TERMS AND CONDITIONS

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

“Business Day”
means any day (other than a Saturday or Sunday) on which banks are generally open in London for non-automated normal business;

“Company”
means BSP Partners Ltd trading as Wongs Jewellers;

“Catalogues”
means any sales and marketing material produced by the Company under the names of Wongs Jewellers;

“Conditions”
means the terms and conditions set out in this document;

“Confidential Information”
means any and all confidential information (whether in oral, written or electronic form) including technical or other information imparted in confidence or disclosed by one Party to the other or otherwise obtained by one Party relating to the other’s business, finance or technology, know-how, intellectual property rights, assets, strategy, products and customers, including information relating
to manufacturing or other processes, management, financial, marketing, technical and other arrangements or operations of any associate, person, firm, or organisation associated with that Party;

“Contract”
means the contract for the sale of Goods between the Company and the Customer;

“Customer”
means the person, firm or company with whom the Contract is made;

“Data”
means personal information about an individual

“Data Controller”
means the company and nominated role to control management of personal data

“Data Processor”
means the organisation who processes but not owns the personal data

“Design”
means the creation of a plan or convention for the production of the Goods;

“Fastener”
means the type of clasp used on the Goods;

“Force Majeure”
means an event or sequence of events beyond a Party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood,lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action except strikes or other industrial disputes involving the Company’s or its suppliers workforce;

“Goods”
means any Jewellery agreed in the Contract to be produced and supplied to the Customer by the Company (including any part or parts of them);

“Intellectual Property Rights”
means copyright, patents, know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:

(i) whether registered or not
(ii) including any applications to protect or register such rights
(iii) including all renewals and extensions of such rights or applications
(iv) whether vested, contingent or future
(v) to which the Company is or may be entitled, and
(vi) in whichever part of the world existing;

“Jewellery”
means the Goods that are typically made from or contain jewels and precious metal;

“Mould”
means a working sample or model of the Goods;

“Pearl Strings”
means the threading that holds pearls together to form a piece of jewellery;

“Purchase Order”
means the Customer's order for the Goods from the Company as set out in the Customer's Purchase Order form or on the Till Receipt;

“Quotation”
means a statement setting out the cost for the Goods. If more than one such statement has been issued, then the most recent version shall prevail over all previous versions;

“Repair Item”
means any piece of jewellery that is sent to the Company for repair or servicing;

“Returns”
means any Goods that are not defective in any way, but are returned to the store by the Customer for whatever reason;

“Remodelling”
means taking an original piece of Jewellery or pieces of Jewellery and making it into something new, using a Customers’ own material;

“Special Orders”
means special one off pieces of Jewellery that are commissioned by the Customer;

“Something Borrowed”
means a service provided by the Company in which the Customer borrows Goods from the Company as detailed in Condition 8;

“Till Receipt”
means a document released by the Company by way of a cash register at the moment of purchase of the Goods;

“Wongs Silver”
means silver Jewellery either bought from a supplier or made in-house by the Company;

“Pre-Owned Watches”
means pre-owned used watches bought from a supplier or Individual.

1.2. Unless the context otherwise requires:

1.2.1. Each gender includes the others

1.2.2. The singular includes the plural and vice versa

1.2.3. References to the Contract include the Conditions, the Quotation and its schedule (the Schedule, if any)

1.2.4. References to persons include individuals, unincorporated bodies, government entities,corporations and other entities.

1.2.5. Clause headings do not affect their interpretation

1.2.6. General words are not limited by example

1.2.7. References to any legislation will be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2. Acceptance and Variation of Conditions

2.1. Subject to any variation under condition 2.2 the Contract entered into by the Company is subject to these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).

2.2. No alteration, variation, amendment of or addition to these conditions shall be valid unless made in writing and signed by an authorised representative of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract.

2.3. Each order or acceptance of a Quotation for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to buy Goods subject to these conditions.

2.4. Any Quotation by the Company for the provision of Goods will be deemed to be:

2.4.1. an invitation to treat (and shall not be an offer) by the Company to produce Goods; and

2.4.2. will be valid for 30 days only from the date of issue.

2.5. A Contract will be formed upon the earlier to occur of:

2.5.1. Written acceptance by the Company of the Customer's Purchase Order or;

2.5.2. The issuing of a Till Receipt by the Company to the Customer.

3. Description

3.1. The quantity and description of the Goods shall be as set out in the Company’s quotation or acknowledgement of order.

3.2. All weights and sizes quoted in Catalogues, on our website, in quotations or acknowledgements are approximate and should be used as a guide only.

3.3. All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s Catalogues or website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract.

4. Prices

4.1. Precious metal prices are based on the prevailing metal markets at the date of invoice.

4.2. Prices quoted prior to invoice are estimates only due to the fluctuation of metal prices and variations in
the exact weight of the component.

4.3. The price for the Goods will be as set out in the Quotation or in default of such provision will be
calculated in accordance with the Company's standard scale of charges in force on the date of formation of the Contract.

4.4. All charges are subject to amendment without prior notice.

4.5. The Customer shall pay postage, packaging, carriage, and insurance for the Goods where applicable.

4.6. VAT will be charged at the prevailing rate in the UK.

4.7. The Company reserves the right to request that the Customer pay a non-refundable deposit of a minimum of 50% of the price for producing the Goods.  

5. Set Up Charges

5.1. There is a set up charge for each new product of which the design is provided by the Customer, or produced on the Customer’s behalf by the Company.

5.2. A further fee is charged for additional or replacement Moulds.

5.3. All Moulds remain the property of the Company and will be retained by the Company if it so wishes.

6. Repairs and Servicing

6.1. Condition 4.5 shall apply if the Customer delivers the Repair Item via the post.

6.2. Upon receipt of the Repair Item the Company shall video the Repair Item as proof of its condition at the time of receipt and provide an estimated price (“the Estimate”) for the repair or servicing of the Repair Item.

6.3. The Estimate shall indicate the scope of the repair or service, its price and the estimated time required to carry out the work.

6.4. Once the Customer has accepted the Estimate the Customer simultaneously consent to the Company carrying out the repairs and servicing with a reasonably appropriate level of skill and care. Such consent cannot be withdrawn once the Company has initiated the repair or service.

6.5. If, despite commercially reasonable efforts, the Company cannot complete the repair or service due to a Force Majeure event as defined in Condition 18, the completion of the repair or service will be postponed depending on the nature and scale of the event, subject to the agreement.

6.6. If, while performing the repair or service, the Company discovers that unforeseen additional operations that are not included in the Estimate have to be carried out, the Company will, as soon as reasonably practicable, send the Customer an additional or updated Estimate for approval including specifically the new operations to be carried out on the item.

6.7. If a Repair Item is received which has previously been reported as stolen, the Company reserves the right to inform the former owner and/or the relevant authorities who alone would have the authority to determine legal ownership of the item in question, unless a mutual agreement is reached between the former owner and the current owner, and to keep the item in custody until ownership is
determined.

6.8. If such difficulties are encountered during repair or service that results in the Company being unable to complete the repair or service, the Repair Item will be returned to the Customer, without charge and in so far as possible in the same condition as when the item was delivered to the Company and the Company shall have no further liability to the Customer.

6.9. Any Repair Item entrusted to the Company for repair or service is accepted only on condition that if they are not collected within six months, the Company reserves the right to deal with the uncollected goods in accordance with the provision of the Torts Interference with Goods Acts 1977.

7. Terms of Payment

7.1. Unless the Customer has an approved credit account, all orders for Goods must be paid for at the time of making the order either by:

7.1.1. Cash

7.1.2. Credit Card; in which case the Company reserves the right to charge a handling fee 

7.1.3. Debit Card

7.1.4. Bank Transfer

7.1.5. Payment via an Interest Free Credit third party financial partner.

7.2. Unless the Customer has an approved credit account, the agreed price of repairing or servicing a Repair Item must be paid in full before the Company will deliver any part of it by the methods listed at 7.1.1 to 7.1.4.

7.3. For Customers with an approved credit account, payment is due in full on the last business day of the month following the six months period after the initial invoice in which payment of the remaining invoice of the Goods is to be made (“the Due Date”). The time for payment shall be of the essence. In the event of overdue payments the Company reserves the right to claim interest and an administration charge under The Late Payment of Commercial Debts (Interest) Act 1998.

7.4. No payment shall be deemed to have been received until the Company has received cleared funds.

7.5. In addition, if payment is not made in full on the Due Date, the Company reserves the right to do any of the following:

7.5.1. Withdraw the Customer’s credit account

7.5.2. Reduce the Customer’s credit limit

7.5.3. Suspend or cancel future deliveries

7.5.4. Reduce or remove the Customer’s discount.

7.6. Without prejudice to any other remedies the Company may have in respect of unpaid debts, the Company shall have a general lien on all such Customer’s goods or property in the Company’s possession (whether worked on or not) and the Company shall be entitled, after the giving of 21 days’ notice in writing from the Due Date, to dispose of such goods or property as it thinks fit and to apply
any proceeds received towards such debts.

7.7. The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

7.8. All payments payable under the Contract shall become due immediately on its termination despite any other provision.

8. Something Borrowed

From time to time the Company may allow Customers to borrow Goods from the Company for a short term.  

9. Retention of Title

9.1. All Goods or Repair Items supplied shall be at the Customer’s risk from delivery but all Goods or Repair Item supplied by the Company shall remain the property of the Company, unless and until:

9.1.1. Payment shall have been made to the Company of all monies due to it under this Contract; and

9.1.2. Payment shall have been made to the Company under any other contract between the Customer and the Company on any account whatsoever.

9.2. Until ownership of the Goods or Repair Item has passed to the Customer, the Customer shall hold the Goods or Repair Item on a fiduciary basis as the Company’s Bailee.

9.3. The Customer shall store the Goods or Repair Item separately from all other goods and products or in such a way that they can be readily identifiable as being the property of the Company.

9.4. The Customer shall not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods or Repair Item and shall maintain the Goods or Repair Item in a satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.

9.5. Not with standing that the Goods or Repair Item (or any of them) remain the property of the Company, the Customer may sell or use the Goods or Repair Item in the ordinary course of the Customer’s business at full market value for the account of the Company. Any such sale of Goods or Repair Item shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale. Until property of the Goods or Repair Item passes from the Company, the entire proceeds of sale or otherwise of the Goods shall be held in trust for the Company and shall not be mixed with other money or paid into any overdrawn bank account, and shall be at all material times identified as the Company’s money. The Company shall be entitled to recover the price (as aforesaid) not withstanding that property and any of the Goods or Repair Item has not passed from the Company.

9.6. Until full payment has been made by the Customer, the Company may at any time recover the Goods or Repair Item, and may enter the Customer’s premises for this purpose, having given notice of intention
to repossess.

9.7. The Company may at any time revoke the Customer’s power of sale referred to above by the notice of
the Customer.

9.8. The Customer’s rights to possession of the Goods or Repair Item shall terminate immediately if;

9.8.1. the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or

9.8.2. the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other Contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer cease to
trade; or

9.8.3. the Customer encumbers or in any way charges any of the Goods or Repair Item.

9.9. On termination of the Contract howsoever caused, the Company’s (but not the Customer’s) rights contained in this Condition 9 shall remain in effect.

10. Delivery and Shortages

10.1. Any delivery times quoted in the Contract are estimates only and time for delivery shall not be made of the essence by notice.

10.2. If no delivery times are specified, delivery shall be within a reasonable time.

10.3. The Company reserves the right to deliver the Goods or Repair Item by separate instalments. Each instalment shall be invoiced and paid for in accordance with the provisions of the Contract.

10.4. The Customer must inspect the Goods or Repair Item on delivery. If any Goods or Repair Item are damaged, the wrong weight or not delivered, the Customer must let the Company know in writing within 5 working days of delivery.

10.5. Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages charges or expenses caused directly or indirectly by any delay in the delivery of the Goods or Repair Item (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.

11. Inspection, Acceptance and Rejection

11.1. The Customer may request tests to be performed or to be carried out on the Goods, at the Company's premises, unless otherwise agreed, subject to agreeing that the Company will apply additional charges, payable by the Customer, for such tests.

11.2. In the event of any delay on the part of the Customer in attending such tests after seven days’ notice that the Company is ready, the tests shall proceed in the Customer's absence and shall be deemed to have been made in the presence of the Customer.

11.3. Any inspection or testing of the Goods shall not be deemed to be acceptance of the Goods or a waiver of any of the Customer’s rights and remedies, including its right to reject.

11.4. If the Customer believes that the Goods are faulty, the Customer shall, within 5 Business Days of delivery of the Goods, notify the Company in writing in what respects the Goods are faulty.

11.5. If the Customer fails to provide the notice in Condition 11.4, then the Goods shall be conclusively presumed to be accepted and the Company will have no liability to rectify any perceived failure of the Goods, other than in accordance with the terms outlined in Condition 12.

11.6. If the Company is unable to remedy any failure of the Goods, properly notified to the Company, within a further period agreed by the Company and the Customer, then the Customer shall be entitled forthwith to reject the Goods without incurring any further liability to the Company.

12. Warranty and Guarantee

12.1. The Company warrants that the Goods or Repair Item shall;

12.1.1. be of satisfactory quality within the meaning of the Sale of Goods Act 1979 as amended; and

12.1.2. be reasonably fit for purpose.

12.2. The Company accepts no liability with regard to fitness for purpose for bespoke Goods manufactured to the Customer’s own designs and specifications.

12.3. The Company accepts no liability for defects to Goods or Repair Items arising from the casting process in the event that a Customer’s own gold has been used.

12.4. Any Customer who claims that the Goods or Repair Items are defective in materials or workmanship must:

12.4.1. Inform the Company in writing with full details as soon as possible

12.4.2. Allow the Company to investigate.

12.5. The Company will, at its exclusive discretion, replace Goods or refund the price of Goods which are found to be defective in material or workmanship (following the Company’s investigations) provided;

12.5.1. they have not been tampered with or subjected to improper treatment; and

12.5.2. the Customer has not made any further use of such Goods after giving notice of a defect.

12.6. Condition 6.8 applies to those Repair Items in Condition 12.4.

12.7. The Company offers the following specific guarantee on Goods and Repair Items:

12.7.1. Repairs and Pre-Owned Watches: 12 months;

12.7.2. Remodels: 10 years (excluding Fasteners or Pearl Strings which are subject to 12 months);

12.7.3. Special Orders: Lifetime (excluding Fasteners or Pearl Strings which are subject to 12 months);

12.7.4. Wongs Silver: 2 years (excluding Fasteners or Pearl Strings which are subject to 12 months);

14. Cancellation

14.1. The Customer may cancel the Contract in respect of all or any part of the Goods at any time upon giving written notice to the Company and upon paying to the Company the following sums as agreed liquidated cancellation charges, where relevant:

14.1.1. A sum equal to the full cost of producing the Designs and/or Moulds of the cancelled Goods if cancellation takes place after such Designs and/or Moulds have been produced.

14.1.2. A sum equal to the full cost of producing the Goods produced or Repair Item repaired or serviced and delivered prior to cancellation.

14.1.3. A sum equal to the price of purchasing all remaining stock of the Goods produced or repair Items repaired or serviced but not yet delivered to the Customer at the time of the cancellation.

14.1.4. A sum equal to 10% of any cancellation charges due for administration of the cancellation.

14.2. The Customer's notice of cancellation shall be of no effect until the Company has received the cancellation charges due under this Condition 14.

15. Copyright

15.1. It is unlawful to copy any of the Company’s styles or patterns without written permission from the Company. Copywriting or reproduction of any Goods shown in the Company Catalogues, Websites and Social Media is unlawful without proper permission.

16. Confidentiality

16.1. Each Party shall keep confidential all Confidential Information of the other Party and will only use the other’s Confidential Information as required to perform the Contract. The provisions of this clause will not apply to:

16.1.1. Any information which was in the public domain at the date of this Contract.

16.1.2. Any information which comes into the public domain subsequently other than as a
consequence of any breach of the Contract or any related agreement

16.1.3. Any information which is independently developed by the other Party without using information supplied by the first Party; or

16.1.4. Any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

16.2. This Condition 16 will remain in force for a period of two years after termination of the Contract.

17. Data Protection

17.1. The Customer owns the rights to its Data.

17.2. The Company acts as Data Controller for Data supplied by the Customer and processed and stored by the Company and the Company acts as Data Processor to process Data on behalf of third party providers who supply consented Customer Data for a given purpose.

17.3. All processing by the Company of the Data provided by the Customer shall be in accordance with the General Data Protection Regulations EU) 2016/679 (GDPR) and applicable data protection legislation in the UK.

17.4. The Company shall ensure that any data processing of Data on behalf of the Customer, in order to provide Goods or Services requested by the Customer, complies with the Company’s GDPR Data Protection Policy and the Company’s Privacy Policy located on the Company’s website.

17.5. The Customer is obligated to ensure that their Data they provide for use in the Goods or Services is accurate at the time it is provided to the Company.

18. Force Majeure

18.1. A Party will not be liable if delayed in or prevented from performing its obligations under this Contract
due to Force Majeure, provided that it promptly notifies the other of the Force Majeure event and its
expected duration, and uses reasonable endeavours to minimise the effects of that event.

18.2. If, due to Force Majeure, a Party is unable to perform a material obligation, or is delayed in or prevented from performing its obligations for a continuous period of more than 90 days, the other Party may, within a further 10 days terminate this Contract on notice, otherwise this Contract shallcontinue in full force and effect. For the avoidance of doubt, ‘Days’ under this clause shall be any day including Saturday and Sunday.

19. Termination

19.1. Either Party may, without prejudice to its other rights and remedies, by notice in writing to the other Party immediately terminate the Contract if the other:

19.1.1. Is in material or persistent breach of any of its obligations under the Contract and if that breach is capable of remedy and the other has failed to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach, or

19.1.2. Is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration,winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement
with its creditors generally or any analogous event occurs in any applicable jurisdiction.

19.2. The Customer may without prejudice to its other rights and remedies by notice in writing to the Company immediately terminate the Contract if the Company ceases or threatens to cease carrying on business in the United Kingdom, or if the Company or any of its Associates undergo a change of Control that is in the Customer’s reasonable opinion likely to have a material adverse effect on the Customer.

19.3. In the event of termination of this Contract for any reason each Party shall within 30 days return or destroy (at the other Party’s option) all the other Party's Confidential Information (as defined in clause 16 above) in its possession or under its control and all copies of such information.

20. General

20.1. Time
Unless stated otherwise, time is not of the essence of any date or period specified in these Conditions or in the Contract.

20.2. No Set-Off
All payments by the Purchaser will be made without set-off or counterclaim, free and clear of and without deduction for any tax, levy, duty, charge, or withholdings of any kind now or in the future, imposed in any jurisdiction unless a Party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.

20.3. Relationship
The Parties are independent businesses and not principal and agent, partners, or employer and employee.

20.4. Severability
If any part of these Conditions is found by a court, tribunal or other administrative body of competent jurisdiction to be unenforceable or invalid for any reason, that provision is to be severed from the Conditions and the remaining provisions of the Conditions will otherwise remain in full force.

20.5. Notices
Notices under the Contract will be in writing and sent to the persons and addresses set out in the Quotation (if for the Company) and the Purchase Order (if for the Customer). They may be given, and will be deemed received;
20.5.1. by first-class post: two Business Days after posting;
20.5.2. by airmail: seven Business Day after posting;
20.5.3. by hand: on delivery; and
20.5.4. by e-mail: on receipt of a delivery or read receipt mail from the correct address.

20.6. Waiver
No delay, act or omission by either Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

20.7. Rights of Third Parties
This Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

20.8. Priority
The terms of the Conditions prevail over those of the Purchase Order, Till Receipt or Schedule (if any).

20.9. Entire Agreement
The Contract constitutes the entire agreement between the Parties in relation to its subject matter. No other terms apply.

20.10. Succession
The Contract will bind and benefit each Party’s successors and personal representatives.

20.11. Governing Law & Jurisdiction
The Contract will be governed by the law and exclusive jurisdiction of England and Wales.