We’re delighted to welcome you into the Frugi family! As with any family though, we think it’s important that we both know where we stand. The last thing we want is for you to be taking us to marriage counselling. So, below you’ll find our Terms and Conditions of trade. We’re not going to lie, they do get pretty heavy, but we’re sure you’ll understand why as it’s the legal stuff! Hold onto your hats…
Here are a few helpful topics to get started, just click on the links below:
1. what we mean by...
2.The contract between us
3. Orders and specifications
4. Ownership of rights
5. Selling our products
6. Accuracy of content
8. Damage to your computer
10. Ordering errors
12. Minimum orders
13. Payment terms
15. Title and risk
16. Cancellation of an order by you
17. Cancellation of an order by us
18. Termination of your trade account
20. Returns and exchanges
21. Force Majeure
23. Changes to legal notices
24. Law, jurisdiction and language
27. Third party rights
28. General provisions
By continuing to do business, or placing an order, with Cut4Cloth Limited t/as Frugi (“Frugi/we/us”) you agree to the following Terms & Conditions (whether or not a copy of these terms is signed and returned by you to Frugi). Within these Terms and Conditions you will be referred to as “you/your”. General Terms and Conditions Frugi is the trading name of Cut4Cloth Ltd, registered in England, company number 5011885 (registered address: Wheal Vrose Business Park, Helston, Cornwall, TR13 0FG). If you have any queries about these Terms and Conditions or if you have any comments on or complaints about frugiwholesale.com, you can contact us through our website or ring our friendly Customer Services team on +44 (0)1326 558462. Calls may be recorded for training and monitoring purposes. If Frugi is unable to settle your complaint, you have a right to complain to the Online Dispute Resolution (OPR) Platform, which provides a portal for consumers to submit a complaint to a relevant, registered alternative dispute resolution (ADR) provider with the aim of resolving the dispute. You can find more information here on the ODR Platform website http://ec.europa.eu/odr.
If you do not agree with the Terms and Conditions set out below, you should not access, use or place an Order with Frugi – either using our Website(s) or through any of our other methods of placing an Order with us. Our Terms and Conditions may change from time to time, so please ensure you read them regularly, particularly prior to ordering Products, they can be found on our website. All the details that you provide to us for the purpose of ordering or purchasing Products must be true, accurate, current and complete. Credit cards, debit cards or bank accounts that you are using must be your own and you must ensure that there are sufficient funds in your account to cover payment of the Products ordered. By placing an Order with us, you are agreeing to accept these Terms and Conditions.
“Product/Products” means the product or products (or any part of them) set out in the Order.
"Lookbook(s)" or “Buyers Guide(s)” means the catalogue(s) produced by us detailing the lines of Products available to order.
“Order” means your order for the Products, as set out in your purchase order form, or as placed over the telephone with our Customer Services team, or on our website, or as set out in writing by emailed order confirmation by us.
“Website” means www.frugiwholesale.com and any other website owned by us from time to time.
“In-season order” means an Order placed by you after the launch of a Season and after you have received your initial Order for the season.
“Season” means our two seasons: Spring/summer (January to June); and Autumn/Winter (July to December)
“Season Drop” means each individual collection of Products within a Season, which are separately numbered and usually delivered on separate dates
“Published Minimum Order Value” means the value your initial Order for each Season must reach before delivery charges are added, which is published on our Website and advertising literature from time to time
“Order Deadline” means the date by which your initial Order for each Season must be placed for you to qualify to receive Products from that Season’s collection
“Contract” means any contract between us for the sale of Products
1.1 Any reference in these Terms and Conditions to any provision in legislation shall be construed as a reference to that provision as amended re-enacted or extended at the relevant time.
1.2 Words in the singular include the plural and in the plural include the singular.
1.3 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.1 We have agreed to open a trade account for you, which enables you to purchase Products from us and sell them commercially to your customers.
2.2 These Terms and Conditions apply to your trade account and all Orders you place with us, to the exclusion of any other terms that you seek to impose or incorporate or which are implied by trade, custom, practice or course of dealing.
2.3 These Terms and Conditions constitute the entire agreement between you and Frugi. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Frugi which is not set out in these Terms and Conditions.
2.4 You must notify us immediately if you change your business registered or trading name or of any change of trading status.
3.1 You must place your initial Orders for each Season before the Order Deadline. If you have placed an initial Order for a Season by the Order Deadline, you may then place further Orders for “in season” stock (which is limited). If you have not placed an initial Order for the Published Minimum Order Value by the Order Deadline for any particular Season, you will not be eligible to place any Order in that Season.
3.2 When your Order is placed, we will send you an Order Confirmation e-mail (to the email address specified in your Order) which confirms receipt and acceptance of your Order
3.3 The acceptance of any order submitted by you shall be entirely at our discretion, and will be subject to availability.
3.4 No order shall be deemed as accepted by us unless and until confirmed by an Order Confirmation.
3.5 Once an Order has been accepted by us you shall buy and we shall sell the Products in the Order, subject to these Terms and Conditions which shall, subject to any variation, govern the Contract between us to the exclusion of any other terms and conditions.
3.6 Each Order accepted by us forms a separate Contract between us for the supply and purchase of the Products within that Order.
3.7 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, Lookbook, Buyers Guide, Order Confirmation, invoice or other document or information issued by us shall be subject to correction without any liability on our part.
3.8 You are responsible to us for ensuring the accuracy of the terms of any Order and for giving us any necessary information relating to the Products within a sufficient time to enable us to perform the Contract in accordance with its terms.
3.9 The quantity, quality and description of and any specification for the Products shall be those set out on our Website, in our Lookbooks, our Buyers Guides or advertising literature.
3.10 We reserve the right to make any changes in the specification of the Products which are required to conform with any applicable safety or other statutory requirements.
3.11 Once we’ve acknowledged your Order in writing by email, you shall have fourteen (14) days to cancel or reduce the Order (you may add to an Order after it has been acknowledged by us in accordance with clause 3.5 above up until the time that you make payment). Any amendments or cancellation requested after this time will be subject to our discretion. Any amendment accepted by us will incur a cancellation fee of 20% of the price of the Products cancelled.
3.12 No Order that has been accepted by us may be cancelled except with our written agreement. A cancellation fee of 20% of the reduced order value will apply to all Orders cancelled more than 14 days after being placed and will become due by you immediately upon our confirmation that the Order has been cancelled.
4. Ownership of rights
4.1 All rights, including copyright, in our Website and any other Frugi materials are owned by or licensed to Cut4Cloth Ltd, trading as Frugi.
4.2 You must not use Frugi’s logo, trademarks, brand name, photography or any other content used in our Website or other Frugi material including, without limitation, our Lookbooks and Buyers Guides, without prior written permission from us.
4.3 You may not modify, distribute or re-post anything on our Website for any purpose without prior written permission from us.
4.4 All images released prior to our published launch date for each season (“relevant published season launch date”) or drop may not be used by any person prior to any relevant published season launch date. We reserve the right to refuse to supply any further Products to you and to deactivate any account you may hold with us if you use our imagery in any way prior to any relevant published season launch date without prior written permission from us.
4.5 You are not entitled to bid on the name 'Frugi' or any other Product name(s) and/or trademark(s) owned or produced by us or any similar derivations of those names, in any search engine search-result placement auction or similar or related activity.
5.1 We expect you to display the Products to best effect and to ensure that our brand is represented fairly and correctly. Frugi is an ethical business, and we expect you to observe and uphold our ethical practices accordingly.
5.2 You should not do anything which might misrepresent the Frugi brand or be defamatory, libellous, constitute harassment or in any way undermines, devalues or adversely affects the Frugi brand.
5.3 You are only permitted to sell the Products to individual customers (consumers) via the sales channel(s)/premises which have been agreed in advance with Frugi.
5.4 You may only sell the Products to end customers from retail outlets or online websites which are wholly owned and operated by you and which bear substantially the same name as your trading name (unless otherwise agreed by us in writing). Where we agree that the Products are to be sold only in a particular retail outlet or online website of yours they shall not be sold in or via any other retail outlet or online website operated by you unless agreed by us in writing.
5.5 From the date of the first Contract between us you shall not be permitted to alter the medium from which you sell the Products (including changing from retail outlet to online website or vice versa).
5.6 No sales of our Products via online auction or distribution websites, including but not limited to, Ebay, Amazon, discount websites, second hand goods’ websites or social media pages or groups will be permitted by us.
5.7 You are not permitted to re-sell or re-distribute any Products to non-consumers. This includes, but is not limited to, sale of the Products via agents or distributors, or on Ebay, Amazon, discount websites, second hand goods’ websites or social media pages or groups.
5.8 We ask that only authorised Frugi images be used in all marketing of our Products by you and on your website and in all locations that you are authorised to sell our Products. We will make images available to you before each Season Drop is launched and we will supply you with point of sale materials each Season for this purpose. If you wish to commission and use your own images of our Products you should first seek written permission by emailing firstname.lastname@example.org If permission is granted, we shall notify you of any restrictions or conditions relating to your use of such images.
6.1 We have taken all due care to ensure that the prices quoted on our Website and in our Lookbooks and Buyers Guides are correct at the time of publishing and that all Products have been fairly described. However, we will not accept liability for any errors or omissions in any Frugi materials, including but not limited to, the description and specifications of the Products or their prices as advertised on our Website or in our Lookbooks or Buyers Guides. If we discover that you have placed an Order for a Product, based on an error or omission, we will not accept that Order and we will contact you to discuss how we will address the situation.
6.2 Please note that slight variations in colour, print and size may occur due to the nature of production. 6.3 We reserve the right to change any content on the Website including, but not limited to, descriptions, specifications and prices of Products at any time without prior notice. We may, by giving notice to you at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to: (a) any factor beyond our control; (b) any request by you to change the delivery date(s); or (c) any delay caused by any of your instructions or failure by you to give us adequate or accurate information or instructions.
7.1 Subject as expressly provided in these Terms and Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.2 Subject to the conditions set out below we warrant that the Products will at the time of delivery correspond with their specification and will be free from material defects in material and workmanship at the time of their delivery.
7.3 The warranty at 7.2 is given by us subject to the following conditions: (a) we have no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, alteration or repair undertaken without our approval. (b) we provide no warranty if the total price for the Products has not been paid for by the agreed payment date.
7.4 Any claim by you which is based on any defect in the quality or condition of the Products shall be made in accordance with clause 20 below.
7.5 Any claim by you which is based on short shipment or no delivery shall be notified to us in accordance with clause 19 below.
7.6 Where any valid claim is made by you in respect of defective Products, we are entitled to replace the Products and shall have no further liability to you.
We work hard to ensure that our Website is free from viruses or defects but cannot guarantee that it is. Except in the case of negligence on our part, we will not be liable to any person for any loss or damage which may arise to computer or any other equipment as a result of using our Website or those websites accessible through them. It is your responsibility to ensure that you have the right equipment and software to use our Website.
All Orders are subject to acceptance and availability of Products. We have tried to ensure that the stock availability shown on our Website is as up-to-date as possible. However, if the Products you have ordered are not available from stock, we will contact you by e-mail or phone (from the details you have given us at the time of placing the Order) to inform you of this. You will then have the option of waiting until the Products are available or choosing alternative Products of equivalent value, or, if you have already paid for the order, to receive a credit on your Frugi account for the value of the unavailable products.
10.1 You are able to correct errors on your Order up to the point on which you click on “Place Your Order” during the ordering process on our Website or, if ordering by phone or in person, up to the point when we acknowledge your Order with an Order Confirmation. Once your Order has been submitted you should contact our Customer Services team within fourteen (14) days to notify us of any changes or errors and we will do our best to rectify any problems.
10.2 If you don’t tell us about any errors before your Order is dispatched you will have to pay to return any incorrect Products to us, and we may refuse to accept the return of any items that you have ordered and received that are not defective.
11.1 The prices payable for Products are as set out on our Website and Buyers Guides and/or in our pricelist(s) at the time you place your Order, or such price as we notify you of in accordance with clause 6. All prices exclude VAT, where applicable, and you shall, on receipt of a valid VAT invoice from us, pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Products.
11.2 We reserve the right, by giving notice to you at any time before delivery, to increase the price of the Products to reflect any increase in the cost to us which is due to any factor beyond our reasonable control (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 Products which is requested by you, or any delay caused by any instructions from you or failure by you to give us adequate information or instructions).
11.3 If, due to an unforeseen change, it is not possible to process your Order based on the specification, description or price indicated at the time of your Order being placed, we will advise you by email or phone. We will confirm the revised specification, description and/or price to you in writing. We will also notify you of the period that the offer or price will remain valid for, if applicable. Please see our cancellation policy (clause 16) below should you wish to cancel at this point.
12.1 Your initial Order for each Season must be for no less than Frugi’s Published Minimum Order Value before delivery charges are added.
12.2 Once you have placed an initial Order for a Season for Frugi’s Published Minimum Order Value by the Order Deadline you may place further In-Season Orders for any value. Frugi’s Published Minimum Order Value may be adjusted from time to time at our discretion.
13.1 Payment will be due for all Orders in advance of delivery unless we have, at our discretion, agreed credit terms with you.
13.2 You should make your payment promptly when we request payment, using any of the methods set out below. Any delay may lead to your delivery being delayed. If you do not take an agreed order within 6 weeks of the launch date of the drop, Frugi is entitled to cancel the order and issue you with a cancellation charge of 20% of the order value, payable within 7 days.
13.3 If we have agreed credit terms with you, you should make payment within the time limits we specify. If any sums are or become overdue your delivery may be delayed or withheld.
13.4 Pro forma payments (a) When you place your Order using a credit or debit card, we will tokenise that card, making sure it is valid. When your order is sent to our warehouse for packing we will authorise that card, making sure it has available funds. Payment will be taken from your nominated credit/debit card at the point at which your Products are ready to be dispatched. We must receive payment in full for the Products ordered prior to your Order being dispatched. By giving us your card details when placing a pre-order you are authorising us to take full payment for that Order from that card. (b) We accept no liability if a delivery is delayed due to you supplying us with incorrect payment details or your card not being authorised. If it is not possible to obtain full payment for the Products from your account then we reserve the right to cancel the Order and/or suspend any further deliveries to you until such time as any outstanding sum(s) have been paid in full. This does not affect any other rights we may have. (c) If you would like to pay by bank transfer you must select this option at the checkout on our Website or notify Customer Services if you are ordering directly from them via telephone. If you select to pay by bank transfer on our Website we will email you a pro forma invoice. You may pay that invoice on our Website or by calling customers services by debit or credit card or, alternatively, by bank transfer. Once payment is made in full we will dispatch the Products. (d) We reserve the right to cancel any Order you make and to release to other customers any Product(s) from the Order if you have not paid in full within 14 days of the Season launch date, or of our request to you for payment or by any other deadline we notify you of in writing. In these circumstances a cancellation fee of 20% of the Order value will immediately become due from you.
13.5 Credit Account payments (a) Invoices will be dispatched with the Order and must be paid within 30 days unless otherwise agreed by us. Any extension of credit allowed to you may be changed or withdrawn by us at any time. (b) We reserve the right to charge interest on overdue accounts at the rate of 8% over the Bank of England's base rate from time to time, to run from the due date for payment until receipt by us of the full amount, along with the penalties provided for by Late Payment of Commercial Debts (Interest) Act 1998 and our legal costs. This does not affect any other rights we may have.
13.6 For bank transfers, please contact us for the relevant account details.
13.7 All payments to us by you shall be made in pounds sterling. If at any time pounds sterling ceases to be legal tender in England, we shall agree with you an alternative currency in writing and all payments shall be made in that nominated currency from the date which we shall notify to you.
13.8 Payment shall not be considered to have been made until it has fully cleared, without deduction or withholding of any taxes, fees, charges or other payments, in the bank account designated by us.
14.1 Delivery charges on initial orders before our order date to UK mainland and Northern Ireland addresses is free for orders over £1,000, for orders under £1,000 its £5 per drop.
14.2 Our delivery charge for all deliveries to UK mainland and Northern Ireland addresses is £5 for top up orders up to and including £499.99. For Orders of £500 and over delivery to UK mainland and Northern Ireland addresses is free.
14.3 Delivery to destinations outside of the UK will be charged at a variable rate, depending upon the weight, number of boxes and destination country.
14.4 The delivery charge for each Order will be calculated on our Website at the time you place each Order and will be confirmed in our Order Confirmation.
14.5 We reserve the right to amend our delivery charges at any time and delivery charges cannot be refunded. You will be responsible for paying any duties, taxes or other charges levied on the Products if your delivery address is outside of the UK.
14.6 We will deliver the Products to your chosen delivery address unless otherwise stipulated or agreed by us. Please ensure that this address is accurate and provide any precise instructions which will assist us to ensure delivery runs smoothly. We cannot accept any liability for any loss or damage to the Products once they have been delivered in accordance with your delivery instructions (unless this is caused by our negligence).
14.7 We aim to dispatch Products from In-Season Orders within 72 hours of receipt of your Order and full payment (unless you hold a credit account with us which is up to date), subject to stock availability. However, delivery times are not guaranteed. If delivery is delayed due to any cause beyond our control, the delivery date will be extended by a reasonable period (determined by us) and we will contact you. Delays in the delivery of an Order shall not entitle you to refuse to take delivery of the Products, claim damages or cancel your Order.
14.8 Orders for the next Season's range of Products will be dispatched as soon as possible after the relevant published season launch date and in advance of that date if possible. Due to volume of orders, this process can take several weeks. Whilst we use ‘preferred despatch date’, as selected on the website, for guidance, we operate on a first paid, first despatched basis. In instances where Products in your Order are due to be launched on multiple dates, your Order will be split and items will be dispatched as soon as possible, and in advance of their corresponding launch date where possible, provided payment has been made in advance or your credit account is up to date. We shall not be liable for any direct or indirect loss, loss of profits, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Products (even if caused by our negligence), nor shall any delay entitle you to terminate or rescind the Contract unless such delay exceeds 180 days.
14.9 If your business does not have its principal place of business in the UK, and/or you require delivery to a destination outside of the UK mainland, you are responsible for obtaining, at your own cost, such import licences and other consents in relation to the Products as are required from time to time. We may request copies of such licences and consents on reasonable notice at any time.
14.10 Any dates quoted for the delivery of the Products are approximate only and we are not liable for any delay in delivery of the Products unless previously agreed by us in writing. The Products may be delivered in advance of the quoted delivery date upon giving reasonable notice to you. We are entitled to make part delivery of the Products at any time.
14.11 For each consignment of Products departing from our warehouse, the quantity of Products recorded by us upon despatch shall be presumed to be the quantity received by you upon delivery, unless you can provide proof to the contrary.
14.12 Whilst every effort shall be made to supply the Products ordered, if we are unable to deliver the Products ordered for any reason whatsoever outside of our control, we shall not be liable for the failure to supply the Products.
14.13 Where Products are delivered in instalments, failure to deliver any one or more instalments in accordance with these Terms and Conditions will not entitle you to treat the whole Contract or any subsequent Contract(s) as repudiated.
14.14 If you fail to take delivery of the Products or fail to give adequate delivery instructions at the time stated for delivery then, without prejudice, we may store the Products until actual delivery and charge you reasonable costs (including insurance) for storage.
15.1 Title to the Products will only pass to you once payment has been made in full and the Products have been successfully delivered to you or, if you wrongly fail to take delivery, at the time when payment has been made in full and we have tendered delivery of the Products.
15.2 Until title to the Products has passed to you, you shall store the Products separately from other goods so they remain readily identifiable as our property, not remove deface or obscure any identifying marks or packaging on or relating to the Products, keep the Products in satisfactory, saleable condition and keep them insured with a reputable insurer on our behalf for their full price.
15.3 If you do sell the Products to a consumer, in the ordinary course of business, you must ensure that the proceeds of any such sale are held in trust for us until title has passed to you.
15.4 We reserve the right to re-possess any Products in respect of which payment is overdue and for this purpose we have the right to enter your premises during normal business hours. This right shall continue to subsist notwithstanding the termination of any Order for any reason and is without prejudice to any of our accrued rights under these terms.
15.5 Risk of damage to, or loss of, the Products passes to you at the point of delivery or, if you fail to take delivery at the agreed time, the point at which we tried to deliver, and we will not be liable for their loss, damage or destruction from this point onwards.
16. Cancellation of an order by you
16.1 If we notify you that it is not possible to fulfil your Order, or any part thereof, in accordance with clause 9 above and you wish to cancel that part of your Order which cannot be fulfilled, please contact our Customer Services team in writing at email@example.com. Once you have notified us that you are cancelling that part of your Order, any sum debited by us from your credit or debit card or your Frugi account (as applicable) will be re-credited to your Frugi account as soon as possible and in any event within 30 days of receipt by us of notification of your intention to cancel that part of your Order.
16.2 You may only cancel Products or Orders with our agreement and in accordance with clauses 3.11 or 9 above.
16.3 We reserve the right to discontinue supplying Products to you if you cancel and/or amend your Order on more than three occasions in any 12 months, calculated on a rolling basis and/or if you fail to pay, upon demand, a cancellation fee due in respect of any Order.
17.1 We reserve the right to cancel your Order if: (a) we have insufficient stock to deliver the Products you have ordered; or (b) one or more of the Products you ordered was listed at an incorrect price due to a typographical error or an error in our pricing information.
17.2 If we do cancel your Order in the above circumstances we will notify you by e-mail and will re-credit to your Frugi account (as applicable) any sum paid by you for the Order or that part of the Order that cannot be fulfilled as soon as possible but in any event within 30 days of notifying you of cancellation. If we cancel your Order under this provision we will not be liable to you in respect of any consequential loss arising from the cancellation.
17.3 Without limiting any other rights we may have, if you face, or are under significant threat of facing, insolvency proceedings, we may cancel all existing Orders with immediate effect and request immediate payment of all outstanding unpaid invoices and interest. We reserve the right also to terminate your trade account in these circumstances.
18.1 We shall sell the Products to you on an order by order basis and may, in our sole discretion, cease accepting orders from you at any time.
18.2 Additionally, we may terminate your trade account and refuse to supply you with any further Product(s) at any time, without notice, if: (a) you are found to have breached any clause in these Terms and Conditions; or (b) you fail to pay, upon demand, any sum due to us; or (c) you face, or are under significant threat of facing, insolvency proceedings.
18.3 If your trade account is terminated in this way, we shall notify you as soon as is practicable.
18.4 Upon termination, we shall take steps to recover from you any stock not yet paid for, in accordance with clause 15. In the event of termination by us in accordance with this clause we shall not be liable for any loss you suffer, including, but not limited to, any loss of profit you were expecting to make on Products for which you had placed an Order with us and any other consequential loss, howsoever arising.
19.1 If you do not receive the Products ordered from us within fourteen (14) days of receipt by you of a dispatch confirmation email from us or our carrier, we will have no liability to you unless you notify us in writing at our contact address of the problem within twenty-one (21) days of receipt by you of the dispatch confirmation email. If you notify us of such a problem, our only obligation will be (at our election): (a) to make good any shortage or non-delivery; (b) to replace or repair any Products that are deemed by our garment technicians to be faulty; or (c) to refund to you the amount paid by you for the Products in question in whatever way we choose.
19.2 Nothing in these Terms and Conditions shall limit or exclude our liability for: (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation; or (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979.
19.3 Subject to the wording above, we shall under no circumstances whatever be liable to you, 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 these Terms and Conditions.
19.4 Our total liability to you in respect of all other losses arising under or in connection with these Terms and Conditions whether in contract, tort (including negligence), breach of statutory duty, or otherwise shall in no circumstances exceed the price of the Products in the Order constituting the Contract out of which the losses are alleged to arise.
19.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from these Terms and Conditions.
20.1 We will not, except in exceptional circumstances, accept the return of any Products which you have ordered and received unless those Products are deemed faulty, damaged or not the Products you ordered (i.e. the order has been incorrectly entered by us or the order has been mispacked).
20.2 Please notify us within five (5) working days of delivery if any Products that you receive are damaged, faulty or not the Products you ordered, and we will determine at this point how best to proceed. If you fail to notify us of any problems within this time, you will be deemed to have accepted the Products as delivered and the invoice for that order will be deemed to be accepted by you.
20.3 We may choose either to invite you to return the Products, along with a completed returns form (this will be standard for all retailers within the UK mainland) or to send to us photographs of the faults and full details of the product code and size for each faulty item (this will be standard for all retailers outside of the UK mainland).
20.4 Once we have either received the returned Product(s) and a relevant returns form or received the photograph(s), product code and size for each Product, our garment technicians will assess the Product(s) or photograph(s) and confirm whether or not it is deemed as faulty. If it is deemed by our garment technicians to be faulty we will organise for the Product(s) to be replaced or a credit to be applied to your Frugi trade account. If, however, they do not deem the Product(s) to be faulty, we will contact you by email to let you know and organise to return the Product(s) to you (if you were invited to send them to us).
20.5 We will refund to you the first class postage costs you will incur in returning to us any Product(s) that are deemed to be faulty by our garment technicians. The refund will be made by credit to your Frugi account as soon as possible upon the items being deemed faulty by our garment technicians. When returning an item to us, please send it to: Frugi, Hornsby House, Wheal Vrose Business Park, Helston, Cornwall, TR13 0FG. We recommend that you get a free Certificate of Posting from the Post Office when you send Products back to us. However, proof of sending is not proof of receipt by us.
Neither we nor you shall be liable for any failure or delay in performing our respective obligations under these Terms and Conditions to the extent that such failure or delay is caused by a 'Force Majeure Event'. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving our own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
Unless otherwise expressly stated in these Terms and Conditions, all notices from you to us must be made in writing and sent to our contact address at Frugi, Hornsby House, Wheal Vrose Business Park, Helston TR13 0FG or by email to firstname.lastname@example.org All notices from us to you will be either emailed to you to the email address provided at the time you place your Order or any general notices, including changes to these Terms and Conditions, will be displayed on our Website.
We reserve the right to change these Terms and Conditions from time to time, so please ensure you read them regularly. 24. Law, jurisdiction and language Our Website, any content contained on it and any contract brought into being as a result of usage of our Website is governed by and construed in accordance with English law. Organisations using our Website, and contracting with us under these Terms and Conditions, agree to submit to the exclusive jurisdiction of the courts of England and Wales.
26.1 All communication between Frugi and you is to be treated as confidential and is not to be shared by you with any person, including but not limited to other Frugi retailers, your customers and/or third parties. This includes ‘leaking’ of any season launch dates, styles or designs which we may choose to share with you ahead of any Frugi published season or drop launch date and sharing of any part of these Terms and Conditions, the Frugi Trade Charter, any posts on our ‘retailers only’ Facebook group or any requests or requirements we communicate in relation to the way we would like our retailers to conduct themselves when selling Frugi. For the purposes of this clause, communication means any form of communication, including but not limited to, verbal and written communication.
26.2 You shall keep strictly confidential all information concerning the business and affairs of Frugi obtained from us either pursuant to the Contract or prior to and in contemplation of it, shall use the same exclusively for the purposes of the Contract, and shall disclose the same only to those of your directors and employees to whom and to the extent that such disclosure is reasonably necessary for the purposes of the Contract.
Nothing in these Terms and Conditions is intended to, nor shall it, confer any rights on a third party.
28.1 No waiver by us of any breach of the Contract or any of these Terms and Conditions shall be considered as a waiver of any subsequent breach of the same or any other provision.
28.2 Frugi may perform any of our obligations or exercise any of our rights under these Terms and Conditions by itself or through any third party.
28.3 If any part of these Terms and Conditions is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of these conditions will not be affected.
28.4 These conditions constitute the entire Contract between the parties and may only be varied or modified in writing under the hands of the parties or their authorised representatives.