Wholesale General Terms

ESSKA SHOES LIMITED

Wholesale Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms”) apply to all contracts for the sale of goods (“Goods”) by ESSKA Shoes Limited (company number 05825485) whose registered office is at 7 Roslin Square, London, W3 8DH (“the Company”) to any business customer (“the Customer”).

All business is conducted strictly on these Terms unless expressly varied in writing and signed by a director of the Company. By placing an order, the Customer agrees to be bound by these Terms to the exclusion of all other terms.

Numbering herein is for convenience

1. Formation of Contract

1.1 No order shall be binding on the Company unless and until accepted by the Company in writing or by despatch of the Goods.

1.2 Each accepted order shall constitute a separate contract.

2. Precedence of Terms

2.1 These Terms shall apply to the exclusion of any terms or conditions endorsed upon, delivered with, or referred to in the Customer’s purchase order, confirmation, or other document unless expressly agreed in writing by the Company.

3. Errors and Omissions

3.1 The Company reserves the right to correct any clerical, typographical or other accidental error or omission in any quotation, order acknowledgement, invoice or credit note.

4. Delivery

4.1 Delivery dates are estimates only. Time for delivery shall not be of the essence.

4.2 The Company shall not be liable for any delay in delivery caused by circumstances beyond its reasonable control.

4.3 The Company may make partial deliveries, and each delivery shall constitute a separate contract.

5. Failure to Take Delivery

5.1 If the Customer fails to accept delivery when the Goods are ready for delivery, the Company may store the Goods at the Customer’s risk and expense and charge for storage and additional carriage.

6. Specification

6.1 The Company reserves the right to make reasonable changes to specifications, designs or materials that do not materially affect the quality, appearance or fitness for purpose of the Goods or are required to comply with applicable laws or standards.

7. Price

7.1 Prices shall be those in the Company’s published price list current at the date of acceptance of the order, unless otherwise agreed in writing.

7.2 Prices are exclusive of VAT and any other applicable taxes.

8. Carriage

8.1 Prices include delivery to one UK address.

8.2 The Company reserves the right to charge carriage where:

(a) delivery is outside the UK;

(b) the order value is below £200 (excluding VAT) or fewer than eight (8) pairs (or such thresholds as notified from time to time).

9. Proforma Invoicing and Payment Terms

9.1 The Company may require payment in advance, including up to 100% of the order value, and may issue a proforma invoice prior to despatch where:

(a) the Customer cannot be credit insured;

(b) the Customer has previously failed to pay on time; or

(c) there is no prior trading history.

9.2 Proforma invoices are payable immediately and in cleared funds.

9.3 Unless otherwise agreed in writing, the Company shall invoice the Customer on or after despatch of the Goods.

9.4 Payment shall be made in the currency stated on the invoice within the payment term stated on the invoice.

9.5 The Company may suspend delivery or cancel any order if payment is not received by the due date.

10. Interest and Set-Off

10.1 The Company may charge interest on overdue sums at 2% per annum above Barclays Bank plc base rate from time to time, accruing daily.

10.2 The Customer shall pay all sums due without set-off, counterclaim or deduction.

11. Inspection and Defects

11.1 The Customer shall inspect the Goods within five (5) working days of delivery.

11.2 The Company shall only be liable for defects or shortages notified in writing within:

(a) five (5) working days of delivery for visible defects or shortages; or

(b) ninety (90) days of delivery for latent defects.

11.3 The Company’s liability shall be limited, at its option, to replacement of the Goods or a credit note.

12. Limitation of Liability

12.1 Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence or for breach of section 12 of the Sale of Goods Act 1979.

12.2 Subject to clause 12.1 and to the extent permitted by law, all warranties, conditions and other terms implied by statute or common law are excluded.

12.3 The Company shall not be liable for any indirect or consequential loss, loss of profit, loss of business or loss of goodwill.

12.4 The Company’s total liability shall not exceed the invoice value of the Goods giving rise to the claim.

13. Returns

13.1 No Goods may be returned without the Company’s prior written consent.

13.2 Approved returns must be carriage prepaid and may be subject to a reasonable handling or repackaging charge.

14. Retention of Title

14A. Definition of Insolvency Event

For the purposes of these Terms, an “Insolvency Event” occurs if the Customer:

(a) enters into administration, liquidation (whether voluntary or compulsory), receivership or administrative receivership;

(b) has a winding-up petition presented against it or passes a resolution for winding up;

(c) enters into a company voluntary arrangement, composition or arrangement with its creditors;

(d) has any step taken by any person to appoint an administrator, receiver or similar officer over any of its assets; or

(e) is unable to pay its debts as they fall due or ceases, or threatens to cease, trading.

14.1 Risk in the Goods shall pass to the Customer on delivery, but legal and beneficial title to the Goods shall remain with the Company until the Company has received payment in full (in cleared funds) for:

(a) the Goods; and

(b) all other sums owed by the Customer to the Company on any account whatsoever.

14.2 Until title to the Goods has passed, the Customer shall:

(a) hold the Goods as bailee for the Company;

(b) store the Goods separately from all other goods and ensure they remain readily identifiable as the Company’s property;

(c) not remove, deface or obscure any identifying marks or packaging;

(d) keep the Goods in satisfactory condition and fully insured against all usual risks for their full replacement value, noting the Company’s interest on the policy; and

(e) provide the Company with such information relating to the Goods as the Company may reasonably require.

14.3 The Customer is granted a revocable licence to resell the Goods in the ordinary course of its business, provided that the Customer is not in default of payment and no insolvency event has occurred.

14.4 The licence to resell shall automatically terminate if:

(a) any sum owed to the Company becomes overdue; or

(b) the Customer becomes subject to any insolvency event.

14.5 Upon termination of the licence to resell, the Customer shall immediately cease selling the Goods and shall, at the Company’s option, either return the Goods or permit the Company to recover them.

14.6 If the Customer resells the Goods prior to title passing, the Customer shall become indebted to the Company for the proceeds of sale (up to the amount outstanding), and such debt shall be payable immediately upon demand.

14.7 The Company may, on reasonable notice and during normal business hours where practicable, enter any premises where the Goods are stored to inspect or recover them if payment is overdue or an insolvency event occurs.

14.8 The Customer’s right to possession of the Goods shall immediately cease if the Customer becomes subject to any Insolvency Event.

14.9 The Customer shall, upon reasonable request by the Company, promptly provide written confirmation of the location, quantity and condition of all Goods supplied by the Company which remain unpaid for.

15. Insolvency

15.1 The Company may suspend delivery or terminate any contract immediately if the Customer enters administration, liquidation, or any analogous insolvency process.

16. Force Majeure

16.1 The Company shall not be liable for failure or delay caused by events beyond its reasonable control, including but not limited to acts of God, war, industrial disputes, fire, flood, or supply chain disruption.

17. Intellectual Property

17.1 All trade marks, logos, images and other intellectual property remain the property of the Company.

17.2 The Customer may use such materials solely to promote resale of the Goods and only with the Company’s prior written consent.

18. Assignment

18.1 The Customer may not assign or transfer any contract without the Company’s prior written consent.

19. Entire Agreement

19.1 These Terms constitute the entire agreement between the parties and supersede all prior agreements or understandings.

20. Severance

20.1 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

21. Numbering

21.1 Numbering herein is for convenience only and shall not affect the interpretation of these Terms.

22. Governing Law and Jurisdiction

22.1 These Terms and all contracts shall be governed by English law and subject to the exclusive jurisdiction of the English courts.