TERMS & CONDITIONS

LEGAL NOTICE: Upon placing one or more orders on the B2B web-site you must (by clicking the ‘place’ button) agree to accept the Terms & Conditions listed below.

CONDITIONS OF USE:

These terms apply to our B2B wholesale website supplying goods and services to trade customers only. We reserve the right to refuse access to the site or supply of goods to users who we believe not to be legitimate trade customers.

The website is not for retailers and from the B2B website we do not supply goods directly to the public. Our prices are based on minimum orders except where stated otherwise.

The entire contents of the Brandboom site accessed by the link provided to you are copyright with all rights reserved and remain property of the rights holder. 

In the event of a dispute arising from the use or contents of the Brandboom site we, Oliver Cabell, Inc. and you the user, agree to exclusively accept the jurisdiction of the courts of Minnesota, United States of America.

Information supplied on our web pages and our short version of the terms and conditions are for guidance only and do not in any part form a contract and may be subject to change without notice. 

TERMS OF TRADING:

1. DEFINITIONS AND INTERPRETATION

1.1 ‘Contract’ or ‘Order’ means any contract for the sale of goods and/or the supply of services between you and us into which these Conditions are incorporated.

1.2 ‘Conditions’ means the standard terms and conditions of sale set out herein, including any special terms and conditions agreed in writing by us and attached hereto.

1.3 ‘Goods’ means the goods and/or services which we shall supply in accordance with these Conditions.

1.4 ‘We’ means Oliver Cabell, Inc. (DBA Oliver Cabell) and “us” and “our” shall be construed accordingly. ‘You’ means the customer and “your” shall be construed accordingly.

1.5 “Website” means the Brandboom hosted B2B site to which we have provided a link.

2. BASIS OF SALE

2.1 These Conditions shall apply to all Contracts for the sale of Goods by us to you through our Website to the exclusion of all other terms and conditions including any terms or conditions which you may purport to apply under any purchase order, and no variation of these Conditions shall be binding unless agreed in writing by us and attached hereto. These Conditions set out the entire agreement to the exclusion of all other terms and conditions. 

2.2 Our employees or agents are not authorized to make any representations concerning the Goods unless confirmed by us in writing. In entering into a Contract you acknowledge that you do not rely on any such representations, which are not so confirmed.

2.3 All specifications, drawings and particulars of prices, weights, dimensions and performance issued by us are approximate only and are not intended to form the basis of any Contract. 

3. ORDERS AND SPECIFICATIONS

3.1 No order submitted by you shall be deemed to have been accepted by us unless and until confirmed by us. All orders are subject to availability and on a first-come first-served basis. Goods cannot be reserved, and we reserve the right to refuse to accept an order fully or partially.

4. RE-ORDERS

4.1 Re-orders are subject to the general terms and conditions of placing orders and are subject to availability.

GENERAL TERMS OF TRADING

5. PRICE:

5.1 Our quotations lapse after 30 days (unless otherwise stated). All prices and price information were correct at the time of publishing, and are subject to change without notice. The quoted prices are for online purchases only, and may not be the same as in our printed literature and sales ranges. 

5.2 Unless otherwise stated, the price quoted is an illustrative estimate only and the price charged will be our price current at the time of delivery. 

5.3 Except as otherwise agreed in writing by us, all prices are given by us on an ex works basis, and where we agree to deliver the Goods otherwise than at our premises, you will be liable to pay our charges for transport, packaging and insurance. 

5.4 Rates of tax and duties on the goods will be those applying at the time of delivery. 

5.5 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods. You will be asked to re-confirm your order at the new price. 

5.6 We reserve the right to alter the specification of products as necessary and offer an equivalent or better product in the event of stock anomalies.

6. DELIVERY

The title to the goods does not pass from Oliver Cabell, Inc. until full cleared settlement of all outstanding payments. Any shortages, discrepancies or non-delivery of the approved order must be reported to Oliver Cabell, Inc. in writing within 7 working days from delivery. 

Delivery terms: EXWORKS (USA), Devens, Massachusetts; or EXWORKS (ITA), Marche, Italy. 

Shipping costs and any import duties, taxes or expenses related to customs clearing is to be paid by the customer. Oliver Cabell, Inc. will not pay for or reimburse any additional costs that may arise during import clearance. Any return shipment costs, charged by the forwarder in relation to the rejection of paying import duties or other taxes, must be paid by the customer.

Customers are free to use their own forwarder, but this must be clearly communicated to a member of the Oliver Cabell sales team and is subject to confirmation and agreement by both parties.

Oliver Cabell, Inc. reserves the right to make partial deliveries. 

6.1 All delivery times quoted are estimates only. 

6.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the order, however:

6.2.1 you may not cancel if we receive your notice after the goods have been dispatched; and 

6.2.2 If you cancel the contract, you can have no further claim against us under that contract.

6.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods). 

6.4 We may deliver the goods in installments. Each installment is treated as a separate order.

6.5 We may decline to deliver if:

6.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or 

6.5.2 the premises (or the access to them) are unsuitable for a courier; or

6.5.3 if the customer has gone into financial administration.

7. RISK

7.1 The goods are at your risk from the time of delivery. 

7.2 Delivery takes place at our premises (if you are collecting them or arranging carriage). 

7.3 You must inspect the goods upon delivery. If any goods are damaged or not delivered, you must write to tell us within seven days of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to inspect the damaged goods. 

8. PAYMENT TERMS

MINIMUM ORDERS REQUIREMENTS:

Orders below $3,000 are not accepted.

PAYMENT TERMS:

Any outstanding debt must be cleared and payment due dates must be honored prior to goods being released. Re-orders will ship as soon as proof of payment is produced to Oliver Cabell Customer Service. 

Payment terms are subject to credit approval by the Oliver Cabell finance department. Each order is subject to terms listed on the order confirmation. 100% pre-payment terms apply on negative approval by the Oliver Cabell finance department.

If payment terms are not met according to the above conditions, Oliver Cabell, Inc. reserves the right to cancel the order and a cancellation fee of 30% will apply. 

8.1 You are to pay us in accordance with our terms as printed in our order confirmation in credit, or in electronically cleared funds, and always prior to delivery. 

8.2 If you fail to pay us in full on the due dates stated by us we may: 

8.2.1 suspend or cancel future deliveries; 

8.2.2 cancel any discount offered to you; 

8.2.3 charge a cancellation fee of 30% of the full order;

8.2.4 charge you interest at a rate of 2% per month; calculated (on a daily basis) from the date of our invoice until payment; 

1. compounded on the first day of each month; and 
2. before and after any judgment (unless a court orders otherwise);

8.2.5 claim fixed sum compensation from you to cover our credit control overhead costs; and 

8.2.6 recover (under clause 9.7) the cost of taking legal action to make you pay.

8.3 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice. 

8.4 You do not have the right to set off any money you may claim from us against anything you may owe us.

8.5 While you owe money to us, we have a lien on any of your property in our possession. 

8.6 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these terms.

9. TITLE

9.1 Until you pay all debts you owe us:

9.1.1 all goods supplied by us remain our property; 

9.1.2 you must store them so that they are clearly identifiable as our property; 

9.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy in trust for us; 

9.1.4 you may use those goods and sell them in the ordinary course of your business, but not if;

we revoke that right (by informing you in writing); or you become insolvent.

9.2 You must inform us (in writing) immediately if you become insolvent. 

9.3 If your right to use and sell the goods ends you must allow us to remove the goods. 

9.4 We have your permission to enter any premises where the goods may be stored;

9.4.1 at any time, to inspect them; and 

9.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.

9.5 Despite our retention of title to the goods, we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date. 

9.6 You are not our agent. You have no authority to make any contract on our behalf or in our name. 

10. WARRANTIES

10.1 We warrant that the goods.

10.1.1 comply with their description on our order confirmation form; and 

10.1.2 are free from material defect at the time of delivery (as long as you comply with clause 11.3).

10.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose. 

10.3 If you believe that we have delivered goods that are defective in materials or workmanship, you must:

10.3.1 inform us (in writing) with full details, as soon as possible; and 

10.3.2 allow us to investigate by you returning such samples to our head office. 3340 Annapolis Ln N, Suite B, Plymouth, MN 55447, USA (or we may need access to your premises and product samples).

10.4 We do not accept any return of samples once they have been worn, used or processed in any way including packaging and labels which constitutes part of the goods.

10.5 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 11.3) in full, we will (at our option) repair the goods, replace the goods or refund the price. 

10.6 We are not liable for any other loss or damage arising from the contract or the supply of goods or their use, even if we are negligent, including (as examples only); 

11.6.1 direct financial loss, loss of profits or loss of use; and 

11.6.2 indirect or consequential loss 

10.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to USD 1,000.00. 

10.8 For all other liabilities not referred to elsewhere in these terms our liability is limited in damages to the price of the goods. 

10.9 Nothing in these terms restricts or limits our liability for death or personal injury resulting from negligence. 

11. RETURN OF GOODS

11.1 We will accept the return of goods from you only:

11.1.1 by prior arrangement (confirmed in writing); 

11.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and 

11.1.3 where the goods are as fit for sale on their return as they were on delivery including undamaged hang-tags and packaging. 

12. EXPORT TERMS

12.1 Clause 12 of these terms applies (except to the extent that it is inconsistent with any written agreement between us) where we supply the goods over an international border or overseas. 

12.2 The 'Inco terms' of the International Chamber of Commerce, which are in force at the time when the contract is made, apply to exports, but these terms prevail to the extent that there is any inconsistency. 

12.3 Unless otherwise agreed, the goods are supplied ex works our point of distribution (, Devens, Massachusetts, USA) or if supplied directly from our factory, the goods are supplied ex works the place of manufacture (Marche, Italy). 

12.4 Where the goods are to be sent by us to you by a route including sea transport we are under no obligation to give a notice.

12.5 You are responsible for arranging testing and inspection of the goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the goods, which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit. 

13. CANCELLATION

Orders are subject to confirmation in writing by Oliver Cabell, Inc.. No cancellations of, or alterations to, orders will be accepted unless approved in writing by Oliver Cabell, Inc.. A cancellation fee of 30% will be invoiced for orders cancelled more than 4 weeks from placing the order. 

13.1 You may not cancel the order unless we agree in writing (and clauses 2.2. and 14.2 then apply). 

13.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order. 

13.3 We may suspend or cancel the order, by written notice if:

13.3.1 you fail to pay us any money when due (under the order or otherwise); 

13.3.2 you become insolvent; 

13.3.3 you fail to honor your obligations under these terms. 

14. WAIVER AND VARIATIONS

14.1 Any waiver or variation of these terms is binding in honor only unless:

14.1.1 made (or recorded) in writing; 

14.1.2 signed on behalf of each party; and 

14.1.3 expressly stating an intention to vary these terms.

14.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms. 

15. FORCE MAJEURE

15.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability. 

15.2 Examples of those circumstances include act of God, accident, pandemic, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies. 

16. GENERAL

16.1 Minnesota state law is applicable to any contract made under these terms. The Minnesota courts have non-exclusive jurisdiction. 

16.2 If you are more than one person, each of you has joint and several obligations under these terms. 

16.3 If any of these terms are unenforceable as drafted:

16.3.1 it will not affect the enforceability of any other of these terms; and 

16.3.2 if it would be enforceable if amended, it will be treated as so amended. 

16.4 We may treat you as insolvent if: 

16.4.1 you are unable to pay your debts as they fall due; or 

16.4.2 you (or any item of your property) become the subject of: 

1. any formal insolvency procedure (examples of which include receivership, liquidation, 

administration, voluntary arrangements (including a moratorium) or bankruptcy); 

1. any application or proposal for any formal insolvency procedure; or 
2. any application, procedure or proposal overseas with similar effect or purpose.

16.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us. 

16.6 Any notice by either of us, which is to be served under these terms, may be served by leaving it at or by delivering it to (by first class post, fax, or email) the other's registered office or principal place of business. All such notices must be signed. 

16.7 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorized representative and either:

16.7.1 contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or 

16.7.2 which expressly state that you may rely on them when entering into the contract.

16.8 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.