1. Dencowear Limited Conditions Apply

1.1 Unless otherwise specifically agreed in writing by Dencowear Limited ("Dencowear"), all quotations and contracts for the supply of goods by Dencowear are made upon these Conditions of Sale ("the Conditions") which shall at all times override any terms and conditions which the purchaser of such goods ("the Purchaser") imposes or seeks to impose. "The Contract" means any contract made between the parties that incorporates the Conditions.

1.2 No terms or conditions endorsed on delivery documents or contained in the Purchaser's purchase order, order confirmation form, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.

1.3 Delivery of any goods following a quotation for supply made by Dencowear will be made only upon the Conditions. Orders are accepted subject to the Conditions.

1.4 Any variation must be approved by an authorised Dencowear employee and be in writing. Any quotation or estimate is given subject to the Conditions.

1.5 A reference to writing or written includes faxes and emails.

2. Basis of Contract

2.1 The order confirmation form or purchase order, as the case may be, (“the Order”) constitutes an offer by the Purchaser to purchase the goods set out in the Order (“the Goods”) in accordance with these conditions. The Purchaser is responsible for ensuring that the terms of the Order are complete and accurate.

2.2 The Order shall only be deemed to be accepted when Dencowear issues a written acceptance of the Order or, if earlier, when Dencowear substantially prepare for providing the Goods at which point the Contract will come into existence.

2.3 The Contract constitutes the entire agreement between the parties. The Purchaser acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Dencowear which is not set out in the Contract.

2.4 Any samples, drawing, descriptive matter or advertising produced by Dencowear and any descriptions or illustrations contained in Dencowear’s catalogues or brochures whether displayed on Dencowear’s website or utilised at any meeting between the parties 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.

2.5 A quotation for the Goods given by Dencowear shall not constitute an offer. A quotation shall only be valid for a period of 30 days from its date of issue.

3. Payment Terms

3.1 Terms of payment are 30 days from the date of invoice and in default Dencowear shall be entitled without notice to the Purchaser (even if the Purchaser has a contract with a third party) to:

3.1.1 terminate any outstanding Order;

3.1.2 withhold and/or suspend supplies; or

3.1.3 reduce the Purchaser's credit limit.

3.2 Dencowear shall also be entitled, at its discretion, to receive payment of any and all monies in respect of Goods supplied whether these monies would ordinarily be due for payment at that time or not.

3.3 In addition, Dencowear shall be entitled to charge the Purchaser interest on the amount unpaid at the rate of 8% above HSBC Bank Plc base rate until payment in full is made and the Purchaser will indemnify Dencowear in respect of all costs incurred by Dencowear in recovering payment, including the cost of instructing solicitors.

3.4 No payment shall be deemed to have been received until Dencowear has received cleared funds. Time of payment is of the essence.

3.5 In the event that the Purchaser tenders payment by cheque and the cheque is subsequently returned by the Purchaser's bankers unpaid, the Purchaser will also indemnify Dencowear in respect of all resulting bank charges incurred by Dencowear.

3.6 The Purchaser shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Purchaser has a valid court order requiring an amount equal to such deduction to be paid by Dencowear to the Purchaser.

3.7 Dencowear reserves the right to set off, deduct or discount any amounts due from Dencowear under any other arrangement with the Purchaser against any monies due to Dencowear under this Contract.

4. Prices

4.1 All prices displayed in both Dencowear's printed and online publications are subject to VAT where applicable.

4.2 Prices are correct at time of issue and are subject to change without prior notice.

4.3 The price charged to the Purchaser will be the prevailing price at the time of ordering.

5. Retention of Title

5.1 Although risk in the Goods supplied passes to the Purchaser on delivery, legal title in such goods shall not pass to the Purchaser until Dencowear has received in cleared funds the full price payable for such Goods and all other goods supplied by Dencowear to the Purchaser for which payment is then due.

5.2 Until legal title passes, the Purchaser shall hold the Goods on a fiduciary basis as Dencowear's bailee and shall keep them properly protected, insured, clearly identified and stored separately from any other goods (whether or not supplied by Dencowear). The Purchaser shall not destroy any identifying mark on packaging in the Goods.

5.3 Until such time as legal title in the Goods passes to the Purchaser Dencowear may at any time require the Purchaser, its liquidator, receiver or administrator to return the Goods and/or may repossess the Goods by entering upon any premises of the Purchaser or any third party where the Goods are reasonably believed to be stored.

5.4 In addition and without prejudice to any other right or remedy available to Dencowear, if the Purchaser is in breach of the payment terms or of any of its obligations under this condition, Dencowear shall be entitled to:

5.4.1 cancel the Contract;

5.4.2 suspend further deliveries; or

5.4.3 terminate any outstanding Order without incurring any liability whatsoever as a consequence of this action.

5.5 Dencowear reserves the right at any time before title in the goods has passed to the Purchaser to require the Purchaser to deliver up the goods if any of the events specified in Condition 12 occurs.

6. Delivery

6.1 Terms and conditions for delivery are only applicable in the UK. For delivery outside the UK please contact Dencowear’s export department.

6.2 Unless otherwise agreed delivery of the Goods shall take place at the Purchaser's place of business.

6.3 Where Dencowear makes delivery of the Goods to the Purchaser's place of business or any other place as agreed in writing, all charges in relation to carriage, including, without limitation transport costs, insurance and unloading, will at Dencowear’s option, be borne by the Purchaser.

6.4 If for any reason the Purchaser does not accept delivery of any of the Goods when they are ready for delivery then the Goods will be deemed to have been delivered, risk passing to the Purchaser (including for loss or damage caused by Dencowear's negligence) and Dencowear may:

6.4.1 store the Goods until actual delivery whereupon the Purchaser will be liable for all related costs and expenses (including without limitation storage and insurance).

6.5 Dencowear reserves the right to deliver in instalments and any failure to deliver one instalment will not entitle the Purchaser to terminate the Contract.

6.6 The quantity of any consignment of Goods as recorded by Dencowear upon despatch from Dencowear's place of business shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary.

6.7 Claims for shortages or damaged Goods must be made in writing to Dencowear within 3 days of receipt of the Goods.

6.8 Claims for non delivery must be made to Dencowear within 10 days of date of despatch shown on invoice.

7. Quality

7.1 If Dencowear establishes to its reasonable satisfaction that there is a defect in the Goods or there is some other failure by Dencowear in relation to the conformity of the Goods with the Contract, then Dencowear shall, at its option, at its sole discretion and within a reasonable time:

7.1.1 replace such Goods with Goods which are in all respects in accordance with the Contract; or

8.1.2 issue a credit note to the Purchaser in respect of the whole or part of the Contract price of such Goods as appropriate having taken back such Goods, subject, in every case, to the remaining provisions of this Condition provided that the liability of Dencowear under this Condition shall in no event exceed the purchase price of such Goods and performance of any one of the above options shall constitute an entire discharge of Dencowear's liability under this warranty.

7.2 This Condition shall not apply unless the Purchaser:

7.2.1 notifies Dencowear of the alleged defect within 3 days of the time when the Purchaser discovers or ought to have discovered the defect;

7.2.2 allows Dencowear to collect the relevant Goods;

7.2.3 complies with any reasonable request or instruction from Dencowear; and

7.2.4 affords Dencowear a reasonable opportunity to inspect the relevant Goods.

7.3 If Dencowear elects to replace the Goods pursuant to this Condition, Dencowear shall deliver the replacement Goods to the Purchaser at Dencowear's own expense at the address to which the defective Goods were delivered and the legal title to the defective Goods which are being replaced shall (if it has vested in the Purchaser) re vest in Dencowear.

7.4 Dencowear warrants that upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979. Dencowear shall have no liability under the warranty in this Condition:

7.4.1 in respect of any defect arising from wilful damage, negligence, abnormal storage conditions, failure to follow Dencowear's or the manufacturers instructions whichever is appropriate (whether oral or in writing);

7.4.2 if the total price for the Goods has not been paid by the due date for payment;

7.4.3 in respect of any type of defect or damage specifically excluded by Dencowear by notice in writing; or

7.4.4 if the Purchaser makes any further use of the Goods after giving notice in accordance with this Condition.

7.5 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.

8. Liability

8.1 Subject to Condition 7 above this Condition sets out the entire liability of Dencowear (including any liability for the acts or omissions of its employees, agents and sub contractors) to the Purchaser in respect of:

8.1.1 any breach of the Conditions or the Contract.

8.2 Nothing in the Conditions excludes or limits the liability of Dencowear for death or personal injury caused by Dencowear's negligence, or for fraudulent misrepresentation, or for fraud or under section 2(3), Consumer Protection Act 1987 or for any matter which it would be illegal for Dencowear to exclude or attempt to exclude its liability.

8.3 Subject to Condition 8.2, Dencowear shall not be liable to the Purchaser 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 (including any losses that may result from deliberate breach of the Contract by Dencowear, its employees, agents or sub contractors).

8.4 Dencowear's total liability to the Purchaser 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 including losses caused by a deliberate breach of the Contract by Dencowear, its employees, agents or sub contractors shall not exceed the value of the Contract.

9. Services

Any services which are subject to a separate fee and are to be performed by Dencowear under the Contract are performed in accordance with Dencowear's terms and conditions of service. A copy of the terms and conditions of services are available upon request.

10. Safety and Product Recalls

10.1 The Purchaser shall comply at all times with the written instructions and all written guidelines issued from time to time attached to the Goods concerning their storage and use and the Purchaser shall refer its employees and its customers to such instructions and guidelines.

10.2 The Purchaser should satisfy itself that the persons responsible for the storage and use of any Goods supplied by Dencowear have all the information required on health and safety and Dencowear shall not be liable to the Purchaser in any civil proceedings brought by the Purchaser against Dencowear in respect of a breach of the user instructions or any applicable health and safety legislation or any regulations, orders or directions made pursuant to such health and safety legislation in force from time to time or under any directive, regulation, order or other instrument relating to health and safety where such exclusion of liability is permitted by law.

10.3 The Purchaser shall keep Dencowear properly informed of all complaints concerning the Goods and shall comply with any directions of Dencowear in any issues, proceedings or negotiations relating to such complaint.

10.4 In the event of any recall of the goods by Dencowear the Purchaser shall co-operate fully and promptly with any steps taken by Dencowear under the Condition below.

10.5 Dencowear may at its discretion recall any Goods already sold by Dencowear to the Purchaser, (whether for a refund or credit or for replacement of the Goods which shall in each case be undertaken by Dencowear) and/or issue any written or other notification to the Purchaser about the manner of use of any Goods already sold by Dencowear to the Purchaser. The Purchaser agrees to give all reasonable assistance to Dencowear or the manufacturer in resisting any claim which may arise under any recall of product by Dencowear or the manufacturer of such product.

11. Force Majeure

Dencowear reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Dencowear including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, armed conflict, malicious damage, fire, explosion, flood, epidemic, nuclear, chemical or biological contamination, sonic boom, collapse of building structures, loss at sea, natural disaster, extreme adverse weather conditions, failure of energy, break down of plant or machinery lock-outs, strikes or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Purchaser shall be entitled to give notice in writing to Dencowear to terminate the Contract.

12. Termination

12.1 Dencowear may, as it thinks fit, (without prejudice to any other rights or remedies it may have against the Purchaser) immediately suspend further performance of the Contract or cancel delivery of the Goods or stop any Goods in transit or by notice in writing to the Purchaser terminate the Contract without liability to Dencowear if:

12.1.1 the Purchaser commits a material breach of any of its obligations under the Contract which is incapable of remedy;

12.1.2 the Purchaser fails to remedy a breach of its obligations under the Contract which is capable of remedy, or persists in any breach of any of its obligations under the Contract after having been requested in writing by Dencowear to remedy or desist from such breach within a period of 14 days;

12.1.3 any distress execution or diligence is levied upon any of the Purchaser's goods or property and is not paid out within 7 days of it being levied;

12.1.4 the Purchaser (being a partnership) or the Purchaser's partner offers to make any arrangements with or for the benefit of the creditors of the Purchaser or the Purchaser's partner generally or there is presented in relation to the Purchaser or the Purchaser's partner a petition of bankruptcy;

12.1.5 the Purchaser (being a limited company) is deemed to be unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or the Purchaser calls a meeting for the purpose of passing a resolution to wind up its company or such a resolution is passed or the Purchaser presents or has presented a petition to wind up or present or have presented a petition or appoint an administrator or have an administrative receiver or receiver appointed to the whole or any part of the Purchaser's business, undertaking, property or assets;

12.1.6 the Purchaser ceases, or threatens to cease, to carry on business;

12.1.7 a secured lender to the Purchaser takes any steps to obtain possession of the property on which it has security or otherwise to enforce its security.

12.2 Notwithstanding any such termination or suspension in accordance with the above the Purchaser shall pay Dencowear at the Contract rate all payments subsisting at the time of termination.

13. Product Information

13.1 Whilst Dencowear has made every effort to ensure that details and information given in both our printed and online publications are accurate at the time of issue but Dencowear gives no guarantees as to the accuracy or completeness of such information. Full technical specifications are not necessarily included and furthermore, Dencowear's policy is one of continuous improvement and the right is reserved to alter details and information at any time as the need arises.

13.2 Accordingly, the Purchaser should check any details and information they wish to rely on with Dencowear at the time of purchase. Dencowear accepts no liability in respect of any errors or omissions herein contained or for any loss or damage, malfunction or consequential loss arising from reliance upon our publications.

14. Dencowear Disclaimer

Any products shown in both our printed or online publications do not represent endorsement by Dencowear of any other products, services or organisations.

15. Colour Reproduction

The colour reproductions of the garments featured in both our printed or online publications are as accurate as the printing or electronic process will allow.

16. Data Protection

16.1 Dencowear will at all times comply with its obligations under the Data Protection Act 1998.

16.2 Dencowear may monitor and record telephone calls for the following purposes:

16.2.1 training;

16.2.2 quality and control; and

16.2.3 to confirm verbal instructions.

16.3 Dencowear has and maintains privacy policies in respect of its website and its business activities generally.

17. Assignment

17.1 The Purchaser shall not be entitled to assign the Contract or any part of it without the prior written consent of Dencowear.

17.2 Dencowear may assign the Contract or any part of it to any person, firm or company.

18. General

18.1 Each right or remedy of Dencowear under the Contract is without prejudice to any other right or remedy of Dencowear whether under the Contract or not.

18.2 Each party agrees to keep secret and confidential all information obtained or disclosed as a result of the relationship of the parties under the Contract.

18.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

18.4 Failure or delay by Dencowear in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.

18.5 Any waiver by Dencowear of any breach of, or any default under, any provision of the Contract by the Purchaser will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.

18.6 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.

18.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.

19. All Rights Reserved

19.1 No part of any Dencowear publication may be reproduced or transmitted in any form or by any means including photocopying and recording, without the written permission of the copyright holder, application for which should be addressed to the publisher.

19.2 Such written permission must be obtained before any part of this publication is stored in a retrieval system of any nature.

19.3 All prices are subject to VAT. All prices are subject to alteration without notice. Dencowear reserves the right to amend the Conditions which are subject to confirmation at the time of application.