General terms and conditions for sale of goods

Last updated: 9.3.2018

Please carefully read these terms and conditions before con rming your purchase order from Sargossa Ltd (“Sargossa”) Sargossa reserves the rights to alter or modify these terms and conditions from time to time. Users (“The Buyer”) is responsible for keeping themselves updated with eventual changes. The date of this update can be found in the nal section of the terms and conditions. If at any time, you, as the User (“The Buyer”) do not agree to these terms and conditions, please do not use the Wholesale platform and do not place any new orders with Sargossa Ltd.

1. Introduction

1.1  Sargossa General Terms and Conditions (shall apply to all orders, as de ned below, and shall supersede any previous terms or conditions , contained or referred to in an order form or other documents or correspondence from the Buyer . By placing an order you (the “Buyer”) agree to these General Terms and Conditions and enter into a legally binding agreement with Sargossa ("Agreement "). Sargossa will not be bound by any additions , alterations or substitutions of Sargossa General Terms and Conditions or form part of an order unless they are expressly accepted in writing by a person authorized to sign on Sargossa ́s behalf.

1.2  Definitions

1.2.1 A “business day” means any day other than a Saturday, Sunday or bank holiday.

1.2.2 The headings in these Terms and Conditions are for convenience only and will not a ect their interpretation.

1.2.3 Words imparting the singular number include the plural and vice-versa.

1.3  No order taken by Sargossa’s representatives, salesmen, agents or any person acting for or on behalf of Sargossa will bind Sargossa unless placed on Sargossa ́s o cial order form and subject to Sargossa General Terms and Conditions. Sargossa may refuse any order taken without being obligated to give any reason whatsoever.

1.4  Sargossa has the right to require:

1.4.1 The Buyer to pay a deposit of up to 100 % of the wholesale value of the order before acceptance of any order or before delivery; and

1.4.2 The Buyer to provide satisfactory credit references.

1.5  Each order which is accepted as such by Sargossa shall constitute an individual legally binding Agreement between Sargossa and the Buyer and such Agreement is herea er referred to in Sargossa Terms and Conditions as an ("Order").

1.6  A er receiving an Order, Sargossa will send an Order con rmation (“Order Con rmation”) to the e-mail address provided in the Order. Deviations in the Order Con rmation from the original signed Order should be reported in writing to Sargossa within 7 days a er receipt; otherwise the Order Con rmation is nal and considered approved by the Buyer, and the order is fully binding.

1.7  An Order is a legally binding Agreement and , unless agreed in writing within 7 days, it cannot be cancelled by the Buyer (even partly) a er the sales deadline of 7 days. In the event the Buyer refuses to take delivery of an Order or Sargossa cancels the order. Sargossa has the rights to charge a cancellation/refusal fee of 80% of the original orders wholesale value.

1.8  Sargossa may at any time cancel an Order for any of the following reasons: 1.8.1 The Buyer owes Sargossa money in respect of previous Orders;

1.8.2 The shortage of raw material; 1.8.3 Manufacturing defects;

1.8.4 Any failure by a supplier of Sargossa to supply Sargossa; or

1.8.5 Any breach by the Buyer of Sargossa General Terms and Conditions or any other genuine reason whatsoever advised in writing by Sargossa.

1.9  Any description or speci cation contained in Sargossa catalogues, samples, price lists or other advertising provided to the Buyer is intended merely to present a general picture of Sargossa ́s products and will not form a representation, warranty or be part of the Order or any other Agreement.

2. The buyers point of sales

2.1 The store shall be in line with the Sargossa DNA such as a shoe shop and/or a multi-brand store and the environment, the brand names, and product categories presented in the store must at all times be consistent with the image of Sargossa.

2.2 The Buyer is not permi ed to sell any Sargossa products in any other store or point of sale than the one speci cally stated in the Order and the Order Con rmation.

2.3 Buyers who wish to market, promote, distribute or sell Sargossa products on or from a website or over the Internet (“Internet Marketing”) shall submit a request including detailed information on which Internet Marketing channels to be used in writing to Sargossa. Only Buyers who receive wri en approval from Sargossa will be permi ed to sell Sargossa products on the Internet. Sargossa will only consider websites which adhere to the following quality standards:

2.3.1 The website(s) the Buyer uses for Internet Marketing (“Designated Site”) shall be a multi-brand site and the environment created by the Designated Site and the brand-names and product categories presented at the Designated Site must at all times be consistent with the image of Sargossa brand-name;

2.3.2 Internet selling of Sargossa ́s product(s) shall not be started before the product(s) have been delivered to the Buyer. Pre-orders are not allowed;

2.3.3 Sales through auction websites and general websites allowing sales and trading of goods is not permi ed, and it’s not permi ed for any store to sell the products on any third-party website and

2.3.4 The Designated Site shall have a link to the o cial Sargossa website – and o cial Sargossa material shall be used.

2.3.5 If Sargossa feels the Buyer harms or are causing any issues and/or damage to the brand Sargossa reserves the rights to obtain nancial recovery from the buy-er, to recover itself as a brand again. The nancial recovery sum will be set by Sargossa or a third party representing Sargossa.

3. Delivery and risk

3.1 It is stated on the Order if the price quoted is inclusive or exclusive of the cost of delivery to the address speci ed in the Order.

3.2 Risk of the goods is passed to the Buyer upon delivery to the company address outlined on the order and or order confiramtion. It is up to the Buyer to let Sargossa know within 24hrs after receival og the goods delivered if there have been any damages to the products durring transportation. If this is not passed to Sargossa within 24hrs it is up to the Buyer to take a future dialouge with the shipping agency . Sargossa will not be able to assit after the 24hrs of recival to the Buyer.

3.3 Sargossa has the right to part-ship Orders.

3.4 Sargossa has the right to suspend deliveries under this and/or any other Agreement it may have with the Buyer if the Buyer has failed to make payment on the due date for any past goods delivered or where the Buyer’ s credit limit , as speci ed by Sargossa from time to time , is exceeded . Should the Buyer ’s nancial condition become unsatisfactory to Sargossa , Sargossa may require pre-payments or satisfactory securities for delivery of goods . Sargossa will charge a weekly storage fee of GBP GBP 169.00 if the Buyer haven’t paid and/or cleared the account, once the payment is solve sargossa can send an order equal to the orignal order, but can not promise to send an order identical to the original order placed by the Buyer.

3.5 If Sargossa is unable to deliver the goods or if Sargossa fails to meet the delivery date, Sargossa shall not be liable for any loss or damage, irrespective of kind, arising out of or in connection with the default in delivery or the late delivery respectively. A delayed delivery is seen as out of Sargossa’s control and do not give the Buyer the rights to modify or cancel an order placed.

4. Complaints regarding delivery

4.1 All complaints/remarks regarding delivery, quality, quantity, price, invoice, claims of defects including those related to shortages, or speci cation, must be made in writing within 5 working days a er the receipt of the goods to the provided delivery address. Sargossa cannot be responsible when shipments are directed to a third party. It is the responsibility of the Buyer to inspect upon receipt that all goods de-livered matches its Order , if anything are wrong it it up to the Buyer to contact Sargossa within 5 days after receiving the goods.

4.2 Altered products are not returnable. All returns must be accompanied by a return sheet. Returns will only be authorized for defective merchandise. All returns must be sent prepaid at customer’s expense unless prior agreements have been made. The Buyer must contact for a return authorization and return address. Unauthorized returns or rejected shipments will not be credited to the Buyers account and will not be refunded, in addition any shipping expenses or duties incurred by Sargossa as the result of an unauthorized return or rejected shipment will be billed to the Buyer.

4.3 If Sargossa issues a return it is understood that this is an authorization for the product(s) to be returned for inspection by Sargossa to determine material defect only and does not constitute an acknowledgment of defect by Sargossa. In the event that Sargossa determines a product to be defective, a repair will be carried out or a replacement will be send to the Buyer only in the case that Sargossa is unable to repair or replace the same style and size a credit will be issued to the Buyers’ account that may be used toward future purchases. If the product is determined not to be defective it will be returned to the Buyer and Sargossa will charge for the in and outbound freight cost insured. Sargossa cannot issue a return authorization when a Buyers ’ account is past due ,in default or the specific product was delivered more than 12 months ago to the Buyer.

4.4 In relation to clause 4.3, Sargossa reserves the rights to repair a pair of shoes up to 3 times before it’s qualify for a replacement or credit note. General wear and tear are not seen as a manufacturing fault and Sargossa is not liable for anything caused by wear and tear this incl. any shoes there may have been damaged due to trial on the shop floor, these do not qualitfy for a claim either.

4.5 If a heel tip is worn down, twisted or broken or an outher sole is worn down it is not seen as a manufactory fault and is not liable for a refund or replacement and the same goes for a shoes design, shape, size and fit, sargossa is working with their own design, shape, fit and size scales and guidelines, therefor no claims made on design, fit or sizing is qualified as a claim. If Sargossa will agree upon a swap of products, the returned shoes most be in exactly same condition as when delivered. Any shoes returned in a di erent state then when delivered, will be refused and the Buyer has 7 working days to arrange collection.

4.6 Sargossa reserve the rights to charge a handling fee of £15.00 per pair returned if there is the need for repack the shoes and a handling fee of £15.00 will be charged for removing any price stickers le on the shoe boxes and/or shoes upon return . If the stickers leave a mark on the shoes or the packing Sargossa will not accept the shoes and a credit will not be issued. The Buyer will be noti ed in either way and for anything returned there haven’t been accepted the Buyer have 7 days to collect the goods.

5. The price

5.1 Any price quoted by Sargossa in the Order or Agreement is based upon the rate of exchange and other circumstances (including those outside the control of Sargossa ) prevailing on the day the Order or Agreement was placed by the Buyer and accepted by Sargossa . In the event of big uctuations in the exchange rate Sargossa reserves the right to increase its sales price of up to 3%. In such circumstances , Sargossa will inform the Buyer of any proposed increases who may be given the option to cancel or to amend quantities ordered.

5.2 All prices are exclusive of sales tax, which will be charged at the rate and in the manner prescribed by applicable laws unless a valid certi cate of resale is provided to Sargossa.

6. Payments

6.1  The terms of payment are stated in the Order Con rmation.

6.2  The Buyer is liable to pay all bank charges.

6.3  It is understood that should the Buyer become delinquent in payment, no further credit will be extended and Sargossa will charge the Buyer a past due service charge at the rate of 8 % per month and GBP 65.00 per payment reminder send out.

6.4 In case of late payment, Sargossa works closely with lawyers and dept. collection agencies acting on their behalf, and any payments passing the payments terms due date can at any time be passed to dept. collection without future notice. Any work carried out by any third party to obtain payment will be charged in full towards the Buyer.

6.5 Sargossa can not offer payment plans.

6.6 Sargossa will send out a maximum of 3 payment reminders to the relevant email address provieded . It is not seen as an excuse if the Buyer have not seen these reminders as it is the Buyers responsibility to act within the payment terms offered hence Sargossa charge GBP 65.00 for the service of sending reminders to the Buyer

7. Ownership of goods

7.1 The ownership of the goods shall not pass to the Buyer until:

7.1.1  The purchase price of the goods has been paid in full; or

7.1.2  Payment has been made to Sargossa of any sum which is stated in the Order Confirmation or may therea er become due or owed by the Buyer to Sargossa.

8. Force majeure

8.1  Sargossa shall not be under any liability for any failure to perform any of its obligations under the Order due to Force Majeure (as defined below). Following notification by Sargossa to the Buyer of such cause. Sargossa shall be allowed a reasonable extension of time for the performance of its obligations.

8.2  For the purposes of this condition, “Force Majeure” means fire, explosion, flood, lightning, act of terrorism, war, sabotage or strike or similar labour dispute, or any other events or circumstances outside the reasonable control of Sargossa.

9. Sargossa's intellectual property rights

9.1 The Buyer specifically warrants that it shall not itself or through other commit infringement of Sargossa’s Intellectual Property Rights, such as but not limited to registered and unregistered copyrights, domain names, patents, trademarks, de- signs or similar rights, whether or not identical or confusingly similar.

10. Confidentiality

10.1  Both Sargossa and the Buyer shall keep information confidential and shall not, without the consent in writing of the other, disclose to any third party any technical, nancial, commercial or other information which it has acquired from the other as a result of discussions, negotiations or other communications between them relating to any Order or the business relationship in general.

10.2  The con dentiality conditions shall continue for 2 years from the date of the Order and shall apply even if the Order is cancelled.

11. Jurisdiction

11.1 Any transactions between the Buyer and Sargossa are governed by the laws of England and Wales, and the Buyer and any Guarantor hereby consent to the jurisdiction of the District Court of London, England as the rst instance, for any claims or controversies arising in the sale of products by Sargossa to the Buyer. Sargossa also reserves the right to sue the Buyer or its Guarantor in its domicile.

12. Exclusion of implied warranties

12.1 The Buyer recognizes that implied warranties of merchantability and fitness for particular purpose and all other warranties implied are excluded from any transaction between the Buyer and Sargossa and shall not apply to the goods sold by Sargossa. Sargossa shall also not be liable for any consequential damages.