PLEASE READ THESE TERMS CAREFULLY.
1. APPLICATION OF THESE TERMS AND CONDITIONS
1.1 Subject to any variation made pursuant to Clause 1.2 below, each legally-binding contract (a "Contract") made between you and Perfect Little Black Dress ("we" or "us") for the supply, sale and/or purchase of any bespoke or custom-designed garments and/or any other goods or products (including any part(s) thereof) (together, "Garments") shall be entered into on, and governed by, these Terms and Conditions (these "Terms") to the exclusion of all other terms and conditions, including any terms or conditions which you might purport or seek to apply, at any time and from time to time, under or through any purchase order, order confirmation, specification or other document (and no terms or conditions endorsed on, delivered with or contained within any such purchase order, order confirmation, specification or other document shall form part of any Contract simply as a result of such document being referred to in such Contract).
1.2 These Terms apply to all sales of Garments made by us, and to all Contracts, and any variation to these Terms, including (without limitation) any additional representations about any Garment(s), shall have no effect unless expressly agreed in writing and signed by one of our directors. You acknowledge that you have not relied on any statement, warranty, promise or other representation made or given by us (or on our behalf) which is not set out in these Terms. We may modify these Terms from time to time, without further notice to you, and your continued use of this website (or any of our other websites) following any such modification shall signify your agreement to be bound by the modified Terms.
1.3 Each Garment order placed with us by you, and each acceptance submitted to us by you in respect of any quotation for any Garment(s) previously issued by you, shall be deemed to be an offer by you to buy the relevant Garment(s) from us subject to these Terms. No order for any Garment(s) placed by you with us, or acceptance of any quotation for any Garment(s) submitted by you to us, shall be (or shall be deemed to be) accepted or agreed to by us until (i) an e-mail or other written acknowledgement of order is sent or issued to you by us (or on our behalf) or (ii) if earlier, the date on which we deliver the relevant Garment(s) to you. You must ensure that the terms of each order or quotation acceptance placed or submitted by you with or to us, and any applicable or related specification(s), are complete and accurate. All Garments are offered for sale on this website subject to availability and our acceptance of your order.
1.4 Any quotation for any Garment(s) issued by us is issued to you on the basis that no Contract shall come into existence until we despatch an acknowledgement of order to you. In addition, any such quotation is only valid for a period of fourteen (14) days from the date of the quotation, provided that we have not already withdrawn the quotation (by written notice to you).
2. DESCRIPTION/APPEARANCE OF GARMENTS
2.1 The quantity and description of any Garment(s) which form(s) the subject of a Contract shall be as set out in the relevant quotation or acknowledgement of order issued by us. All designs, samples, drawings, descriptive matter, specifications and advertising issued by us, including (without limitation) all images, designs, drawings, descriptions or illustrations on this website and/or contained in any catalogues or brochure issued or published by us from time to time, are issued or published by us for the sole purpose of giving an approximate idea of the Garment(s) described, they do not and shall not form part of any Contract and no Contract shall constitute a sale of any Garment(s) by sample.
2.2 The colour of images on this website may be limited by the availability of images, colours or shades or by the technology which is used by you to access this website. Different PC monitors and browsers also provide different shades and colours. Therefore, although we strive to achieve the best image quality and clarity on this website, we cannot guarantee that any images, colours or shades will look the same on every PC monitor or browser that you use.
3.1 Unless we otherwise agree in writing, delivery of ordered Garments shall take place at the delivery address in the United Kingdom which is specified by you in your order (or acceptance of quotation) and you agree to take delivery of the relevant Garments at such address when they are ready for delivery to you. It is your responsibility to ensure that an appropriate person is available at the specified delivery address at all times during the allocated delivery slot. We only deliver within the United Kingdom. We shall use our reasonable endeavours to procure that all Garment orders placed by you are fulfilled, and the relevant Garment(s) delivered to you, within ten (10) working days of receipt of the applicable order by us. However, any date(s) or time period(s) specified by us (on this website or elsewhere) for the delivery of any Garment(s) are intended to be an estimate only and the time for delivery of such Garment(s) shall not be made of the essence in these Terms or in any Contract, whether by notice or otherwise. If no such date(s) or time period(s) is/are so specified, we shall deliver the relevant Garment(s) as soon as practicable and, in any event, within a reasonable time. Any Garment order received by us after 2:00pm on any working day shall be deemed, for all purposes connected with these Terms and the relevant Contract, to have been received by us at 9:00am on the next working day.
3.2 Subject to the other provisions of these Terms, we shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits or opportunity, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses suffered, incurred or caused directly or indirectly as a result of any delay in the delivery of any Garment(s) (even if caused by our negligence) nor shall any such delay entitle you to terminate or rescind any Contract unless it exceeds thirty (30) days.
3.3 You must inspect all Garments within seven (7) days of the date of delivery. If any Garment is alleged to be damaged or defective, you must provide us with a written description of the alleged damage or defect within seven (7) days of the date of delivery. You may not reject any damaged or defective Garments after the end of that seven (7) day period. We shall not be liable for any non-delivery of any Garment(s) (even if caused by our negligence) unless you give us written notice of the non-delivery within seven (7) days of the date when the Garments would or should, in the ordinary course of events, have been received by you. In any event, our liability for the non-delivery of any Garment(s), or for and defective or damages Garment(s), shall be limited to replacing the relevant Garment(s) within a reasonable time or issuing a credit note, refund or voucher against any invoice raised, or payment made, in respect of such Garment(s). Please note that once the order has been placed there is no cancellation.
3.4 If, for any reason, you fail to accept delivery of any Garment(s) when they are ready for delivery, or if we are unable to deliver any Garment(s) to you (on time or otherwise) because you have not provided all appropriate or relevant information, instructions, documents, licences and/or authorisations (i) risk in the relevant Garment(s) shall pass to you (including, without limitation, for any loss or damage caused by our negligence) (ii) the Garment(s) shall be deemed to have been delivered to you and (iii) we may (at our sole discretion) store the Garment(s) until delivery can be successfully effected, whereupon you will become liable for all related costs and expenses (including, without limitation, storage and insurance costs).
3.5 We may deliver Garments by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the relevant Contract. Each instalment shall be a separate Contract and, in such circumstances, no cancellation or termination of any one Contract relating to an instalment shall entitle you to repudiate or cancel any other Contract or instalment.
3.6 The quantity and type of any consignment of Garments, as recorded by us on despatch from our (or any applicable sub-contractor's) place of business, shall be conclusive evidence of the quantity and type of Garments received by you on delivery unless you can provide conclusive evidence to the contrary.
3.7 All Garments are at your risk from the time of delivery but ownership of the Garments shall not transfer to you until we have received in full (and in cleared funds) all sums due to us in respect of the relevant Garments and all other sums which are, or which become, due to us from you on any account. We shall be entitled to recover payment for any Garment(s) notwithstanding that ownership of such Garment(s) has not passed to you. On the termination of any Contract, for whatever reason, our rights as set out in this Clause 3.7 shall remain in full force and effect.
4. PRICE AND PAYMENT
4.1 Unless otherwise agreed by us in writing, the price of any Garment(s) ordered by you shall be the price of such Garment(s) set out on this website on the date on which the relevant Contract is formed (by us despatching an acknowledgement of order to you in respect of your purchase of such Garment(s)). The price for the Garment(s) shall be exclusive of any value added tax but inclusive of all costs/charges in relation to packaging, labelling, carriage and insurance.
4.2 Payment of the price of all Garments ordered by you from time to time is due from you by debit or credit card on submission of the relevant order by you (notwithstanding that a Contract does not come into existence until such order has been acknowledged by us). All Garment purchases are charged in GBP (Great Britain Pound Sterling) and your debit or credit-card will be charged in GBP. We accept all major credit and debit cards. Time for payment shall be of the essence. No payment shall be deemed to have been received until we have received cleared funds. You shall pay the relevant price for all Garments in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. We reserve the right to claim interest on any late payments under the Late Payment of Commercial Debts (Interest) Act 1998.
4.3 Please ensure that the expiry date of your credit/debit card is after the agreed/anticipated despatch date of your confirmed Garment order. If your credit/debit card has expired, we will be unable to take payment or fulfil your order. You agree to indemnify us against all administration charges, costs, expenses and other outgoings incurred by us in obtaining any payment(s) from you in the event that a failed card payment occurs. We may also, at any time after such a payment has occurred, ask a debt collection or equivalent agency to collect payment from you.
4.4 Whilst we make every effort to maintain the prices of our Garments and to ensure that these are accurately displayed on this website, we reserve the right to change or correct the price of any Garment(s) without prior notice and at any time. We are not liable for any pricing errors on this website, and we may refuse to accept any orders which are placed at the incorrect price. If we discovers a pricing error in relation to any Garment(s) that you have ordered, we will inform you of the error as soon as possible and give you the option to confirm the order at the correct price or cancel the order (and receive a refund, if payment has already been made).
4.5 From time to time, at our sole discretion, Garments which are available through this website may be made available subject to special offers or discounts. In any event, such special offers or discounts are subject to these Terms and, if there is any conflict between the terms of any such special offer or discount and these Terms, these Terms shall prevail (unless specifically excluded). We may change the terms of any such special offers or discounts, or withdraw them altogether, at any time and without further notice to you.
5.1 As we are not the manufacturer of the Garments, we shall use our reasonable endeavours to transfer to you the benefit of any warranty or guarantee given to us in respect of the Garments. However, we do warrant that (subject to the other provisions of these Terms) on delivery, all Garments shall be of satisfactory quality (within the meaning set out in the Sale of Goods Act 1979) and be reasonably fit for their intended purpose.
5.2 We shall not be liable for any breach of the warranty set out in Clause 5.1 above unless (i) you give written notice of the relevant defect to us, and, if the defect is as a result of damage in transit, such notice is given to us within five (5) days of the time when you discover, or ought to have discovered, the defect and (ii) we are given a reasonable opportunity, after receiving such notice, of examining the relevant Garment(s) and (if asked to do so by us) you return such Garments to us, or to our nominated sub-contractor, at our cost, for the examination to occur.
5.3 Further more, we shall not be liable for any breach of the warranty set out in Clause 5.1 above if (a) you wear or use, or any third party wears or uses, the relevant Garment(s) after giving written notice of the relevant defect to us (b) the defect arises because you failed to follow our oral or written instructions as to the storage, use or maintenance of the Garment(s) or you have altered or repaired such Garment(s) yourself without our prior written consent.
5.4 Subject to the provisions of Clauses 5.2 and 5.3 above, if any Garment does not conform with the warranty set out in Clause 5.1 above, we shall (at our option) either repair or replace such Garment or refund the price of such Garment to you provided that, if we so request, you shall, at our cost, return the defective Garment to us or to our nominated sub-contractor. If we comply with the foregoing provisions of this Clause 5.4, we shall have no further liability for any breach of the warranty set out in Clause 5.1 above in respect of any such Garment.
5.5 Unless a Garment does not conform with the warranty set out in Clause 5.1 above, we will not provide any refunds to you under any circumstances (save as provided in these Terms). The statutory seven (7) day "cooling off" period applicable in respect of many products/goods that are available for purchase on the Internet (by virtue of the Consumer Protection (Distance Selling) Regulations 2000 and related/ancillary legislation) does not apply in respect of any of our Garments that are custom-made and/or manufactured according to your own personal specifications (or otherwise clearly personalised for you or at your request). However, you are able to return each such Garment to us, once only, for that Garment to be altered in line with your personal requirements. We will not charge you for this one-off alteration service that we provide.
6. LIMITATION OF LIABILITY
6.1 Subject to Clauses 3.2, 3.6, 5.2, 5.3 and 5.4 above, the following provisions of this Clause 6.1 set out our entire financial liability to you (including any liability for the acts or omissions of any of our employees, agents and/or sub-contractors) in respect of (i) any breach of these Terms and/or any Contract (ii) any use made by you, or any hire or resale by you, of any Garment(s) and (iii) any representation, statement or tort, act or omission (including, without limitation, negligence) arising under or in connection with these Terms and/or any Contract.
6.2 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 these Terms and each Contract. However, nothing in these Terms (or in any Contract) shall exclude or limit our liability (a) for any death or personal injury caused by our own negligence (b) under Section 2(3) of the Consumer Protection Act 1987 (c) for any matter in respect of which it would be illegal for us to exclude or restrict (or to attempt to exclude or restrict) our liability or (d) for fraud or fraudulent misrepresentation. Nothing in these Terms limits your rights as a consumer under English law.
6.3 Subject to the provisions of Clause 6.2 above, our total liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms, and/or any Contract, shall be limited to the aggregate price of the Garment(s) acquired by you pursuant to these Terms and/or such Contract and we shall not be liable to you for any loss of profit, loss of business or depletion of goodwill (in each case) whether direct, indirect or consequential, or for any claims for consequential compensation (howsoever caused), which may arise out of or in connection with these Terms and/or any relevant Contract.
6.4 At our request, you agree fully to defend and indemnify us, and to hold us and each of our officers, directors, employees, agents, affiliates, licensors and suppliers harmless (immediately on demand) from and against (i) any and all liabilities, claims, expenses, costs, damages and other losses, including (without limitation) legal fees, arising from any breach of these Terms and/or any Contract by you and (ii) any other liabilities arising out of your use of this website, or the use by any other person(s) accessing this website through you. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you pursuant to this Clause 6.4.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 You acknowledge and agree that all copyright, designs, logos, trademarks and other intellectual property rights relating to (or arising in respect of) this website or any content contained herein (which shall include, without limitation, all graphics, photographs, image rights, sounds, music, videos or text on this website) shall remain at all times vested in us and/or the relevant third party owners. Such content, including all intellectual property rights therein or mentioned or displayed on this website, is protected by national intellectual property and other laws and international treaty provisions. You are permitted to use such website content only as expressly authorised by us. Any reproduction or redistribution of any such content from this website is prohibited and may result in civil and/or criminal penalties. Without limiting the scope of the foregoing provisions of this Clause 7.1, copying any content from this website to any other server or location, or the use of any such content in support of any third party publication, reproduction or distribution, is hereby expressly and strictly prohibited. We will seek to rely on and enforce these provisions to the fullest extent permitted by law.
7.2 We are happy for you to browse this website and to download and/or print anything that might interest you. However, your access to this website and the information/material contained on this website does not give you a licence (or any other right) to reproduce, print, distribute or otherwise use such information/material, apart from downloading it onto your own personal computer (and printing it) solely and exclusively for your own personal use and subject always to the following conditions (i) that no documents or related graphics on this website are modified in any way (ii) that no graphics on this website are used separately from any accompanying or associated text and (iii) that all of our copyright and (as applicable) trade mark notices appear in or on all copies. You may not otherwise print, copy, reproduce, display, publish, license, modify, distribute, transmit, exploit, sell or use for any commercial (or other) purpose any of the text, images, information, content, software or other material on this website without our prior written permission. Subject to the foregoing provisions, no part of this website may be reproduced or stored in any other website, or included in any public or private electronic information retrieval system or service, without our prior written permission.
8. YOUR USE OF THIS WEBSITE
8.1 You use this website at your own risk. You agree that you will be personally responsible for your use of this website and for all of your activity on this website. We reserve the right to deny you access to this website, or to any part of this website, at any time without further notice to you. If we determine, at our sole discretion, that you are (or may be) engaged in any prohibited activities, are not respectful of other users of this website or that you have otherwise violated these Terms, we may deny you access to this website on a temporary or permanent basis and any decision by us to do so is final.
8.2 While we try to ensure that the information and other content on this website is accurate and complete, we do not warrant or represent that such information or other content is accurate, up-to-date, error-free or reliable or that your use of such information or content will not infringe the rights of any third parties. Neither do we warrant that the functional aspects of this website or any content will be error-free or that this website, its content or the server that makes it available to you are free of viruses or other harmful components. If your use of this website, or any of its content, results in the need for servicing or replacing any of your property, material, equipment or data, we shall not be responsible for any costs incurred by you as a result. Without limiting the scope of the foregoing provisions of this Clause 8.2, everything on this website is provided to you "AS IS" and "AS AVAILABLE" without any warranty of any kind, either express or implied. Neither we nor any of our suppliers or commercial partners give any warranties or representations about any content on this website, software text, downloads, graphics and/or any links, or about the results that can be obtained from using this website. You bear the entire risk of the completeness, accuracy or usefulness of this website and the content of this website. We reserve the right to withdraw, temporarily or permanently, any content from this website at any time and for any reason. Removal may be immediate and without notice. You confirm that we are not liable to you (or any third party) for any such withdrawal of content from this website. We make no warranty that this website will meet your requirements or will be uninterrupted, efficient, secure or error-free or that any defects will be corrected within any particular period. We will not be responsible or liable to you for any loss of content or material uploaded or transmitted through this website. You acknowledge that we cannot guarantee, and therefore that we shall not be in any way responsible for, the security or privacy of this website or any information which is provided to or taken from this website by you. Access to this website may be suspended temporarily, and without notice, in the case of system failure, maintenance and/or repair or for other reasons beyond our control.
8.3 You are required to register with us in order to use certain features on this website. We ask that you register with us using your correct name, e-mail address and other requested personal information. You agree to provide true, current and complete information about yourself as prompted by our registration form and to promptly update the information that you provide to us from time to time in order to keep it true, current and complete. If we have reasonable grounds to suspect that any information that you have provided to us is in fact untrue, inaccurate or incomplete, we may suspend or terminate your access to this website. If any of the information that you give to us when you register changes, you must inform us immediately. If and when we issue you with a username and/or a password, these will be essential for your secure use of this website, so in turn you must ensure that they are kept confidential, secure and are used in accordance with all relevant instructions from us. If we think there is likely to be a breach of security or any other misuse of this website we may (a) change your password, in which case we will notify you that we have done this and/or (b) suspend your username and password access to this website. If you think that either your username and/or password has become known by someone not authorized to use it, or if any password is being or is likely to be used in an unauthorised way, you must inform us immediately. If you have forgotten your password and.or your username, you should also contact us immediately. We will have no liability to you, under these Terms or otherwise, in connection with any unauthorised access to (or use of) your account and/or your designs that occurs directly or indirectly as a result of any lost, stolen or misused username and/or password. We are not obliged to monitor, detect or report any unauthorised use of this website and you shall be solely responsible and liable for all charges and expenses that are incurred as a result of any such unauthorised use.
8.4 We may, from time to time, include hyperlinks on this website to other (external) websites or resources that are operated by third parties, including advertisers. We have not reviewed all of the external websites linked to this website and we are not responsible for the content or accuracy of any of those external websites nor are we responsible for the availability of such external websites, and we do not endorse (and are not responsible or liable, directly or indirectly, for) the privacy practices or content of such external websites, including (without limitation) any advertising, goods, products or other materials or services contained on or available from such external websites, nor are we liable for any damage, loss or offence caused, or alleged to have been caused by, or in connection with, your use of, or reliance on, any content, goods, products, materials or services that are available on or through such external websites.
8.5 If you would like to link to this website, you may only do so on the basis that you link to, but do not replicate, the home page of this website, and subject always to the following conditions (i) you do not remove, distort or alter the size or appearance of any logo on this website (ii) you do not create a frame or any other browser or border environment around this website or any part of it (iii) you do not in any way imply that we are endorsing any goods, products or services other than our own Garments (iv) you do not misrepresent your relationship with us or present any other false information about us (v) you do not use any intellectual property displayed on this website without our prior written permission (vi) you do not link from a website that is not owned by you and (vii) your website does not contain content that is distasteful, offensive or controversial, that infringes any intellectual property rights, or any other rights, of any other person or otherwise does not comply with all applicable laws and regulations. We expressly reserve the right to revoke the rights granted hereby for any breach of these Terms, and to take any action we deem appropriate in such circumstances, and you agree to fully indemnify us for any loss, expense, liability, cost or damage suffered or incurred by us due to any such breach of these Terms.
8.6 We cannot guarantee that this website, and/or the material contained on this website, is appropriate or available for use in locations outside of the United Kingdom. Accessing this website from territories where its content is illegal or unlawful is expressly prohibited. If you choose to access this website from locations outside of the United Kingdom, you do so at your own risk and you are responsible for complying with local laws.
All communications between us and you about these Terms and/or any Contract shall be in writing and shall be delivered by hand or sent by pre-paid first class post or sent by fax or e-mail (i) in case of communications sent or addressed to us, to our registered office from time to time or to such other address, fax number or e-mail address as shall be notified to you by us in accordance with this Clause 9 and (ii) in the case of communications sent or addressed to you, to the delivery address specified by you in your most recent order, or acceptance of quotation, for Garments or to such other address, fax number or e-mail address as shall be notified to us by you in accordance with this Clause 9. You should quote the relevant order reference number in any communications with us regarding any Garment order. All orders and other communications shall be deemed to have been received by the intended recipient (i) if correctly addressed and sent by pre-paid first class post, two (2) working days after posting (exclusive of the day of posting) (ii) if delivered by hand, on the day of delivery or (iii) if sent by fax or e-mail on a working day prior to 2:00pm, at the time of transmission and otherwise at 9:00am on the next working day.
10.1 Assignment: we may assign the benefit of these Terms and/or any Contract (or any part thereof) to any person, firm or company. You are not entitled to assign the benefit of these Terms and/or any Contract (or any part thereof) without our prior written consent.
10.2 Force majeure: we reserve the right to defer the date of delivery of any Garment(s), or to cancel the relevant Contract (without liability to you) if we are prevented from, or delayed in, the carrying on of our business due to circumstances beyond our reasonable control including (without limitation) acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to its workforce), or restraints or delays affecting any of our nominated distributors, couriers or other carriers and/or any 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 ninety (90) days, you shall be entitled to give notice in writing to us to terminate the relevant Contract.
10.3 Remedies: each right or remedy available to us under these Terms and/or any Contract is without prejudice to any other right or remedy available to us, whether under these Terms, that Contract or otherwise.
10.4 Illegality: if any provision of these Terms and/or any Contract is found by any court, tribunal or administrative body of any 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 (and be deemed) severable and the remaining provisions of these Terms and/or relevant Contract, and the remainder of such provision, shall continue in full force and effect.
10.5 Waiver: any failure or delay by us in enforcing, or partially enforcing, any provision of any Contract shall not be construed as a waiver of any of its rights under that Contract. Any waiver by us of any breach of, or any default under, any provision of any Contract by you shall not be deemed a waiver of any subsequent breach or default and shall in no way affect any of the other terms of that Contract.
10.6 Third party rights: it is agreed and acknowledged that neither we nor you intend any term of any Contract to be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise, by any person that is not a party to it.
10.7 Refunds: Each garment is tailor made to your measurements as provided, your garmetn cannot be sold on to anyone else and therefore no refund is allowed. However alterations are available for 30 days from postage of your garment.
10.8 Interpretation: in these Terms (i) any reference to a particular piece of legislation is a reference to such legislation as the same is in force for the time being, taking account of any amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being in force made under it (ii) words in the singular include the plural and in the plural include the singular and (iii) Clause headings shall not affect their construction or interpretation.
10.9 Governing law: the formation, existence, construction, performance, validity and all aspects of these Terms, and each Contract, shall be governed by English law and you hereby submit to the exclusive jurisdiction of the English courts in connection with any dispute arising out of these Terms or any such Contract.