right shall continue to subsist
notwithstanding the termination of the Contract for any reason and is
without prejudice to any accrued rights of the Seller thereunder
or otherwise.

7. EXPORT SALES

7.1 Where the Goods are supplied for export from the United Kingdom,
the provisions of this Condition 7 shall (subject to any special terms
agreed in Writing between the Customer and the Seller) apply
notwithstanding any other provision of these Conditions and in the event
of any inconsistency the provisions of this Condition shall prevail.
7.2 In any case where the Goods are sold CIF or FOB or on the basis of
other international trade term the meaning of such term contained in
Incoterms shall apply except where inconsistent with any of the
provisions contained in these Conditions when these Conditions shall
prevail.
7.3 Unless otherwise agreed in Writing by the Seller payment of all
amounts due to the Seller shall be secured by an irrevocable letter of
credit satisfactory to the Seller established by the Customer in favour of
the Seller immediately upon receipt of the Seller’s Acknowledgement of
Order and confirmed by a United Kingdom bank acceptable to the Seller.
The letter of credit shall be for the contract price inclusive of any tax or
duty payable by the Customer and shall be valid for at least 6 months or
such longer period as shall have been
estimated by the Seller for delivery. The Company shall be entitled to
payment on presentation to such United Kingdom bank of the
documents specified by the Seller or as herein stipulated.
7.4 Section 32(2) of the Sale of Goods Act 1979 shall not apply. The
Seller shall not be required to give the Customer the notice specified in
Section 32(3) of that Act.

8. THIRD PARTY RIGHTS

8.1 The Seller shall indemnify the Seller against any and all liabilities, claims
and cost incurred by or made against the Seller as a direct or indirect
result of the carrying out of any work required to be done on or to the
Goods in accordance with the requirements of any rights of any third
party, in particular, but without limitation, where the Customer produces
a pattern, sample or mock-up to the Seller for production purposes or
where the Customer produces an outline, design or concept to the Seller
and the Seller produces and the Customer accepts, a sample made from
such outline, design or concept.
8.2 The Seller shall have no liability to the Customer in the event the
Goods infringing or being alleged to infringe the rights of any third party.
In the event the Goods are or may be the subject of third party rights the
Seller shall be obliged to transfer to the Customer only such title as the
Seller may have.
8.3 The Customer shall notify the Seller forthwith of any claim made or
action brought or threatened alleging infringement of the rights of any
third party. The Seller shall have control over and shall conduct any such
proceedings in such manner as it shall determine. The Customer shall
provide all such reasonable assistance in connection therewith as the
Seler may request. The cost of any such proceedings shall be borne in
such proportions as the parties shall determine.
8.4 The parties to this Contract do not intend that any term of this
Contract will be enforceable by virtue of the Contracts (Rights of Third
Parties) Act 1999 by any person that is not a party to it.

9. SPECIFICATIONS AND INFORMATION

9.1 Unless expressly agreed in Writing by the Company all drawings,
designs, specifications, samples, colours and particulars of Goods, all
materials used in and weights and dimensions specified by the Seller or
submitted by the Seller are for giving an approximate idea only and they
will not form part of this Contract and it will not be a sale by sample and
the Seller shall have no liability in respect of any deviation therefrom. The
Seller reserves the right to make any changes in any of the foregoing for
whatever reason.
9.2 All drawings, patterns, designs, specifications and information
submitted by the Seller are confidential and shall not be disclosed
to any third party without the Seller’s consent in Writing.

10. LIABILITY

10.1 The Seller shall not be liable to the Customer:-
10.1.1 for shortages in quantity delivered unless the Customer notifies
the Seller in writing of any claim for short delivery within 10 days
of receipt of the Goods;
10.1.2 for damage to the Goods or any part thereof in transit
(where the Goods are carried by the Seller’s own transport or by
carrier on behalf of the Seller) unless the Customer shall notify
the Seller in Writing of any such claim within 3 days of receipt of
the Goods or the scheduled date of delivery whichever shall be the
earlier;
10.1.3 for alleged non-delivery of the Goods unless notice
to that effect is given by the Customer to the Seller in Writing
within 10 days of the date of invoice;
10.1.4 for defects in the Goods caused by fair wear and tear,
abnormal conditions of storage or abnormal working conditions,
wilful damage, negligence, failure to follow the Seller’s
instructions (whether oral or in Writing), misuse or alteration or repair
of the Goods without the Seller’s prior written approval;
10.1.5 for other defects in the Goods unless notified to the Seller
within 1 month of receipt of the Goods by the Customer or where the
defect would not be apparent on reasonable inspection within 2
months of delivery.
10.2 10.2.1 Subject to condition 10.3, Where liability is accepted by the
Seller under Condition 10.1 the Seller’s only obligation shall be at its
option to make good any shortage or non-delivery and/or as
appropriate to replace or repair
any of the Goods found to be damaged or defective and/or to refund
the cost of any such Goods to the Customer.
10.2.2 The Seller’s aggregate liability to the Customer whether for
negligence, breach of contract, misrepresentation or otherwise shall
in no circumstances exceed the cost of the defective, damaged or
undelivered Goods which gave rise to such liability as determined by
the nett price invoiced to the Customer in respect of any occurrence
or series of occurrences.
10.3 Except as expressly provided in these Conditions and in relation
to Contract with persons dealing as consumers (within the meaning of
the Unfair Contract Terms Act 1977) all conditions, warranties and
representations expressed or implied by statute, common law or
otherwise in relation to the Goods, except those set out in section 12
of the Sale of Goods Act 1979, are hereby excluded and the Seller
shall be under no liability to the Customer for any loss, damage or
injury direct or indirect (including without prejudice to the generality of
the foregoing) consequential loss or damage, whether for loss of profit
or otherwise resulting from defective material, faulty workmanship or
otherwise howsoever arising and whether or not caused by the
negligence of the Seller its employees or agents SAVE THAT the Seller
shall accept liability for death or personal injury caused by the
negligence of the Seller and nothing in these Conditions excludes or
limits the Seller’s liability for fraud or fraudulent misrepresentation or
any other matter where it would be illegal to exclude or to attempt to
exclude liabilities.
10.4 The Seller’s prices are determined on the basis of the limits of
liability set out in this Condition. The Customer may make written
notice to the Company requesting the Seller to agree a higher limit of
liability provided the insurance cover can be obtained therefore. The
Seller shall effect insurance up to such limit and the Customer shall
pay upon demand the amount of any and all premiums. The Customer
shall disclose such information as the insurers shall require. In no
case shall the Customer be entitled to recover from the Seller more
than the amount received from the insurers.
10.5 The Seller shall not be liable to the Customer for any loss or
damage which may be suffered by the Customer as a direct or indirect
result of the Supply of the Goods by the Seller being prevented,
hindered, delayed or rendered uneconomic by reason of
circumstances or events beyond the Seller’s reasonable control
including but not limited to act of God, war, riot, strike, lock-out, trade
dispute or labour disturbance, accident, break-down of plant or
machinery, fire, flood, storm, difficulty or increased expense in
obtaining workmen, materials
or transport or other circumstances affecting the supply of Goods or of
raw materials therefore by the Seller’s source of supply or the
manufacture of the Goods by the Seller’s normal means, or the
delivery of the Goods by the Seller’s normal route or means of
delivery. If due to such circumstances or events the Seller has
insufficient stocks to meet all its commitments the Seller may
apportion available stocks between its customers at its sole discretion.

11. INSOLVENCY AND DEFAULT

11.1 This Condition applies in the following circumstances:-
11.1.1 the Customer is in breach of any of the terms hereof
and (if such breach is remediable) fails to remedy such
breach within 30 days after receipt of a written notice giving
full particulars of the breach and requiring it to be remedied; or
11.1.2 an encumbrancer takes possession or a receiver and/or
manager, administrator or administrative receiver is appointed over
any of the property, undertaking or assets of the Customer; or
11.1.3 the Customer makes any voluntary arrangement with
its creditors or becomes subject to an Administration Order;
11.1.4 the Customer goes into liquidation (except for purposes
of amalgamation or reconstruction and in such manner that
the company resulting therefrom effectively agrees to be
bound by or assume the obligations imposed on the Customer
under this Agreement) or has a bankruptcy order made against him or
makes an arrangement or composition with his creditors or takes the
benefit of any provision for the relief of insolvent debtors;
11.1.5 anything analogous occurs to any of the foregoing under the
law of jurisdiction in relation to that other party;
11.1.6 the Customer ceases, or threatens to cease,
to carry on business; or
11.1.7 the Seller reasonably apprehends that any of the
events mentioned above is about to occur in relation to the
Customer and notifies the Customer accordingly.
11.2 If this Condition applies then, without prejudice to any other right or
remedy available to the Seller, the Seller shall be entitled without any
liability to the Customer to stop any of the Goods in transit and/or
suspend further deliveries and/or by notice in Writing to the Customer
terminate the contract and if the Goods have been delivered but not paid
for the price shall become immediately due and payable notwithstanding
any previous agreement or arrangement to the contrary.

12. GENERAL

12.1 If any licence or consent of any government or other authority shall
be required for the acquisition, carriage or use of the Goods by the
Customer the Customer shall obtain the same at its own expense and if
necessary produce evidence of the same to the Seller on demand.
Failure so to do shall not entitle the Customer to withhold or delay
payment of the price.
Any additional expenses or charges incurred by the Seller resulting from
such failure shall be for the Customer’s account.
12.2 Failure by the Seller to exercise or enforce any rights hereunder
shall not be deemed to be a waiver of any such right nor operate so as
to bar the exercise or enforcement thereof at any time or times
thereafter.
12.3 Any communication required to be made under this Contract shall
be in Writing but where these Conditions require a notice then this shall
only be validly given if in writing sent by pre-paid first class post or
delivered by hand to the party concerned (at its registered office or, in
the case of the Customer, at the address given by the Customer to the
Company) or by facsimile transmission. Notices sent by first class post
shall be deemed to have been given two working days after posting
(exclusive of the day of posting); notices delivered by hand shall be
deemed to have been received on that day unless they are sent after
3.00pm or on a non working day when they shall be deemed to have
been served on the next working day. For the avoidance of doubt
notices will not be validly served if sent e-mail.
12.4 The Contract shall be governed by and construed in accordance
with the Laws of England and the parties hereby submit to the
jurisdiction of the English court.

13. WEB SALES

13.1 Customers who order Goods otherwise than in the course of a
business may cancel their order at any time up to the end of the seventh
working day from the date they receive the ordered Goods. To do so,
they must notify Seller in writing.
13.2 Customers who have received the Goods before they cancel their
order must send the Goods back to the Seller's contact address at their
own cost and risk. If a Customer cancels his or her contract but the
Seller has already processed the Goods for delivery, the Customer must
not unpack the goods when they are received and must send the Goods
back to Seller's contact address at his or her own cost and risk as soon
as possible.
13.3 Once the Customer has notified Seller that he or she is cancelling
their order, any sum debited to Seller from the Customer (apart from the
amount that represents the cost of delivering the Goods to the
Customer in the first place) will be re-credited to the Customer as soon
as possible and in any event within 30 days of the date of the order
PROVIDED THAT the Goods in question are returned by the Customer
and received by the Seller in the condition they were in when delivered.
If the Customer does not return the Goods or does not pay the cost of
returning them to Seller, the Seller shall be entitled to deduct the direct
costs of recovering the Goods from the amount to be re-credited to the
Customer without prejudice to the Seller's other rights in this regard.

ITEMS OUTSIDE STOCK RANGE

Goods supplied to order which are modified or produced to customers
own specified requirements are NON-RETURNABLE.

GOODS RETURNED FOR CREDIT

Goods may be returned for credit Only by prior arrangement within 14
days of the date of invoice and with the appropriate returns number
(supplied by us when authorisation is given) this number displayed on
the outside of each carton, any consignment without the required
number will be REFUSED. There will be no exceptions to the above
arrangement. If further clarification is required please contact our sales
office.