Terms & Conditions B2B (Wholesale)

In General

1. Access to and use of this Website and the products and services available through this Website (collectively, the "Services") are subject to the following terms, conditions and notices (the "Terms of Service"). By using the Services, you are agreeing to all of the Terms of Service, as may be amended by Stephen Arnold Limited (“SAL” or “we”/“us”) from time to time. You should check this page regularly to take notice of any changes we may have made to the Terms of Service.

2. Access to this Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the Website and the Services without notice. We will not be liable if for any reason this Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of this Website.

3. This Website also contains links to other websites, which are not operated by SAL (the "Linked Sites"). SAL has no control over the Linked Sites and accepts no responsibility for them or for any loss or damage that may arise from your use of them. Your use of the Linked Sites will be subject to the terms of use and service contained within each such site.

4. SAL is a wholesale business and sells on a strictly business to business basis. By agreeing to the Terms of Service, you warrant that when ordering from us your purchase is of a purely business nature.

5. Transactions between SAL and their customers are purely business transactions and as such fall outside the scope of the Consumer Protection (Distance Selling) Regulations 2000 (as amended). By agreeing to the Terms of Service you agree to this statement.

Privacy Policy

1. Our privacy policy, which sets out how we will use your information, can be found at Privacy Policy. By using this Website, you consent to the processing described therein and warrant that all data provided by you is accurate.

Prohibitions

1. You must not misuse this Website. You will not: commit or encourage a criminal offence; transmit or distribute a virus, trojan, worm, logic bomb or post any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene; hack into any aspect of the Service; corrupt data; cause annoyance to other users; infringe upon the rights of any other person's proprietary rights; send any unsolicited advertising or promotional material, commonly referred to as "spam"; or attempt to affect the performance or functionality of any computer facilities of or accessed through this Website. Breaching this provision would constitute a criminal offence under the Computer Misuse Act 1990. SAL will report any such breach to the relevant law enforcement authorities and disclose your identity to them.

2. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this Website or to your downloading of any material posted on it, or on any website linked to it.

Intellectual Property, Software and Content

1. The intellectual property rights in all software and content made available to you on or through this Website remains the property of SAL or its licensors and are protected by copyright laws and treaties around the world. All such rights are reserved by SAL and its licensors. You may store, print and display the content supplied solely for your own personal use. You are not permitted to publish, manipulate, distribute or otherwise reproduce, in any format, any of the content or copies of the content supplied to you or which appears on this Website nor may you use any such content in connection with any business or commercial enterprise.

2. You shall not modify, translate, reverse engineer, decompile, disassemble or create derivative works based on any software or accompanying documentation supplied by SAL or its licensors.

Terms of Sale

1. By placing an order you are offering to purchase a product on and subject to the Terms of Service. All orders are subject to availability and confirmation of the order price. No other terms and conditions will apply to the agreement between you and SAL unless agreed to in writing signed by a Director of SAL.

2. Dispatch times may vary according to availability and any indication made as to delivery times are limited to mainland UK and subject to any delays resulting from postal delays or force majeure for which we will not be responsible. Please see our Delivery Charges notice for further information.

3. Delivery dates are subject to availability. The delivery date begins with the date of the order acknowledgement. SAL shall not be liable for its failure to meet delivery dates. Delivery dates are non-binding indications only and subject to availability. Partial delivery is permitted and may be invoiced.

4. Risk in the products passes to you upon delivery but you must advise SAL in writing in cases of non-delivery within 14 days of advised delivery date.

5. SAL will not be liable for any failure in the performance of any of its obligations  caused by factors outside its reasonable control. If such circumstances continue for a continuous period of more than [six months], either party may terminate this agreement by written notice to the other party.

6. In order to contract with SAL you must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. SAL retains the right to refuse any request made by you. If your order is accepted we will inform you by email and we will confirm the identity of the party which you have contracted with. This will usually be SAL or may in some cases be a third party. Where a contract is made with a third party SAL is not acting as either agent or principal and the contract is made between yourself and that third party and will be subject to the terms of sale which they supply you. When placing an order you undertake that all details you provide to us are true and accurate, that you are an authorised user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods. The cost of foreign products and services may fluctuate. All prices advertised are subject to such changes.

Variations

1. Quantities for all packaged items containing more than 10 pieces described on this website may vary by either plus or minus 10%.

2. There may be insignificant deviations from the product specifications in any item delivered.

Back Orders

1. Back orders will from time to time occur when items are out of stock. SAL reserves the right to deliver back order items when they are available. In the event that there are several items on back order with differing delivery dates, SAL reserves the right to collate these items and deliver them together.

2. You may cancel back order items provided they have not been already dispatched to us (excepting Special Order items).

3. You will be advised of back ordered items when your order is dispatched. Delivery dates for back orders can be requested either by e-mail or by telephoning our office.

Special Production Items

1. Once you have confirmed your order for a special production item your order cannot be cancelled, returned or exchanged.

2. Alterations to your order once confirmed are not possible.

3. An estimated delivery date for your order will be provided to you approximately 1 week after the confirmation date of your order.

4. This delivery date may be delayed or advanced by our supplier without notification.

5. Production quantity may vary by plus or minus 10%, for which you will be charged accordingly.

Our Contract

1. When you place an order, you will receive an acknowledgement e-mail confirming receipt of your order: this email will only be an acknowledgement and will not constitute acceptance of your order. A contract between us will not be formed until we send you confirmation by e-mail that the products which you ordered have been dispatched to you. Only those products listed in the confirmation e-mail sent at the time of dispatch will be included in the contract formed.

2. In the case of special production items, the contract between us will be formed upon receipt of our acknowledgement email.

3. You agree that the provisions of Regulations 9 and 11 of the Electronic Commerce (EC Directive) Regulations 2002 will not apply to any order.

Pricing and Availability

1. Whilst we try and ensure that all details, descriptions and prices which appear on this Website are accurate, errors may occur. If we discover an error in the price of any goods which you have ordered we will inform you of this as soon as possible and give you the option of reconfirming your order at the correct price or cancelling it. If we are unable to contact you we will treat the order as cancelled. If you cancel and you have already paid for the goods, you will receive a 50% refund.

2. All prices are exclusive of VAT. Delivery costs will be charged in addition; such additional charges are clearly displayed where applicable and included in the 'Total Cost'.

3. SAL offers the Stephen Arnold Limited Price Promise but this will not have contractual force and does not form part of the Terms of Service.

Payment

1. Upon receiving your order we carry out a standard pre-authorisation check on your payment card to ensure there are sufficient funds to fulfil the transaction. Goods will not be dispatched until this pre-authorisation check has been completed. Your card will be debited once the order has been received.

Discount Codes

1. Account discount codes - Discount codes may from time to time be offered to account holders; such codes may only be applied to purchases made through the account in respect of which the discount code was offered and registered.

2. Promotional discount codes - We may from time to time offer promotional discount codes which may apply in respect of any, or certain specified, purchases made though this Website.

Disclaimer of Liability

1. The material displayed on this Website is provided without any guarantees, conditions or warranties as to its accuracy. Unless expressly stated to the contrary to the fullest extent permitted by law SAL and its suppliers, content providers and advertisers hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and shall not be liable for any damages whatsoever, including but without limitation to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, damage to goodwill or reputation, or the cost of procurement of substitute goods and services, arising out of or related to the use, inability to use, performance or failures of this Website or the Linked Sites and any materials posted thereon, irrespective of whether such damages were foreseeable or arise in contract, tort, equity, restitution, by statute, at common law or otherwise. This does not affect SAL’s liability for death or personal injury arising from its negligence, nor for fraudulent misrepresentation, misrepresentation as to a fundamental matter or any other liability which cannot be excluded or limited under applicable law.

Linking to this Website

1. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

2. You must not establish a link from any website that is not owned by you.

3. This Website must not be framed on any other site, nor may you create a link to any part of this Website other than the home page. We reserve the right to withdraw linking permission without notice.

Indemnity

1. You agree to indemnify, defend and hold harmless SAL, its directors, officers, employees, consultants, agents, and affiliates, from any and all third party claims, liability, damages and/or costs (including, but not limited to, legal fees) arising from your use this Website or your breach of the Terms of Service.

Invalidity

1. If any part of the Terms of Service is unenforceable (including any provision in which we exclude our liability to you) the enforceability of any other part of the Terms of Service will not be affected. So far as possible where any clause/sub-clause or part of a clause/sub-clause can be severed to render the remaining part valid, the clause shall be interpreted accordingly.

Limited Warranty and Liability

1. SAL warrants that products purchased from SAL will be free from defects in materials and workmanship for 6 months from delivery.

2. Insignificant deviations from the product specifications are excluded from this warranty. SAL’s warranty shall not apply to any products which have been in SAL’s opinion subject to normal wear and tear, abuse, modifications, attempted repair, negligence, misuse or accident. Parts subject to wear, such as batteries, bulbs etc., are also excluded from warranty. Unauthorised modification or misuse, non-compliance with instructions or information provided, or any use outside environmental specifications discharges SAL from any liability under this warranty. This warranty applies to third party supplied products only to the extent and insofar as the supplier makes and honours a warranty to SAL. This warranty extends only to you as the first buyer from SAL and such buyer may not transfer the warranty, or make any warranty on behalf of SAL to any subsequent purchasers.

3. You must thoroughly examine all deliveries without delay.

4. Any claim under this warranty must be made in written form sent by registered mail within 14 days after receipt of the defective merchandise, including a detailed description of the defect. If you fail to do this you will be deemed to have examined and approved the products delivered and to waive any claim under this warranty.

5. Your  only remedy for breach of this warranty is that SAL will – at its sole discretion – repair, or replace any products which are acknowledged by SAL to be defective with non-defective goods or SAL will allow a reasonable price reduction. You may return the products only upon SAL’s prior approval and in accordance with our explicit instructions.

6. THE ABOVE WARRANTY IS THE ONLY WARRANTY GIVEN BY SAL REGARDING QUALITY AND FITNESS FOR PURPOSE AND SAL GIVES NO OTHER WARRANTY REGARDING QUALITY AND FITNESS FOR PURPOSE WHETHER EXPRESS OR IMPLIED.

7. THE LIABILITY OF SAL FOR BREACH OF THE ABOVE WARRANTY AND FOR ANY OTHER OF THE TERMS OF SERVICE IS LIMITED TO COMPENSATION FOR DIRECT DAMAGE WITH RESPECT TO THE PRODUCTS THEMSELVES, AND WILL IN NO EVENT EXCEED THE AMOUNT PAID TO SAL FOR THE RELEVANT PRODUCTS. SAL WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES, HOWEVER ARISING AND IRRESPECTIVE OF WHETHER SAL HAD KNOWLEDGE OF THE POSSIBILITY THEREOF, EXCEPT IN THE CASE OF FRAUD OR WILFUL NEGLECT OF SAL AND OF DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

Product liability  

1. SAL crystals are intended for use in the fields of fashion, jewellery, accessories, and textile and lighting products. Due to their physical properties, SAL crystals are unsuitable for other uses (e.g. gluing on teeth, using crystals on or near mucous membranes and other unsafe uses). You as the first buyer of these products agree to indemnify SAL from any and all third party claims based on product liability or otherwise relating to uses of SAL crystals products purchased by Client, and to waive any similar claims you may have against SAL.

2. Any oral, written or test-based advice that SAL provides regarding techniques for application of Swarovski or other products are recommendations based on SAL’s current knowledge and the information provided by its suppliers. Such advice does not discharge you from carrying out your own tests of techniques you propose to use and their suitability for the intended application. The application, use and processing of these techniques and products are solely your responsibility.

Industrial Protection Rights

1. You are entitled to utilise the trademarks which are affixed to the products and their packaging by SAL for the purpose of identification of the unchanged or originally packed products. Any further utilisation (e.g. the utilisation of the trademarks, names, logos or other industrial protection rights of SAL together with trademarks, names or other industrial protection rights whether your own or those of third parties  for the purposes of identification of your products or third parties’ products) is prohibited. The utilisation of SAL’s industrial protection rights in publication, irrespective of the medium, is only permitted after the prior written consent by SAL. Upon utilisation of trademarks, the registration thereof should be identified, by way of the ® symbol.

Returns Policy

1. Products will only be accepted for return for reasons other than defect if they are in their original unopened packages. You are responsible for checking that the delivered products are as ordered. SAL will not under any circumstances accept opened packages for return even if the goods delivered are not as ordered.

2. A handling fee of 50% is levied on all returns excepting where it can be proved that SAL has made an order error.

3. All returns of goods must be agreed with SAL’s office, once agreed SAL will issue a returns number. Returned goods arriving at our office without a returns number will be re-despatched to you at your expense.

4. Goods can only be returned within two weeks of receipt.

5. The refunding of the cost of return carriage is entirely at the discretion of SAL and our decision will be final.

6. This returns policy does not apply to special production items.

Complaints

1. We operate a complaints handling procedure which we will use to try to resolve disputes when they first arise, please let us know if you have any complaints or comments.

Waiver

1. If you breach the Terms of Service and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach the Terms of Service. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by a Director of SAL.

Third Party Rights

1. Pursuant to s 1(2)(a) of the Contracts (Rights of Third Parties) Act 1999 the parties intend that no term of this agreement may be enforced by any person who is not a party to this agreement .

Notices

1. Any notice given under the Terms of Service must be in writing and may be given:

a. personally;

b. by registered or recorded delivery mail;

c .by email or facsimile transmission;

d. by any other means which any party specifies by notice to the others as a means by which he is willing to accept service.

2. SAL’s address for the service of notice is the address given on the acknowledgment of order. Your address is the address given on your order or failing that your last address known by us. We and you may give the other written notice of address from time to time.

3. A notice is deemed to have been given:

a. if it was given in person, at the time of delivery;

b. if it was sent by post, 48 hours after it was posted; and

c. if it was sent by email or facsimile transmission, upon transmission except if transmission is made on a Saturday, Sunday or Bank Holiday when it will be deemed to be given at 09.00 on the first working day after the time of transmission unless the parties sending and receiving the notice agree an earlier time of service.

Governing Law and Jurisdiction

1. The Terms of Service are governed by and must be interpreted in accordance with the laws of England and any dispute or claim associated with the Terms of Service shall be subject to the exclusive jurisdiction of the English courts.

Entire Agreement

1. The Terms of Service constitute the entire agreement of the parties and supersede any and all preceding and contemporaneous agreements between you and SAL. You acknowledge that you rely upon no representations as an inducement to enter into an agreement with SAL other than a representation acknowledged and signed by a Director of SAL.

Retention of Title.

All goods supplied remain the property of the vendor until paid for in full.

Settlement of Accounts.

By signing up to our website you agree to give us continuous authority to collect payment from your credit/debit card for any goods supplied on account or mistakenly supplied prior to payment being received.