Terms & Conditions

TERMS AND CONDITIONS

FOR SALE OF GOODS

OF

ZENTOSA LTD

Trading as Couture Kingdom UK

 

1          DEFINITIONS

 

            In this document the following words shall have the following meanings:

 

1.1        "Buyer" means the organisation or person who buys Goods from the Seller;

 

1.2        "Goods" means the articles to be supplied to the Buyer by the Seller;

 

1.3        "Intellectual Property Rights" means all patents, registered and unregistered designs, copyright, trade marks, know-how and all other forms of intellectual property wherever in the world enforceable;

 

1.4        "List Price" means the list of prices of the Goods maintained by the Seller as amended from time to time;

 

1.5        "Seller" means Zentosa Ltd, registered in England no. 6967366 of 76-78 Boldmere Road, Sutton Coldfield B73 5TJ.  Also identified trading as "Couture Kingdom UK".

 

 

2          GENERAL

 

2.1        These Terms and Conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions referred to, offered or relied on by the Buyer whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Buyer, unless the Buyer specifically states in writing, separately from such terms, that it wishes such terms to apply and this has been acknowledged by the Seller in writing.

 

2.2        Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Seller.

 

 

3          PRICE AND PAYMENT

 

3.1        The price shall be that in the Seller’s current List Price, or such other price as the parties may agree in writing. The price is exclusive of VAT or any other applicable costs. Carriage is to be paid by the buyer, where applicable and is stated in the list of costs.

 

3.2        Payment of the price and VAT and any other applicable costs is due immediately before shipment of the goods except where agreed otherwise in writing by the Seller.

 

3.3        The Seller shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of 3% per annum above the base rate of the Bank of England.

 

3.4        If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:

 

3.4.1     require payment in advance of delivery in relation to any Goods not previously delivered;

 

3.4.2     refuse to make delivery of any undelivered Goods whether ordered under the contract or not and without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery;

 

            3.4.3     terminate the contract.

 

 

4          MARKETPLACES

 

4.1        The online (internet-based) marketplaces and channels through which the Buyer is permitted to offer the Goods for sale are at the absolute discretion of the Seller. 

 

4.2        The Buyer will at all times have the right to offer the Goods for sale in their own physical (bricks and mortar) store(s) on the condition that this store(s) must maintain the presentational standards described in Clause 5 and that the Buyer is not in breach of the terms and conditions in this document.  The trading name, branding, identity and location of the store(s) must correspond to that disclosed to the Seller at the instigation of this agreement.

 

4.3        The Buyer will at all times have the right to offer the Goods for sale through a website(s) wholly-owned by the Buyer on the condition that this website(s)  must maintain the presentational standards described in Clause 5 and that the Buyer is not in breach of the terms and conditions in this document.  The trading name, branding and identity of the website(s) must correspond to that disclosed to the Seller at the instigation of this agreement.

 

4.4        The Buyer is prohibited from offering the goods for sale through any third-party marketplaces or auction sites including, but not limited to, eBay, Amazon, Play.com/Rakuten, Etsy, Asos Marketplace.

 

 

5          PRESENTATION OF THE GOODS

 

5.1        The Buyer must sell the Goods in the same condition as it receives them.  The Goods must not be altered or modified and the Disney by Couture Kingdom branding must not be tampered with.  Additional presentational or protective packaging is acceptable on the condition that there is no branding on such packaging that conflicts with the Disney by Couture Kingdom branding.

 

5.2        Preservation of Disney’s Goodwill: The rights and powers retained by Seller, and the limitations and obligations placed on the Buyer, are necessary to protect the Licensed Material and all Intellectual Property Rights associated therewith, including without limitation, the preservation of the goodwill and good name of the Disney Entities.  Therefore, the Buyer shall not engage in actions that would impair the legal status, or detract from or impugn the public acceptance and popularity thereof.  Without limiting the foregoing, the Buyer agrees to refrain from any action or inaction that would reduce or negatively affect the goodwill of the Disney Entities or associated with the Licensed Material.  The Buyer acknowledges and agrees that such prohibited conduct includes the production, marketing, advertising, sale or use of any Goods: (i) in any manner that is inconsistent with the family values associated with the Licensed Material or the Disney Entities; (ii) in any manner that disparages the Goods or the Disney Entities, including by engaging in the practice of “dumping” any of the Goods; and/or (iii) in any manner that does not make clear that the Licensed Material is owned or co-owned by or licensed to the Disney Entities.  In addition, Licensee agrees that it will not produce, market, advertise or sell items of Merchandise embodying or bearing any artwork or other representation that the Seller determines, in its reasonable discretion, is confusingly similar to the Licensed Material (or other proprietary material owned or co-owned by Disney or licensed to the Disney Entitles) so as to suggest association with or sponsorship by any of the Disney Entities.  In addition, the Buyer shall not use or co-mingle with the Licensed Material or the Goods, and shall use commercially reasonable efforts to keep others from using or co-mingling with the Licensed Material and the Goods, any other characters or properties (and related intellectual property), whether owned by the Buyer or a third party, in a manner that suggests association with or sponsorship by any of the Disney Entities.  As used in this Paragraph 12.3, (x) “Disney Entities” shall mean DEI, its Affiliates and/or the licensors (if any) of each and (y) “dumping” shall mean the distribution of the Goods at volume levels significantly above the Buyer's prior sales practices with respect to the Goods, and/or at price levels so far below prior sales practices with respect to the Goods as to suggest that the Goods are second rate, low quality, low value, unwanted or counterfeit products so as to disparage Disney or the Goods; provided, however, that nothing contained herein shall be deemed to restrict the Buyer's absolute discretion to sell the Goods at such legal prices as it may determine.

 

 

6          TERRITORIAL RESTRICTIONS

 

6.1        The Buyer is permitted to offer the Goods for sale and to complete sales to retail customers within the European Union.

 

6.2        The Buyer is not permitted to offer the Goods for sale nor to complete any sales to any person or organisation within Australia, New Zealand, United States of America, Japan and South Korea.

 

6.3        The Buyer is permitted to offer the Goods for sale and to complete sales to retail customers within the territories not listed in clauses 6.1 and 6.2 at the time of the signing of this agreement.  However, restrictions may be placed on this permission in the future at the absolute discretion of the Seller.

 

 

7          TERRITORIAL EXCLUSIVITY

 

7.1        The Buyer may request  that the geographical area around the vicinity of their premises becomes their exclusive territory within which there will be no other stockists of Disney by Couture Kingdom jewellery supplied by the Seller.  This will only become part of this agreement once granted in writing by the Seller.

 

7.2        The Seller reserves the right to define the exact size and boundaries of the exclusive territory. 

 

7.3        To retain exclusivity within their territory, the Buyer must place orders with the Seller that total a minimum of £1,200 net within a rolling twelve month period.  A pro-rata amount will apply for periods of less than 12 months after the Buyer's first order has been placed.

 

7.4        In all cases, the Seller reserves the right to supply national chain companies in any area.

 

 

8          DELIVERY

 

8.1        Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller.  The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.

 

8.2        The date of delivery specified by the Seller is an estimate only.  Time for delivery shall not be of the essence of the contract.

 

8.3        If the Seller is unable to deliver the Goods for reasons beyond its control, then the Seller shall be entitled to place the Goods in storage until such times as delivery may be effected and the Buyer may be liable for any expense associated with such storage.  The Buyer may also be liable for any additional costs of further attempted deliveries.

 

8.4        The Buyer shall be entitled to replacement Goods where the Goods have been damaged during transportation.  The Buyer must notify the Seller of the damage within 24 hours of delivery.

 

9          BACKORDERS

 

9.1        If the Seller is unable to to fulfil part of or an entire order from the Buyer then the unfulfilled units may be placed on backorder to be fulfilled when stock becomes available.

 

9.2        The Seller will notify the Buyer at or before the the time of dispatch of the available Goods of any unfulfilled units that have been placed on backorder.  Wherever possible, the Seller will provide an estimate of when the backordered Goods will be available for delivery.

 

9.3        The Buyer may cancel any units placed on backorder by the Seller by notifying the Seller within 7 days of the units being placed on backorder.

 

 

10         RISK

 

            Risk in the Goods shall pass to the Buyer at the moment the Goods are delivered to the Buyer's premises.  Where the Buyer chooses to collect the Goods itself, risk will pass when the Goods are entrusted to it.

 

 

11         TITLE

 

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods. Any samples provided by the Seller to ascertain the quality and suitability of the Goods remain the property of the Seller and must be returned or paid for at List Price.

 

 

12         WARRANTY

 

12.1      The Seller shall repair, or in its sole discretion, replace defective Goods free of charge within 12 months from the date of delivery, subject to the following conditions:

 

12.1.1   the Buyer notifying the Seller in writing immediately upon the defect becoming apparent;

 

12.1.2   the defect being due to the faulty design, materials or workmanship of the Seller.

 

12.1.3   the defect not being due to neglect, wear & tear or physical damage.

 

12.2      Any Goods to be repaired or replaced shall be returned to the Seller at the Seller's expense, if so requested by the Seller. If the return of Goods is arranged by the Buyer, the costs must be reasonable and authorised in advance by the Seller. The reimbursement of this expense will be in the form of a credit to the Buyer's account.

 

12.3      The Seller shall be entitled in its absolute discretion to refund the price of the defective Goods in the event that such price has already been paid.

 

12.4      The remedies contained in this Clause are without prejudice to the other Terms and Conditions herein, including, but without limitation, Clauses 12 and 13 below.

 

 

13         LIABILITY

 

13.1      No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to:

 

            13.1.1   the correspondence of the Goods with any description;

 

            13.1.2   the quality of the Goods; or

 

            13.1.3   the fitness of the Goods for any purpose whatsoever.

 

13.2      No liability of any nature shall be accepted by the Seller to the Buyer in respect of any express term of this contract where such term relates in any way to:

           

            13.2.1   the correspondence of the Goods with any description;

 

            13.2.2   the quality of the Goods; or

 

            13.2.3   the fitness of the Goods for any purpose whatsoever.

 

13.3      All implied terms, conditions or warranties as to the correspondence of the Goods to any description or the satisfactory quality of the Goods or the fitness of the Goods for any purpose whatsoever (whether made known to the Seller or not) are hereby excluded from the contract.

 

 

14         LIMITATION OF LIABILITY

 

14.1      Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the contract price.

 

 

15         INTELLECTUAL PROPERTY RIGHTS

 

15.1      All Intellectual Property Rights produced from or arising as a result of the performance of this Agreement shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.

 

15.2      In selling the Goods, the Buyer acknowledges the Seller (Couture Kingdom) as the manufacturer of the Goods and the owner of the Intellectual Property Rights in the Goods.  The Buyer does not acquire any Intellectual Property Rights in the Goods, marketing materials and Disney by Couture Kingdom branding and will not represent itself as the manufacturer or owner of any aforementioned Intellectual Property Rights.

 

 

16        FORCE MAJEURE

 

            The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

 

 

17         RELATIONSHIP OF PARTIES

 

17.1      Nothing contained in these Terms and Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Terms and Conditions shall be deemed to construe either of the parties as the agent of the other.

 

17.2      Any materials or literature supplied by the Seller containing pricing information regarding the Goods are for the Buyer's use only and must not be disclosed outside the Buyer's organisation. Additionally, any website logins (usernames and passwords) supplied by the Seller are for the Buyer's use only and must be kept secure and confidential.

 

 

 

18         ASSIGNMENT AND SUB-CONTRACTING

 

            The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred, nor the performance of any obligation sub-contracted, in either case by the Buyer, without the prior written consent of the Seller.

 

 

19         WAIVER

           

            The failure by either party to enforce at any time or for any period any one or more of the Terms and Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement.

 

 

20         SEVERABILITY

 

            If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.

 

 

21         GOVERNING LAW AND JURISDICTION

 

            This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.