Wholesale Terms of Sale

1. Interpretation
   • 1.1 Definitions. In these Conditions, the following definitions apply:

   Bluebella: Bluebella Limited (registered in England and Wales with company number 05566892).

   Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

   Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.6.

   Contract: the contract between Bluebella and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

   Customer: the person or firm who purchases the Goods from Bluebella.

   Force Majeure Event: has the meaning given in clause 10.

   Goods: the goods (or any part of them) set out in the Order.

   Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of Bluebella's quotation, or overleaf, as the case may be.

   • 1.2 Construction. In these Conditions, the following rules apply:
     • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
     • A reference to a party includes its personal representatives, successors or permitted assigns.
     • A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
     • Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
     • A reference to writing or written includes faxes and e-mails.
2. Basis of contract
   • 2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   • 2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
   • 2.3 The Order shall only be deemed to be accepted when Bluebella issues a written acceptance of the Order, at which point the Contract shall come into existence.
   • 2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Bluebella which is not set out in the Contract.
   • 2.5 Any samples, photographs, descriptive matter, or advertising provided or produced by Bluebella and any descriptions or illustrations contained in Bluebella's website, catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
   • 2.6 The minimum opening Order from the Customer shall be not less than $300 (or an equivalent sum). The minimum replenishment Order from the Customer shall be not less than $300 (or an equivalent sum).
3. Goods
   • 3.1 The Goods are described in Bluebella's website, catalogue or brochures.
   • 3.2 The Goods are subject to changes in materials, trims, embellishments and other factors beyond Bluebella’s control. Bluebella will use reasonable endeavours to inform the Customer of such changes.
4. Delivery
   • 4.1 Subject to clause 2 Bluebella shall deliver the Goods by its nominated carrier to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Bluebella notifies the Customer that the Goods are ready.
   • 4.2 Where it is agreed in the Order that delivery shall be Ex Works Leeds all shipping and duty costs shall be the sole responsibility of the Customer. Bluebella will supply package weight and dimensions to allow the Customer to arrange freight for the goods.
   • 4.3 Delivery of the Goods shall be completed once the goods are loaded at the Delivery Location
   • 4.4 Bluebella offers free delivery to the Customer on all US orders over $1000. Otherwise a $45 delivery charge is payable by the Customer.
   • 4.5 Should the customer want to place an order that contains styles available on different dates, the customer must wait for the last availability date so that all items can be delivered together. Alternatively the customer may choose to place multiple separate orders that each individually meet the minimum order level with the stated delivery charges applying in the usual way.
   • 4.6 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Bluebella shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Bluebella with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
   • 4.7 If Bluebella fails to deliver the Goods within 6 weeks of the estimated delivery date, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
   • 4.8 If the Customer fails to take or accept delivery of the Goods within 3 Business Days of Bluebella notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or Bluebella's failure to comply with its obligations under the Contract:
     • delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which Bluebella notified the Customer that the Goods were ready; and
     • Bluebella shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
   • 4.9 If 10 Business Days after the day on which Bluebella notified the Customer that the Goods were ready for delivery the Customer has not taken or accepted delivery of them, Bluebella may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
   • 4.10 The Customer shall not be entitled to reject the Goods if Bluebella delivers up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the Order invoice on receipt of notice from the Customer that the wrong quantity of Goods was delivered.
5. Quality
   • 5.1 Bluebella warrants that on delivery the Goods shall:
     • conform in all material respects with their description;
     • be free from material defects in design, material and workmanship; and
     • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
   • 5.2 Subject to clause 0, if:
     • the Customer gives notice in writing to Bluebella within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 1 (with a description of the fault); (i) in the case of a defect that is apparent on normal visual inspection, within [e.g. 5] Business Days of delivery; and (ii) in the case of a latent defect, within a reasonable time of the latent defect having become apparent
     • Bluebella is given a reasonable opportunity of examining such Goods; and
     • the Customer (if asked to do so by Bluebella) returns such Goods to Bluebella's place of business at the Customer's cost, with a pre-approved Returns Authorisation Number issued from Bluebella clearly marked on the outside of the package and with the Goods sent in their original condition, unworn, with all original packing including swing tag,
     Bluebella shall, at its option, repair or replace the defective Goods with Goods of the same or similar type, provide a credit note or refund the price paid by the Customer to Bluebella of the defective Goods in full.
     Bluebella shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:
     • the Customer makes any further use of such Goods after giving notice in accordance with clause 2;
     • the defect arises because the Customer failed to follow Bluebella's oral or written instructions as to the storage, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
     • the defect arises as a result of Bluebella following any instruction supplied by the Customer;
     • the Customer alters or repairs such Goods without the written consent of Bluebella;
     • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
     • the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   • 5.3 Except as provided in this clause 5, Bluebella shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 1.
   • 5.4 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 the Contract.
   • 5.5 These Conditions shall apply to any repaired or replacement Goods supplied by Bluebella.
6. Title and risk
   • 6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
   • 6.2 Title to the Goods shall not pass to the Customer until Bluebella receives payment in full (in cash or cleared funds) for the Goods and any other goods that Bluebella has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment [of all such sums].
   • 6.3 Until title to the Goods has passed to the Customer, the Customer shall:
     • store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Bluebella's property;
     • not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
     • maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
     • notify Bluebella immediately if it becomes subject to any of the events listed in clause 1; and
     • give Bluebella such information relating to the Goods as Bluebella may require from time to time.
   • 6.4 Subject to clause 5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Bluebella receives payment for the Goods. However, if the Customer resells the Goods before that time:
     • it does so as principal and not as Bluebella’s agent; and
     • title to the Goods shall pass from Bluebella to the Customer immediately before the time at which resale by the Customer occurs.
   • 6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 1, then, without limiting any other right or remedy Bluebella may have:
     • the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
     • Bluebella may at any time:
       • require the Customer to deliver up all Goods in its possession which have not been resold; and
       • if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7. Price and payment
   • 7.1 The price of the Goods shall be the price set out in the Order (and in the currency set out in the Order), or, if no price is quoted, the price set out in Bluebella's published price list in force as at the date of delivery.
   • 7.2 All Orders must be placed in US Dollar.
   • 7.3 All international payments are to be converted to the currency as specified on the invoice by the Customer’s bank and charges paid in full prior to arrival. Bluebella is not liable for any fees or charges in relation to currency conversions. In case of any costs incurred by Bluebella Ltd these will be recharged to the customer by Bluebella.
   • 7.4 Bluebella may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
     • any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
     • any delay caused by any instructions of the Customer or failure of the Customer to give Bluebella adequate or accurate information or instructions.
   • 7.5 The price of the Goods is inclusive of the costs and charges of packaging, and insurance.
   • 7.6 The price of the Goods is inclusive of amounts of importation taxes which may be levied
   • 7.7 If the Customer fails to make any payment due to Bluebella under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
   • 7.8 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Bluebella may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Bluebella to the Customer.
   • 7.9 Bluebella shall be entitled to perform a credit check on the Customer.
8. Termination and suspension
   • 8.1 Bluebella may terminate the Contract on giving not less than 5 Business Days’ notice to the Customer
   • 8.2 On termination of the Contract for any reason the Customer shall immediately pay to Bluebella all of Bluebella's outstanding unpaid invoices and interest.
   • 8.3 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
   • 8.4 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
9. Limitation of liability
   • 9.1 Nothing in these Conditions shall limit or exclude Bluebella's liability for:
     • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
     • fraud or fraudulent misrepresentation;
     • breach of the terms implied by section 12 of the Sale of Goods Act 1979;
     • defective products under the Consumer Protection Act 1987; or
     • any matter in respect of which it would be unlawful for Bluebella to exclude or restrict liability.
   • 9.2 Subject to clause 1:
     • Bluebella shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit (whether direct or indirect), or any indirect or consequential loss arising under or in connection with the Contract; and
     • Bluebella's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods.
10. Force majeure
    • Neither party shall be liable for any failure or delay in performing its obligations under the Contract 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.
11. Customer Obligations
    • 11.1 Marketing, PR & Samples. Loan samples may be provided by Bluebella to the Customer at Bluebella’s sole discretion. Such samples are subject to availability and must be returned to Bluebella in their original condition. Damaged or missing samples will be invoiced to the Customer at the full retail price of the equivalent Goods. Sample requirements must be agreed at the time of the Order.
    • 11.2 Brand Images & Logo Usage. Bluebella names, images and logos may only be used by the Customer in direct relation to sales, marketing and product information in respect of the Goods. Any unauthorised use by the Customer of names, images or logos in association with third party products, services or offers is prohibited.
    • 11.3 Customer Pricing. The Customer shall inform Bluebella in writing in advance of any proposed in season mark downs.
    • 11.4 The Customer shall not supply the Goods to Online Marketplace Platforms or to distributors, retailers, or other resellers that supply to Online Marketplace Platforms without Bluebella’s prior written consent.
    • 11.5 The Customer agrees not to bid on any paid for keyword, metatag or search engine advertising or pay-per-click activity that refers to Bluebella
12. General
    • 12.1 Assignment and other dealings
      • Bluebella may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
      • The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Bluebella.
    • 12.2 Notices
      • Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax.
      • A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission.
      • The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    • 12.3 Severance
      • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
      • If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    • 12.4 Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    • 12.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
    • 12.6 Variation.Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Bluebella.
    • 12.7 Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.
    • 12.8 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

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