1.1 The following definitions and rules of interpretation apply to these conditions.
Buyer: the person, firm or company who purchases the Goods from EagleK-Wear and who, by entering into this Contract with EagleK-Wear, is warranting that it is acting in the course of its trade or business.
Goods: any goods agreed in the Contract to be supplied to the Buyer by EagleK-Wear (including any part or parts of them).
EagleK-Wear: EagleK-Wear Limited incorporated and registered in Malta whose registered office is at Notabile Road, Mriehel, Malta who shall be the supplier of the Goods.
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Condition headings do not affect the interpretation of these conditions.
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all EagleK-Wear’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of EagleK-Wear. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of EagleK-Wear which is not set out in the Contract. Nothing in this condition shall exclude or limit EagleK-Wear’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from EagleK-Wear shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted by EagleK-Wear until an acceptance of the order is confirmed by EagleK-Wear, by whatever means appropriate, or (if earlier) EagleK-Wear delivers the Goods to the Buyer.
2.6 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation given by EagleK-Wear is subject to change at EagleK-Wear’s absolute discretion but shall remain open for acceptance by the Customer provided that EagleK-Wear has not previously withdrawn it or any timescale placed on acceptance has expired.
2.8 EagleK-Wear may, at its absolute discretion, sell branded and private label products to authorised customers. In the event of any such sales, the Buyer in question must not:
(a) advertise, promote, distribute, sell or market the products in any way that disparages, misrepresents or injures the brand or private label owners;
(b) distribute or sell products employing any illegal, deceptive, undesirable, or improper advertising, marketing or selling practice, including predatory or “loss leader” pricing, bait and switch, or negative selling practices.
3.1 The quantity and description of the Goods shall be as set out in EagleK-Wear’s records which shall stand as absolute proof of what order the Buyer made.
3.2 All samples, drawings, descriptive matter, specifications (including sizing and colouring) and advertising issued or made available by EagleK-Wear and any descriptions or illustrations contained in EagleK-Wear’s catalogues or brochures 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.
3.3 Size, style, fabric content, specification, quality, and colour and/or any other matters relating to the Goods should be checked by the Buyer on receipt of the goods. It is the Buyer’s sole responsibility to verify that the Goods delivered are what was ordered.
3.4 EagleK-Wear gives no warranty, express or implied, regarding the suitability of the Goods for the purpose for which Buyer has chosen them.
3.5 The Buyer recognises that variation may occur from one dye batch to another and EagleK-Wear shall not be liable for any such variation in colour.
3.6 The Buyer acknowledges and agrees that when a sample of the Goods has been shown to or inspected by the Buyer any consequent sale does not constitute a sale by sample.
3.7 Subject to the other provisions of these conditions EagleK-Wear 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 (even if caused by EagleK-Wear’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless 180 days has passed from the estimated delivery date.
4.1 Unless otherwise agreed by EagleK-Wear in writing (including email), the price for the Goods shall be those prices set out in EagleK-Wear’s price list published in force at the time that the order is made. However, EagleK-Wear retains the absolute right
to vary the price payable for the Goods between the date of order and the date of despatch save that if the price variation gives rise to an increase of more than 15% on the original price agreed, the Buyer shall have the option to cancel the order unless the Goods have been customised for the Buyer in which case the right to cancel shall not arise.
4.2 If the Buyer is to pay the price other than in Euro, the price shall be calculated as the Euro equivalent of the published price using the currency exchange rate of EagleK-Wear’s bank which applies at the time that the order is made.
5.1 EagleK-Wear is not the manufacturer of the Goods and as such the Buyer hereby acknowledges and agrees that it is not appropriate for EagleK-Wear to provide warranties in respect of the quality of the Goods. EagleK-Wear therefore gives no such warranties, express or implied, as to the quality of the Goods and all such warranties are hereby excluded from the contract.
5.2 Upon written request from the Buyer, EagleK-Wear shall endeavour, but shall not be obliged to, transfer to the Buyer the benefit of any warranty or guarantee given to EagleK-Wear by the manufacturer but only insofar as any such warranty or guarantee has been given to EagleK-Wear.
6.1 The following provisions set out the entire financial liability of EagleK-Wear (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract;
(d) any other matter arising out of or in connection with the sale or prospective of the Goods
6.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
6.3 Nothing in these conditions excludes or limits the liability of EagleK-Wear:
(a) for death or personal injury caused by EagleK-Wear’s negligence; or
(b) under section 2(3), Consumer Affairs Act 2011; or
(c) for any matter which it would be illegal for EagleK-Wear to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
6.4 Subject to condition 12.2 and condition 12.3:
(a) EagleK-Wear’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to, at EagleK-Wear’s sole election, either:
(i) repairing or replacing the Goods (or appropriate part thereof) provided that, if EagleK-Wear so requests, the Buyer shall, at the Buyer’s expense, return the Goods or the part of such Goods which are being replaced to EagleK-Wear; or
(ii) the price paid for the Goods.
(b) EagleK-Wear shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
6.5 EagleK-Wear’s liability shall only be in relation to the Goods themselves. If the Goods are applied to or used in connection with any other goods or products, EagleK-Wear shall have no liability for any loss or damage to the products which the Goods were used in connection with, or any loss or damage arising out of or in connection with those products.
6.6 EagleK-Wear advise the customer to test any Goods before applying them to or using them in connection with any other products. If the Goods are equipment that the Buyer is going to use, the Buyer is strongly advised to obtain proper training (possibly from the manufacturer) about the operation, use, maintenance and security of the Goods. EagleK-Wear shall have no liability in respect of any problems that arise with the Goods in circumstances were the Buyer did not test the Goods and/or obtain proper training and the problem(s) which arose could have been resolved had training been given.
6.7 EagleK-Wear shall not be liable for a breach of contract in respect of the Goods or any matters relating to them insofar as:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow EagleK-Wear’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(c) the Buyer alters or repairs such Goods without the written consent of EagleK-Wear;
(d) the Buyer is responsible for causing the problem, whatever it may be.
6.8 The Buyer acknowledges that the price paid for the Goods is, in part, referable to the amount of risk that EagleK-Wear is prepared to accept. If the Buyer wants EagleK-Wear to accept more risk, then the Buyer can suggest this to EagleK-Wear and a higher price may be agreed for the Goods to reflect EagleK-Wear’s greater risk. Whatever price is paid for the Goods, the Buyer hereby acknowledges that the amount of risk EagleK-Wear accepts is reasonable by reference to the price charged for the Goods.
7.1 If the Buyer breaches any of the terms of this contract or becomes, or in the reasonable opinion of EagleK-Wear is likely to become, insolvent EagleK-Wear may (without prejudice to its other rights) forthwith terminate this agreement. In the event that this agreement is terminated by EagleK-Wear:
(a) it shall be entitled to be immediately paid any and all sums due to it from the Buyer whether in respect of this or any other contract and including any monies unpaid as a result of credit which EagleK-Wear has provided to the Buyer;
(b) insofar as the Goods have not been delivered prior to termination, EagleK-Wear shall be discharged from any obligation to supply the Goods.
8.1 EagleK-Wear may assign the Contract or any part of it to any person, firm or company.
8.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of EagleK-Wear.
EagleK-Wear reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of EagleK-Wear including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to EagleK-Wear to terminate the Contract.
10.1 The Buyer must not use EagleK-Wear’s website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
10.2 The Buyer must not use EagleK-Wear’s website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
10.3 The Buyer must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting), scanning or probing for exploits on or in relation to this website without EagleK-Wear’s express written consent.
10.4 The Buyer must not use EagleK-Wear’s website to transmit or send unsolicited commercial communications.
11.1 Each right or remedy of EagleK-Wear under the Contract is without prejudice to any other right or remedy of EagleK-Wear whether under the Contract or not.
11.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
11.3 Failure or delay by EagleK-Wear in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
11.4 EagleK-Wear does, and may, from time to time monitor or record telephone calls between it and the Buyer (or a prospective buyer).
11.5 Any waiver by EagleK-Wear of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
11.6 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
11.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English and Welsh courts.
11.8 Freight charges are applicable on all equipment. ALL TRANSACTIONS ARE SUBJECT TO THE COMPANY’S FULL TERMS AND CONDITIONS OF SALE. Mistakes are possible: All goods should be checked upon receipt, as worn, printed, embroidered, washed or otherwise processed goods cannot be returned. PLEASE NOTE: We always recommend that all goods within this catalogue are checked for their suitability of purpose to any application process, including wearer trials. Any alterations to goods will deem them unreturnable. ALL COLOURS AND SIZES DETAILED OR ILLUSTRATED IN THIS BROCHURE ARE FOR GUIDANCE ONLY. Some colour icons are not a true representation of their appearance. Grey marl, ash, denim, washed and vintage are examples of colours/styling that cannot be accurately displayed. In the event confusion occurs with colour icons, EagleK-Wear will not be held responsible for any losses incurred. We always recommend samples of garments are obtained in advance of orders being placed.