Absolute Apparel Terms and Conditions of Sale (Online and via Telephone Order Line)
The Buyer's attention is particularly drawn to condition 10 (Liability) and condition 14 (Cookies)
These terms and conditions of sale (online and via telephone order line) herein referred to as “these Conditions” together with all other terms and conditions and policies referred to, apply to all purchases made by a person acting in the course of business (and not as a consumer) via the Site (defined below) or telephone order line and form part of the contract of sale of the Goods to the Buyer incorporating these Conditions and arising from the Seller’s acceptance of the Buyer’s order. Other policies (terms of use of website, privacy policy, cookie policy) should be read in conjunction with and as part of these Conditions and may be found at [https://absoluteapparel.co.uk/privacy-policy]
Please don’t use the Site if you disagree with them but if you have any questions then contact sales@absoluteapparel.co.uk. By using the Site, you consent to the terms of our privacy policy and our use of cookies.
By placing an order through the Site, the Buyer confirms that it has read, understood and agreed to these Conditions in their entirety. If the Buyer does not agree to these Conditions in their entirety, the Buyer must not order any product through the Site.
In these Conditions the following expressions shall have the following meanings:
“the Buyer” means the person firm or corporation with whom the Seller contracts for the sale of the Goods upon these Conditions.
"the Contract" means any contract for the sale of the Goods by the Seller incorporating these Conditions and arising from the Seller’s acceptance of the Order.
"the Goods" means the products which are to be sold by the Seller and purchased by the Buyer under the Contract.
“the Order” means the Buyer’s order for the Goods (whether via the Site or telephone order line).
“Pro Forma Account” means an account with the Seller which would oblige the Buyer to pay for the Goods prior to the Seller issuing any Order Confirmation.
1. About Us
1.1 The website www.absoluteapparel.co.uk (the "Site") is operated by Absolute Apparel Limited, a company registered in England and Wales under company number 05219123 and with its registered office (and main trading address) at Absolute Apparel, Racecourse Road, Wolverhampton, West Midlands, England, WV6 0QD (the "Seller"). The Seller's VAT number is GB 861 9122 23.
1.2 The Site is only intended for use by buyers purchasing goods in the course of its business. The Seller does not accept orders from consumers.
2. Application of Conditions
2.1 All Goods listed on the Site are sold by the Seller to the Buyer upon these Conditions which shall prevail to the exclusion of any other terms which the Buyer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 The Seller may make revisions to these Conditions from time to time. If there are revisions, the Seller will publish them on the Site and highlight, on the home page, that revisions have been made. The Buyer shall regularly check the Site for details of any revisions having been published. The Site will identify the date on which the revisions will become effective and such revisions shall apply to all Orders which are issued on or after that date.
2.3 The Buyer should click on the tick box marked 'I agree to terms and conditions' if the Buyer accepts them. If the Buyer refuses to accept these Conditions, however, the Buyer will not be able to order any Goods from the Site.
3. How the Contract is Formed between the Seller and the Buyer
3.1 The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions. The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification (defined below) submitted by the Buyer are complete and accurate.
3.2 The Order shall only be deemed to be accepted when the Seller issues a written acceptance of the Order by issuing an Order Confirmation, defined below, (having received full payment in cleared funds for the Goods which are the subject of the Order, unless credit terms have been agreed by the Seller and confirmed in writing to the Buyer) at which point the Contract shall come into existence.
3.3 After placing an Order, the Buyer will receive an e-mail from the Seller acknowledging that the Seller has received the Order. This does not mean that the Order has been accepted. The Order constitutes an offer to the Seller to purchase the Goods. All Orders are subject to acceptance by the Seller, whether or not the Order is placed on the Site or via telephone order line, and the Seller will only confirm such acceptance to the Buyer by sending the Buyer an order confirmation by e-mail that confirms that the Order is being processed (the "Order Confirmation"). For the avoidance of doubt, the Contract will only be formed when the Seller sends the Buyer the Order Confirmation.
3.4 The Contract will relate only to those Goods set out in the Order Confirmation. The Seller will not be obliged to supply any other goods which may have been part of the Buyer's order until the order of such goods has been confirmed in a separate Order Confirmation.
3.5 Any samples, drawings, descriptive matter, or advertising produced by the Seller and any descriptions or illustrations contained in the Seller's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the goods described in them and any measurements that are described as 'to fit' are for guidance only. They shall not form part of the Contract or have any contractual force.
3.6 The Buyer is responsible for ensuring that the terms of its Order and any applicable specification for the Goods that are submitted to the Seller, including any related drawings, that are agreed by the Buyer and the Seller in writing (the "Specification"), are complete and accurate.
3.7 The Buyer warrants that the Seller's compliance with the Specification shall not breach any third party's intellectual property rights and, to the extent that the Goods are to be manufactured in accordance with the Specification, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Seller's use of the Specification. This condition 3.7 shall survive termination of the Contract.
3.6 The Seller reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements or for the ongoing improvement of the Goods, in its absolute discretion.
4. Prices
4.1 Subject to condition 4.3, the prices payable for the Goods shall be those in the Seller's price list current when the Order Confirmation is sent, except in cases of manifest error.
4.2 At the Seller’s absolute discretion, any samples of Goods produced (whether experimental or otherwise at the Buyer’s request) by or on behalf of the Seller for or in connection with the Contract will be chargeable (and the price therefore will be agreed with you in advance) and non-returnable. Any such work undertaken to produce such Goods will be the subject of a separate Contract entered into pursuant to these Conditions. The Seller will only produce samples where the Buyer indicates that it will place an Order for a minimum quantity of Goods as agreed with the Seller.
4.3 At the Seller's absolute discretion, a surcharge of 5% per garment may be made on Orders where size XL or bigger only is required.
4.4 Orders placed for Goods via the Site totalling £100 or more (excluding VAT and delivery costs) or other than via the Site (ie via telephone order line) totalling £200 or more (excluding VAT and delivery costs) that are to be delivered to U.K. mainland locations and that are to be dispatched by the Seller's normal next day carrier service will qualify for free delivery if, when the Order Confirmation is sent (or as the case may be any quotation is accepted (see condition 4.10 below)) the Goods are in stock. All other Orders are subject to delivery costs as specified on the Order Confirmation. Notwithstanding the generality of the foregoing, the Seller shall be at liberty to revise (whether upward or downward), replace or withdraw the qualification for free delivery at any time prior to issue of an Order Confirmation.
4.5 Goods dispatched by special delivery of whatever kind at the Buyer's request are subject to a carriage surcharge as specified on the Order Confirmation which will be dependent on the shipping method and delivery address.
4.6 VAT at the prevailing rate shall be added to the price of the Goods and be payable by the Buyer where applicable.
4.7 The Seller reserves the right to revise prices and delivery charges at any time but changes will not affect Orders in respect of which the Seller has sent an Order Confirmation (or as the case may be, a quotation) to the Buyer.
4.8 The Site and the Seller's catalogues and/or brochures each contain a large number of products and it is always possible that, despite the Seller's best efforts, some of the products listed on the Site and in the Seller's catalogues and/or brochures may be incorrectly priced. The Seller will normally verify prices as part of its dispatch procedures so that, where the correct price is less than the stated price, the Seller will charge the lower amount when dispatching the goods to the Buyer. If the correct price for the goods is higher than the price stated on the Site and/or in the Seller's catalogues and/or brochures, the Seller will, at its discretion, either contact the Buyer for instructions before dispatching the Goods, or reject the Order and notify the Buyer of such rejection.
4.9 The Seller is under no obligation to provide the Goods to the Buyer at the incorrect (lower) price, even after the Seller has sent the Buyer an Order Confirmation, in such circumstances, the Seller may (notwithstanding the provisions of condition 4.8) cancel an Order at any time prior to delivery upon notice to the Buyer whereupon a refund of any monies paid for the relevant Goods will be made as soon as reasonably practicable.
4.10 Where the Seller has provided the Buyer with a quotation for the goods, this shall not constitute an offer. A quotation shall only be valid for the period of time expressly stated on the quotation. Any verbal quotation is an estimate only and will not be binding unless and until confirmed by the Seller in writing.
5. Payment Terms
5.1 Before placing an Order with the Seller via its Site or otherwise, the Buyer is required to register its details with the Seller and open a Credit Account (defined herein) or Proforma Account (at https://absoluteapparel.co.uk/requestcatalogue) as, at the Seller's discretion, the case may be.
5.2 The Buyer acknowledges and agrees that details of the Buyer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of the Seller in connection with opening a credit or proforma account. Please see our Privacy Policy - https://absoluteapparel.co.uk/privacy-policy for more information on how personal information will be used.
5.3 The Buyer is responsible for maintaining the confidentiality of its user account and password and for otherwise preventing unauthorised access to the Buyer's account. The Buyer agrees to accept responsibility for all activities that occur under its account or password. The Buyer shall inform the Seller immediately if it has any reason to believe that its password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner.
5.4 The Seller reserves the right to refuse access to the Site, delete accounts or cancel Orders at its absolute discretion. If the Seller cancels an Order, a refund of any monies paid for the relevant Goods will be made as soon as reasonably practicable.
5.5 Conditions 5.6 to 5.13 (inclusive) shall apply in relation to a Buyer whereby credit terms have been agreed by the Seller and confirmed in writing to the Buyer. The remainder of this condition 5 shall apply in relation to all Buyers.
5.6 The Buyer may apply for a credit account (“Credit Account”) with the Seller which would allow the Buyer to pay for the Goods after the Seller has provided the Goods to the Buyer by requesting a Credit Account Application Form - https://absoluteapparel.co.uk/credit from the Seller. Once completed, this must be returned to the Seller. Pending the opening of a Credit Account, and in respect of a Buyer who has a Pro-Forma Account, all Goods must be paid for in advance prior to issue of an Order Confirmation.
5.7 The Seller will assess the Buyer's eligibility for a Credit Account and if deemed eligible, the Seller will in is absolute discretion set up a Credit Account for the Buyer and the Buyer will be given an account number.
5.8 The Buyer's Credit Account will be subject to these Conditions and any other terms and conditions that the Seller may advise from time to time.
5.9 The Buyer must comply with all terms and conditions that relate to its Credit Account, including the credit limit that the Seller places on the Credit Account.
5.10 The Seller will send to the Buyer a statement on account at the expiry of each calendar month.
5.11 The Seller reserves the right to alter the amount of credit allowed to the Buyer either up or down (to any figure) at any time, at its absolute discretion.
5.12 The Seller may suspend or close the Buyer's Credit Account immediately without notice if:
5.12.1 the Buyer (in the case of a corporate entity) takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;;
5.12.2 the Buyer (in the case of an individual) takes any step or action in connection with his entering into bankruptcy or any composition or arrangement with his creditors whether voluntarily or by order of the court, having a receiver appointed to any of his assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
5.12.3 commits a material breach of the Contract and/or these Conditions (and any term and conditions pertaining to a Credit Account) and (if such a breach is remediable) fails to remedy that breach within 7 days of the Buyer being notified in writing of the breach;
5.12.4 the Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
5.13 If the Seller suspends or closes the Buyer's Credit Account for any reason, the Buyer shall settle any outstanding invoices immediately.
5.14 The Seller may invoice the Buyer for the Goods on or at any time after the Goods have been dispatched. All invoices sent will be sent via email to the email address provided by the Buyer upon placing an Order. Payment for the Goods shall be made by credit or debit card at the time an Order is placed, save in respect of a Buyer who has a subsisting Credit Account whereupon (unless otherwise agreed with the Seller at its absolute discretion) payment for the Goods shall be made in cleared funds no later than the last day of the month following the month in which the relevant Goods were delivered, or no later than the last day of the month following receipt of an invoice for the Goods from the Seller whichever comes first.
5.15 Payment shall be made without any deduction or withholding except as required by law and the Buyer shall not be entitled to assert any credit, set-off or counterclaim against the Seller in order to justify withholding payment of any such amount in whole or in part. The Seller may at any time, without limiting any other rights or remedies it may have, set-off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.
5.16 The Buyer can settle any invoices by direct debit, credit card, debit card, BACS, CHAPS or cheque.
5.17 The Seller reserves the right to surcharge the Buyer should payment be offered by credit card, if legally permitted to do so.
5.18 The Buyer is responsible for any bank or other charges which it incurs as part of its payment to the Seller.
5.19 Any payments that the Buyer makes by cheque will incur a £20.00 surcharge in the event of their being insufficient funds available upon presentation of the relevant cheque.
5.20 Time for payment by the Buyer shall be of the essence of the Contract.
5.21 The Seller reserves the right to charge interest on overdue accounts at the rate of 5% over HSBC Bank Plc's base rate to run from the due date for payment until receipt by the Seller of the full amount whether or not after judgment.
6. Delivery
6.1 Delivery dates mentioned in any Order Confirmation or elsewhere are approximate only and the time of delivery is not of the essence. . Unless otherwise expressly agreed the Seller may effect the delivery in one or more instalments. Each instalment shall be treated as a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment. Where the Seller has already confirmed that the Order qualifies for free delivery under condition 4.4, the delivery of such Order, if made in instalments, shall be made free of delivery charges if requested by the Buyer to be delivered in the U.K. mainland.
6.2 If the Seller delivers up to and including 10% more or less than the quantity of Goods ordered the Buyer may not reject them, but on receipt of notice from the Buyer that the wrong quantity of Goods was delivered, a pro rata adjustment shall be made to the Order invoice.
6.3 Delivery shall be at the Buyer's premises unless otherwise agreed by the Seller (the "Delivery Location"). Delivery of the goods will be completed on the Goods' arrival on the completion of unloading of the Goods at the Delivery Location.
6.4 Where the Buyer and the Seller agree that delivery shall be at the Seller's premises, the Buyer shall collect the Goods from the Seller's premises at the main trading address stated in condition 1.1 or such other location as may be advised by the Seller prior to delivery.
6.5 If the Buyer refuses or fails to take delivery of the Goods the Seller shall be entitled to terminate the Contract with immediate effect or to dispose of the Goods as it may in its absolute discretion determine and the Seller reserves the right to recover from the Buyer a minimum handling fee of 25% of the total price of such Goods (plus VAT) which shall be paid by the Buyer within 30 days of the date of an invoice issued by the Seller in respect thereof.
7. Risk and Title
7.1 Risk in the Goods shall pass to the Buyer on delivery and the Buyer should therefore be insured accordingly.
7.2 Title to the Goods shall not pass to the Buyer until the Seller has received payment in full (in cash or cleared funds) for:
7.2.1 such Goods; and
7.2.2 all other sums which are or which become due to the Seller from the Buyer on any account.
7.3 Until title to the Goods has passed to the Buyer, the Buyer shall:
7.3.1 hold such Goods on a fiduciary basis as the Seller's bailee;
7.3.2 store such Goods separately from all other Goods held by the Buyer so that they remain readily identifiable as the Seller's property;
7.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; and
7.3.4 maintain such goods in satisfactory condition and keep them insured on the Seller's behalf for their full price against all risks with an insurer that is reasonably acceptable to the Seller. The Buyer shall obtain an endorsement of the Seller's interest in the Goods on its insurance policy. On request the Buyer shall allow the Seller enter any premises of the Buyer or of any third party where the Goods are stored in order to inspect such Goods and be provided with a copy of the relevant insurance policy upon request,
but the Buyer may resell or use the Goods in the ordinary course of its business.
7.4 Subject to condition 7.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time:
7.4.1 it does so as principal and not as the Seller’s agent; and
7.4.2 title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.
7.5 If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in condition 12.1, then, without limiting any other right or remedy the Seller may have:
7.5.1 the Buyer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
7.5.2 the Seller may at any time:
7.5.2.1 require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
7.5.2.2 if the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them.
8. Variation and Returns
8.1 Save as provided herein no return of Goods will be accepted where:
8.1.1 the Goods have been printed on, used, altered or have changed in form in any way whatsoever; and
8.1.2 the Seller has refused (at its absolute discretion) to authorise such return of Goods prior to dispatch and have not provided the Buyer with a 'returns authorisation number'.
8.2 The Seller reserves the right to charge the minimum handling fee specified in condition 6.5 above except in the case of faulty Goods. Goods returned to the Seller without a 'returns authorisation number' will not be credited and will be disposed of at the
Seller's discretion unless the Buyer collects such goods (at its own cost) from the Seller within 30 days of receipt of the returned Goods.
8.3 The Buyer is strongly advised to check the Goods carefully before using or altering them in any way as Goods may not be returned after any such use or alteration.
8.4 Subject to condition 8.5, if:
8.4.1 the Buyer gives notice in writing to the Seller in the case of a defect that is apparent on normal visual inspection within 5 business days of delivery, or in the case of a latent defect relating to the colour bleeding/washout and shrinkage of the Goods, within 5 business days of the latent defect having become apparent, or that some or all of the Goods do not comply with the warranty set out in condition 9;
8.4.1 the Seller is given a reasonable opportunity of examining such Goods; and
8.4.2 the Buyer (if asked to do so by the Seller) returns such Goods to the Seller’s place of business at the Buyer’s cost,
the Seller shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full.
8.5 If the Buyer has not given notice of any defects in the Goods within the relevant time period, it shall be deemed to have accepted the Goods.
9. Warranty
The Seller warrants to the Buyer that any Goods purchased from it through the Site or otherwise will, on delivery, conform in all material respects with their description, be of satisfactory quality (within the meaning of the Sale of Goods Act 1979), and be reasonably fit for all the purposes for which Goods of that kind are commonly supplied.
10. Liability
10.1 The restrictions on liability in this condition 10 apply to every liability arising under or in connection with the Contract including liability contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise) which are a foreseeable consequence of such failure.
10.2 Subject to condition 10.4, the Seller’s total liability to a Buyer who is dealing with the Seller in the course of its business shall be limited to the price quoted in the Order Confirmation.
10.3 Subject to condition 10.4, the Seller will not be liable for losses that result from its failure to comply with these Conditions for:
10.3.1 loss of income or revenue;
10.3.2 loss of business;
10.3.3 loss of profits;
10.3.4 loss of anticipated savings;
10.3.5 waste of management or office time;
10.3.6 loss of or damage to goodwill;
10.3.7 defects in the Goods caused by fair wear and tear, abnormal condition of storage or use or any act, neglect or default of the Buyer or of any third party including (but not restricted to) failure to follow washing instructions which may result in the Goods shrinking or losing colour;
10.3.8 shortages in quantity delivered unless the Buyer notifies the Seller of such claim within 7 days of receipt of the Goods;
10.3.9 damage to or loss of the Goods or any part thereof in transit unless the Buyer notifies the Seller of any such claims within 7 days of receipt of the Goods;
10.3.10 other defects in the Goods unless the Buyer notifies the Seller within 14 days of receipt of the Goods by the Buyer; or
10.3.11 other defects in the Goods where the Goods have been printed on or have changed in form in any way whatsoever.
However, this condition 10.3 will not prevent claims for loss of or damage to the Buyer's tangible property that are foreseeable or any other claims for direct loss that are not excluded by conditions 10.3.1 to 10.3.11 inclusive of this condition 10.3.
10.4 Nothing in these Conditions excludes or limits the Seller's liability for:
10.4.1 death or personal injury caused by the Seller's negligence;
10.4.2 fraud or fraudulent misrepresentation;
10.4.3 any breach of the obligations implied by section 12 of the Sale of Goods Act 1979;
10.4.4 defective products under the Consumer Protection Act 1987;
10.4.5 any deliberate breaches of these Conditions that would entitle the Buyer to terminate the Contract; or
10.4.6 any other matter for which it would be illegal for the Seller to exclude or attempt to exclude its liability.
11. Import Duty
11.1 If the Buyer orders Goods from the Site or otherwise for delivery outside of the U.K., they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Buyer will be responsible for payment of any such import duties and taxes. Please note that the Seller has no control over these charges and cannot predict their amount. The Buyer should contact its local customs office for further information before placing its Order.
11.2 The Buyer should also note that it must comply with all applicable laws and regulations of the country for which the Goods are destined. The Seller will not be liable for any breach by the Buyer of any such laws and regulations.
12. Insolvency and Default
12.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
12.1.1 the other party enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or if an order is made or a resolution passed for the winding up of the other party or if a Receiver is appointed over any of the other party's assets or undertakings or if the other party takes or suffers any similar or analogous action in consequence of debt;
12.1.2 the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing of the breach.
12.2 Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer.
12.3 Without limiting its other rights or remedies, the Buyer shall have the right to terminate the Contract by giving the Seller 3 months' written notice.
12.4 In the event that the Seller terminates the Contract for whatever reason, the Buyer must pay to the Seller all costs, charges and expenses that the Seller has incurred up to the date of termination and that the Seller will incur as a result of the termination.
13. Anti-Bribery
13.1 The Seller shall:
13.1.1 comply with all applicable laws, statutes and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the "Relevant Requirements");
13.1.2 comply with the Buyer's ethics, anti-bribery and anti-corruption policies, if any, that the Seller has been provided with and approved (the "Relevant Policies");
13.1.3 have and shall maintain in place throughout the term of this agreement its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies, and will enforce them where appropriate;
13.1.4 promptly report to the Buyer any request or demand for any undue financial or other advantage of any kind received by the Seller in connection with the performance of the Contract; and
13.1.5 within 12 months of the date of the Contract, and annually thereafter, certify to the Buyer in writing signed by an officer of the Seller, compliance with this condition 13 by the Seller and all persons associated with it under condition 13.2. The Seller shall provide such supporting evidence of compliance as the Buyer may reasonably request.
13.2 The Seller shall ensure that any person associated with the Seller who is performing services or providing goods to the Buyer does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Seller in this condition 13 (the "Relevant Terms"). The Seller shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Buyer for any breach by such persons of any of the Relevant Terms.
13.3 Breach of this condition 13 shall be deemed a material breach under condition 12.1.2.
13.4 For the purpose of this condition 13, the meaning of adequate procedures and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this condition 13 a person associated with the Seller includes but is not limited to any subcontractor of the Seller.
14. Cookies
The Seller's Site uses cookies to help the Seller to improve its Site and to deliver a better and more personalised service. Some of the cookies that the Seller uses are essential for the Site to operate. If the Buyer registers with the Seller or if the Buyer continues to use the Site, the Buyer agrees to the Seller's use of cookies. Further details of the Seller's use of cookies are found in the Privacy Policy - https://absoluteapparel.co.uk/privacy-policy.
15. Written Communications
Applicable laws require that some of the information or communications that the Seller sends to the Buyer should be in writing. When using the Site, the Buyer accepts that communication with the Seller will be mainly electronic. The Seller will contact the Buyer by e-mail or provide the Buyer with information by posting notices on the Seller's website. For contractual purposes, the Buyer agrees to this electronic means of communication and acknowledges that all contracts, notices, information and other communications that the Seller provides to the Buyer electronically comply with any legal requirement that such communications be in writing.
16. General
16.1 All notices given by the Buyer to the Seller must be given to the Seller at Absolute Apparel, Racecourse Road, Wolverhampton, West Midlands, England, WV6 0QD, United Kingdom, via email to: sales@absoluteapparel.co.uk, or via fax to: 0121 289 3216. The Seller may give notice to the Buyer at either the e-mail address, postal address, or via fax to the number, that the Buyer provides to the Seller when placing an Order. Notice will be deemed received and properly served immediately when posted on the Seller's website, 24 hours after an e-mail or fax is transmitted, and three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee, and in the case of a fax, that such fax was sent to the fax number specified by the addressee and confirmation of transmission was received.
16.2 The Contract between the Buyer and the Seller is binding on the Buyer and the Seller and on their respective successors and permitted assignees.
16.3 The Buyer may not transfer, assign, charge or otherwise dispose of a Contract, or any of its rights or obligations arising under it, without the Seller's prior written consent.
16.4 The Seller may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of its rights or obligations arising under it, at any time during the term of the Contract.
16.5 The Seller shall not be liable to the Buyer for loss or damage suffered by the Buyer as a direct, indirect or consequential result of the supply of goods by the Seller being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Seller's reasonable control.
16.6 If the Seller fails, at any time during the term of a Contract, to insist upon strict performance of any of the Buyer's obligations under the Contract or any of these Conditions, or if the Seller fails to exercise any of the rights or remedies to which it is entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve the Buyer from compliance with such obligations.
16.7 A waiver by the Seller of any default will not constitute a waiver of any subsequent default.
16.8 No waiver by the Seller of any of these Conditions will be effective unless it is expressly stated to be a waiver and is communicated to the Buyer in writing in accordance with condition 15 above.
16.9 If any of these Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
16.10 These Conditions and any document expressly referred to in them constitutes the whole agreement between the Seller and the Buyer and supersedes all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between the Seller and the Buyer relating to the subject matter of any Contract.
16.11 Both parties acknowledge that, in entering into a Contract, neither party has relied on any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.
16.12 Both parties agree that their only liability in respect of those representations and warranties that are set out in the Contract (whether made innocently or negligently) will be for breach of contract.
16.13 Nothing in conditions 16.10 to 16.12 (inclusive) limits or excludes any liability for fraud.
16.14 The Seller has the right to revise and amend these Conditions from time to time.
16.15 The Contract shall be governed by and constructed in accordance with English Law; the parties submit to the exclusive jurisdiction of the English Courts.