Paradiso Couture

Terms and Conditions

Swift Agencies Ltd T/A Terms and Conditions

1. Application of Terms and Condition

1.1 The Supplier shall supply and the Customer/Buyer shall purchase
the Goods and Services in accordance with the accepted invoice/order
which shall be subject to Terms and Conditions; and

1.2 The Contract shall be to the exclusion of any other terms and
conditions subject to which any such quotation is accepted or purported
to be accepted, or any such order is made or purported to be made, by
the Customer.

2. Definitions and Interpretation

2.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day”means any day other than a Saturday, Sunday or UK bank holiday;

“Confidential Information”

“Commencement
Date”

means, in relation to either Party, information which is
disclosed to that Party by the other Party pursuant to or in connection
with this Agreement (whether orally or in writing or any other medium,
and whether or not the information is expressly stated to be
confidential or marked as such);
means the date of purchase as set out in the agreed order/invoice.
“Contract”means the contract for the purchase and sale of the Goods and supply of the Services under these Terms and Conditions;
“Contract Price”means the price stated in the Contract payable for the Goods;
“Customer/Buyer”means the person/company who accepts a invoice/order of
the Supplier for the sale of the Goods and supply of the Services, or
whose order for the Goods and Services is accepted by the Supplier;
“Delivery Date”means the date on which the Goods are expected to be
delivered as stipulated in the Customer’s order and accepted by the
Supplier;
“Goods”means the goods (including any instalment of the goods
or any parts for them) which the Supplier is to supply in accordance
with these Terms and Conditions;
“Month”means a calendar month;
“Services”means the Services to be provided to the Customer as set out in the accepted invoice/order; and
“Supplier”Means Swift Agencies Ltd, a company registered in England under 3182339 of 160-162 Cheetham Hill Road, Manchester, M8 8LQ and includes all employees and agents of Swift Agencies Ltd.

2.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:

  1. a) “writing”, and any cognate expression, includes a reference to
    any communication effected by electronic or facsimile transmission or
    similar means;
  2. b) a statute or a provision of a statute is a reference to that
    statute or provision as amended or re-enacted at the relevant time;
  3. c) “these Terms and Conditions” is a reference to these Terms and
    Conditions and any Schedules as amended or supplemented at the relevant
    time;
  4. d) a Schedule is a schedule to these Terms and Conditions; and
  5. e) a Clause or paragraph is a reference to a Clause of these Terms
    and Conditions (other than the Schedules) or a paragraph of the relevant
    Schedule.
  6. f) a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

2.3 The headings used in these Terms and Conditions are for
convenience only and shall have no effect upon the interpretation of
these Terms and Conditions.

2.4 Words imparting the singular number shall include the plural and vice versa.

2.5 References to any gender shall include the other gender.

3. Basis of Sale and Service

3.1 The Supplier’s employees or agents are not authorised to make any
representations concerning the Goods or Services unless confirmed by
the Supplier in writing. In entering into the Contract the Customer
acknowledges that it does not rely on, and waives any claim for breach
of, any such representations which are not so confirmed.

3.2 No variation to these Terms and Conditions shall be binding
unless agreed in writing between the authorised representatives of the
Customer and the Supplier.

3.3 Sales literature, price lists and other documents issued by the
Supplier in relation to the Goods and Services are subject to alteration
without notice and do not constitute offers to sell the Goods which are
capable of acceptance. No contract for the sale of the Goods and
Services shall be binding on the Supplier unless the Supplier has issued
a quotation which is expressed to be an offer to sell the Goods and
Services or has accepted an order placed by the Customer by whichever is
the earlier of:

  1. a) the Supplier’s written acceptance;
  2. b) delivery of the Goods;
  3. c) provision of the Services;
  4. d) the Supplier’s invoice.

1.4 Any typographical, clerical or other accidental errors or
omissions in any sales literature, quotation, price list, acceptance of
offer, invoice or other document or information issued by the Supplier
shall be subject to correction without any liability on the part of the
Supplier.

4. The Goods

4.1 No order submitted by the Customer shall be deemed to be accepted
by the Supplier unless and until confirmed in writing by the Supplier’s
authorised representative.

4.2 The specification for the Goods shall be that set out in the
Supplier’s sales documentation unless varied expressly in the Customer’s
order (if such variation(s) is/are accepted by the Supplier). The Goods
will only be supplied in the minimum units thereof stated in the
Supplier’s price list or in multiples of those units. Orders received
for quantities other than these will be adjusted accordingly.

4.3 Illustrations, photographs or descriptions whether in catalogues,
brochures, price lists or other documents issued by the Supplier are
intended as a guide only and shall not be binding on the Supplier.

4.4 The Supplier reserves the right to make any changes in the
specification of the Goods which are required to conform with any
applicable safety or other statutory or regulatory requirements or,
where the Goods are to be supplied to the Customer’s specification,
which do not materially affect their quality or performance.

4.5 No order which has been accepted by the Supplier may be cancelled
by the Customer except with the agreement in writing of the Supplier on
the terms that the Customer shall indemnify the Supplier in full
against all loss (including loss of profit), costs (including the cost
of all labour and materials used), damages, charges and expenses
incurred by the Supplier as a result of such cancellation.

5. The Services

5.1 With effect from the Commencement Date the Supplier shall, in
consideration of the price being paid in accordance with Clauses 6 and 7
will provide the Services expressly identified in the accepted
invoice/order.

5.2 The Supplier will use reasonable care and skill to perform the Services identified in the accepted invoice/order.

5.3 The Supplier shall use its reasonable endeavours to complete its
obligations under the Contract, but time will not be of the essence in
the performance of such obligations.

6. Price

6.1 The price of the Goods and Services shall be the price listed in
the Supplier’s invoice/order current at the date of acceptance of the
Customer’s order or such other price as may be agreed in writing by the
Supplier and the Customer.

6.2 The Supplier reserves the right, by giving written notice to the
Customer at any time before delivery or provision, to increase the price
of the Goods and/or Services to reflect any increase in the cost to the
Supplier which is due to any factor beyond the control of the Supplier
(including, without limitation, any foreign exchange fluctuation,
currency regulation, alteration of duties, significant increase in the
costs of labour, materials or other costs of manufacture), any change in
delivery dates, quantities or specifications for the Goods and services
which are requested by the Customer, or any delay caused by any
instructions of the Customer or failure of the Customer to give the
Supplier adequate information or instructions.

6.3 Except as otherwise stated under the terms of any accepted
invoice/order or in any price list of the Supplier, and unless otherwise
agreed in writing between the Customer and the Supplier, all prices are
excluding of the Supplier’s charges for packaging and transport.

6.4 The price is exclusive of any applicable value added tax, excise,
sales taxes or levies of a similar nature which are imposed or charged
by any competent fiscal authority in respect of the Goods and Services,
which the Customer shall be additionally liable to pay to the Supplier.

7. Payment

7.1 Subject to any special terms agreed in writing between the
Customer and the Supplier, the Supplier shall invoice the Customer for
the price of the Goods and Services before the delivery of the Goods
and/or the Provision of the Services (as applicable), unless, in the
case of Goods, the Goods are to be collected by the Customer or the
Customer wrongfully fails to take delivery of the Goods, in which event
the Supplier shall be entitled to invoice the Customer for the price at
any time after the Supplier has notified the Customer that the Goods are
ready for collection or (as the case may be) the Supplier has tendered
delivery of the Goods.

7.2 The Customer shall pay the price of the Goods (less any discount
or credit allowed by the Supplier, but without any other deduction,
credit or set off) stated on the agreed invoice/order at the time of
acceptance of the supplier’s invoice. The time for the payment of the
price shall be of the essence of the Contract.

7.3 All payments shall be made to the Supplier as indicated on the agreed invoice/order issued by the Supplier.

7.4 The Supplier is not obliged to accept orders from any customer or
buyer who the Supplier is not satisfied with. ‘Swift Agencies Ltd’
reserve the right to refuse supply to any Customer/Buyer.

8. Delivery and Performance

8.1 Delivery of the Goods shall be made by the Supplier delivering
the Goods to the place in the United Kingdom specified in the accepted
invoice/order or, if no place of delivery is so specified, by the
Customer collecting the Goods at the Supplier’s premises at any time
after the Supplier has notified the Customer that the Goods are ready
for collection.

8.2 The Delivery Date is approximate only and time for delivery shall
not be of the essence unless previously agreed by the Supplier in
writing. The Goods may be delivered by the Supplier in advance of the
Delivery Date upon giving reasonable notice to the Customer.

8.3 If the Customer fails to take delivery of the Goods or any part
of them on the Delivery Date and/or fails to provide any instructions,
documents, licences, consents or authorisations required to enable the
Goods to be delivered on that date, the Supplier shall be entitled upon
giving written notice to the Customer to store or arrange for the
storage of the Goods and then notwithstanding the provisions of
sub-Clause 10.1 risk in the Goods shall pass to the Customer, delivery
shall be deemed to have taken place and the Customer shall pay to the
Supplier all costs and expenses including storage and insurance charges
arising from such failure.

8.4 With effect from the Commencement Date the Supplier shall, in
consideration of the price being paid in accordance with these Terms and
Conditions and the accepted invoice/order provide the Services
expressly identified in the accepted invoice/order.

9. Non-Delivery of Goods and Services

9.1 If the Supplier fails to deliver the Goods or provide the
Services or any of them on the Delivery Date other than for reasons
outside the Supplier’s reasonable control or the Customer’s or its
carrier’s fault:

a) if the Supplier delivers the Goods and/or provides the Services at
any time thereafter the Supplier shall have no liability in respect of
such late delivery; or

b) if the Customer gives written notice to the Supplier within 7
Business Days after the Delivery Date and the Supplier fails to deliver
the Goods and/or Services within 14 Business Days after receiving such
notice the Customer may cancel the order and the Supplier’s liability
shall be to refund the invoice/order.

10. Risk and Retention of Title

10.1 Risk of damage to or loss of the Goods shall pass to the Customer at:

a) in the case of Goods to be collected at the Supplier’s premises,
when the goods are entrusted to it or set aside for its collection
whichever happens first;

b) in the case of Goods to be delivered otherwise than at the
Supplier’s premises, the time of delivery or, if the Customer wrongfully
fails to take delivery of the Goods, the time when the Supplier has
tendered delivery of the Goods.

10.2 Notwithstanding delivery and the passing of risk in the Goods,
or any other provision of these Terms and Conditions, legal and
beneficial title to the Goods shall not pass to the Customer until the
Supplier has received in cash or cleared funds payment in full of the
price of the Goods.

10.3 Sub-Clause 10.2 notwithstanding, legal and beneficial title of
the Goods shall not pass to the Customer until the Supplier has received
in cash or cleared funds payment in full of the price of the Goods and
any other goods supplied by the Supplier and the Customer has repaid all
moneys owed to the Supplier, regardless of how such indebtedness arose.

10.4 [The Supplier may, in accordance with the
provisions of the Companies Act 2006, register any charge created by
these Terms and Conditions.]

10.5 The Customer’s right to possession of the Goods in which the
Supplier maintains legal and beneficial title shall terminate if:

a) the Customer commits or permits any material breach of his obligations under these Conditions;

b) the Customer enters into a voluntary arrangement under Parts I or
VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994
(as amended), or any other scheme or arrangement is made with his
creditors;

c) the Customer is or becomes the subject of a bankruptcy order or
takes advantage of any other statutory provision for the relief of
insolvent debtors;

d) the Customer convenes any meeting of its creditors, enters into
voluntary or compulsory liquidation, has a receiver, manager,
administrator or administrative receiver appointed in respect of its
assets or undertaking or any part thereof, any documents are filed with
the court for the appointment of an administrator in respect of the
Customer, notice of intention to appoint an administrator is given by
the Customer or any of its directors or by a qualifying floating
charge-holder (as defined in paragraph 14 of Schedule B1 of the
Insolvency Act 1986), a resolution is passed or petition presented to
any court for the winding up of the Customer or for the granting of an
administration order in respect of the Customer, or any proceedings are
commenced relating to the insolvency or possible insolvency of the
Customer.

11. Defective Goods

11.1 If on delivery any of the Goods are defective in any material
respect and either the Customer lawfully refuses delivery of the
defective Goods or, if they are signed for on delivery as “condition and
contents unknown” the Customer gives written notice of such defect to
the Supplier within 7 Business Days of such delivery, the Supplier shall
at its option:

a) replace the defective Goods within 14 Business Days of receiving the Customer’s notice; or

b) refund to the Customer the price for those Goods (or parts thereof, as appropriate) which are defective;

but the Supplier shall have no further liability to the Customer in
respect thereof and the Customer may not reject the Goods if delivery is
not refused or notice given by the Customer as set out above.

11.2 No Goods may be returned to the Supplier without the prior
agreement in writing of the Supplier. Subject thereto any Goods returned
which the Supplier is satisfied were supplied subject to defects of
quality or condition which would not be apparent on inspection shall
either be replaced free of charge or, at the Supplier’s sole discretion
the Supplier shall refund or credit to the Customer the price of such
defective Goods but the Supplier shall have no further liability to the
Customer.

11.3 The Supplier shall be under no liability in respect of any
defect arising from fair wear and tear, or any wilful damage,
negligence, subjection to normal conditions, failure to follow the
Supplier’s instructions (whether given orally or in writing), misuse or
alteration of the Goods without the Supplier’s prior approval, or any
other act or omission on the part of the Customer, its employees or
agents or any third party.

11.4 Goods, other than defective Goods returned under sub-Clauses
12.1 or 12.2, returned by the Customer and accepted by the Supplier may
be credited to the Customer at the Supplier’s sole discretion and
without any obligation on the part of the Supplier.

11.5 Subject as expressly provided in these Terms and Conditions, and
except where the Goods are sold under a consumer sale, all warranties,
conditions or other terms implied by statute or common law are excluded
to the fullest extent permitted by law.

11.6 The Customer shall be responsible for ensuring that, except to
the extent that instructions as to the use or sale of the Goods are
contained in the packaging or labelling of the Goods, any use or sale of
the Goods by the Customer is in compliance with all applicable
statutory requirements and that handling and sale of the Goods by the
Customer is carried out in accordance with directions given by the
Supplier or any competent governmental or regulatory authority and the
Customer will indemnify the Supplier against any liability loss or
damage which the Supplier might suffer as a result of the Customer’s
failure to comply with this condition.

12. Customer’s Default

12.1 If the Customer fails to make immediate payment then, without
prejudice to any other right or remedy available to the Supplier, the
Supplier shall be entitled to:

a) cancel the order or suspend any further deliveries or provision of Goods and Services to the Customer;

12.1.2 appropriate any payment made by the Customer to such of the
Goods and/or Services (or the goods and/or services supplied under any
other contract between the Customer and the Supplier) as the Supplier
may think fit (notwithstanding any purported appropriation by the
Customer).

12.2 This condition applies if:

a) the Customer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

b) the Customer becomes subject to an administration order or enters
into a voluntary arrangement under Parts I or VIII of the Insolvency Act
1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an
individual or firm) becomes bankrupt or (being a company) goes into
liquidation;

c) an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Customer;

d) the Customer ceases, or threatens to cease, to carry on business; or

e) the Supplier reasonably apprehends that any of the events
mentioned above is about to occur in relation to the Customer and
notifies the Customer accordingly.

12.3 If sub-Clause 13.2 applies then, without prejudice to any other
right or remedy available to the Supplier, the Supplier shall be
entitled to cancel the Contract or suspend any further deliveries under
the Contract without any liability to the Customer, 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.

13. Liability

13.1 The Supplier will not by reason of any representation, implied
warranty, condition or other term, or any duty at common law or under
express terms of the Contract (or these Terms and Conditions), be liable
for any loss of profit or any indirect, special or consequential loss,
damage, costs, expenses or other claims (whether caused by the
Supplier’s servants or agents or otherwise) which arise out of or in
connection with the supply of the Goods and Services.

13.2 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.

13.3 The Customer shall indemnify the Supplier against all damages,
costs, claims and expenses suffered by arising from loss or damage to
any equipment (including that of third parties) caused by the Customer,
its agents or employees.

13.4 Where the Customer consists of two or more persons such
expression throughout shall mean and include such two or more persons
and each or any of them. All obligations on the part of such a Customer
shall be joint and several obligations of such persons.

13.5 The Supplier shall not be liable to the Customer or be deemed to
be in breach of these terms and conditions by reason of any delay in
performing, or any failure to perform, any of the Supplier’s obligations
if the delay or failure was due to any cause beyond the Supplier’s
reasonable control.

13.6 Nothing in these Terms and Conditions excludes or limits the liability of the Supplier:

a) for death or personal injury caused by the Supplier’s negligence;

b) for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or

c) for fraud or fraudulent misrepresentation.

13.7 Subject to the remaining provisions of this Clause 14:

a) the Supplier’s total liability in contract, tort (including
negligence or breach of statutory duty), misrepresentation, restitution
or otherwise, arising in connection with the performance or contemplated
performance of the Contract shall be limited to the Contract Price; and

b) the Supplier shall not be liable to the Customer for any pure
economic loss, loss of profit, loss of business, depletion of goodwill
or otherwise, in each case whether direct, indirect or consequential, or
any claims for consequential compensation whatsoever (howsoever caused)
which arise out of or in connection with the Contract.

14. Confidentiality

14.1 Each Party undertakes that, except as provided by sub-Clause
15.2 or as authorised in writing by the other Party, it shall, at all
times:

a) keep confidential all Confidential Information;

b) not disclose any Confidential Information to any other person;

c) not use any Confidential Information for any purpose other than as
contemplated by and subject to these Terms and Conditions and the
Contract;

d) not make any copies of, record in any way or part with possession of any Confidential Information; and

e) ensure that none of its directors, officers, employees, agents or
advisers does any act which, if done by that Party, would be a breach of
the provisions of sub-clauses 15.1.1 to 15.1.4 above.

14.2 Either Party may:

a) disclose any Confidential Information to:

14.2.2 any sub-contractor or supplier of that Party;

14.2.3 any governmental or other authority or regulatory body; or

14.2.4 any employee or officer of that Party or of any of the aforementioned persons, parties or bodies;

to such extent only as is necessary for the purposes contemplated by
these Terms and Conditions and the Contract, or as required by law, and
in each case subject to that Party first informing the person, party or
body in question that the Confidential Information is confidential and
(except where the disclosure is to any such body as is mentioned in
sub-Clause 15.2.1.2 above or any employee or officer of any such body)
obtaining and submitting to the other Party a written undertaking from
the person in question, as nearly as practicable in the terms of this
Clause 15, to keep the Confidential Information confidential and to use
it only for the purposes for which the disclosure is made; and

b) use any Confidential Information for any purpose, or disclose it
to any other person, to the extent only that it is at the date of the
Contract, or at any time after that date becomes, public knowledge
through no fault of that Party, provided that in doing so that Party
does not disclose any part of that Confidential Information which is not
public knowledge.

14.3 The provisions of this Clause 15 shall continue in force in
accordance with their terms, notwithstanding the termination of the
Contract for any reason.

15. Communications

15.1 All notices under these Terms and Conditions and under the
Contract shall be in writing and be deemed duly given if signed by, or
on behalf of, a duly authorised officer of the Party giving the
notice 15.2 Notices shall be deemed to have been duly given:

a) when delivered, if delivered by courier or other messenger
(including registered mail) during the normal business hours of the
recipient; or

b) when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

c) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

d) on the tenth business day following mailing, if mailed by airmail, postage prepaid.

15.3 All notices under this Agreement shall be addressed to the most
recent address, e-mail address, or facsimile number notified to the
other Party.

16. Force Majeure

Neither Party shall be liable for any failure or delay in performing
their obligations where such failure or delay results from any cause
that is beyond the reasonable control of that Party. Such causes
include, but are not limited to: power failure, Internet Service
Provider failure, industrial action, civil unrest, fire, flood, storms,
earthquakes, acts of terrorism, acts of war, governmental action or any
other event that is beyond the control of the Party in question.

17. Waiver

The Parties agree that no failure by either Party to enforce the
performance of any provision in these Terms and Conditions or under the
Contract shall constitute a waiver of the right to subsequently enforce
that provision or any other provision. Such failure shall not be deemed
to be a waiver of any preceding or subsequent breach and shall not
constitute a continuing waiver.

18. Severance

The Parties agree that, in the event that one or more of the
provisions of these Terms and Conditions or the Contract are found to be
unlawful, invalid or otherwise unenforceable, that / those provisions
shall be deemed severed from the remainder of these Terms and Conditions
(and, by extension, the Contract). The remainder of these and the
Contract shall be valid and enforceable.

19. Third Party Rights

A person who is not a party to the Contract shall have no rights
under the Contract pursuant to the Contracts (Rights of Third Parties)
Act 1999.20.

20. Law and Jurisdiction

20.1 These Terms and Conditions and the Contract (including any
non-contractual matters and obligations arising therefrom or associated
therewith) shall be governed by, and construed in accordance with, the
laws of England and Wales.

20.2 Any dispute, controversy, proceedings or claim between the
Parties relating to these Terms and Conditions or to the Contract
(including any non-contractual matters and obligations arising therefrom
or associated therewith) shall fall within the jurisdiction of the
courts of England and Wales.

21. Security

21.1 Payments received over the internet are secured using Secure
Sockets Layer (SSL) technology, which is the standard internet practice
and means your details are protected. You can see that you are in a
secure environment through the ‘padlock’ symbol on Microsoft internet
Explorer or ‘key’ symbol on Netscape Navigator. SSL works with Microsoft
Internet Explorer version 3.0 and later/ Netscape Browser versions 2.0
and later. We feel it is important to have this level of security
available, so anyone using lower version browsers should contact us to
place an order by phone.

22. Copyright

22.1 All materials including images, illustrations, designs, layout,
photographs, written and other text or script that are part of this site
are protected by copyright, trade mark, trade dress and/or other
intellectual property rights owned, controlled or licensed to Swift
Agencies Ltd. The site as a whole is protected by copyright and trade
dress, all worldwide rights, titles and interests in and to which are
owned by Swift Agencies Ltd.

22.2 You may download or copy the contents and other downloadable
materials displayed on the site for the sole purpose of placing an order
with Paradiso Couture or using the site as a shopping resource. No
right, title or interest in any downloaded materials or software is
transferred to you as a result of any such downloading or copying. You
may not reproduce (except as noted above), publish, transmit,
distribute, display, modify, create derivative works from, sell or
participate in any sale of, or exploit in any way, in whole or in part,
any of the contents, the site, or any related software unless authorised
in writing by Swift Agencies Ltd.

 

To return any damaged or incorrect stock please notify enquiries@paradisocouture.co.uk quoting your WEB order number, name, style number and reason for return within 7 days of receiving the goods (If the items are damaged you must also include photographic evidence of the fault). Once notified, we will then email you an acceptance confirmation email which will include a reference number & instructions on how to complete your return. Please note all UK returns must be received back to us within 5 working days. All International orders must be received back within 7 working days.

All items should be returned in their original condition & packaging with a debit note enclosed. We will not be liable for any loss or damage incurred whilst returns are held by third parties or for the return postage costs. Once the items are received by us, you will be credited and this can be exchanged or credited towards your next order. Item(s) must be returned with a debit note enclosed:

  • Returns should be in their original condition and packaging
  • We recommend returning the goods by registered/insured post
  • We are not liable for any loss or damage incurred whilst returns are held by third parties
  • We reserve the right to deduct a 20% restocking fee on returns that do not have a genuine manufacturing fault
  • We try very hard to accept all returns. In the unlikely event that an item is returned to us in an unsuitable condition we will email you and discuss this with you. If we find that an item has definitely been worn or is not sent back in its original condition / packaging then we may have to send it back to you.

Returns Address

Swift Agencies Ltd T/A
Paradiso Couture
1st Floor,
160-162 Cheetham Hill Road
Manchester,
M8 8LQ, England, UK.