Sraphine CONDITION and TERMS 2015

1.
General
a) In these terms and conditions of sale the following words will (unless otherwise stated) have the following meanings:
The "Company" is Seraphine Limited (company registration number 04406761), whose registered office is at 29 Kimberley
Court, Kimberley Road, London NW6 7SL. The "Buyer" is the person, company, firm or entity purchasing the Goods. The
"Goods" are any and all goods which are the subject of the Order (defined below) and are agreed in the Contract to be
provided by the Company to the Buyer. The "Contract" is any contract between the Company and the Buyer for the sale of
the Goods which shall consist solely of the Order and these Terms (defined below). "IPR" means patents, registered
designs, unregistered designs, copyright and related rights, database rights, trademarks, trade names and domain names,
rights in get-up, rights in goodwill or to sue for passing off or other industrial or intellectual property rights in each case
whether registered or unregistered and including all applications (or rights to apply) for and renewals or extensions of,
such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of
the world.
b) Any reference in these Terms to any statute or statutory provision will (unless otherwise stated) be construed as a
reference to that statute or statutory provision as may be amended, consolidated, modified, extended, re-enacted or
replaced from time to time.
c) The headings in these Terms are for reference only and will not affect the interpretation of these Terms.
d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as
illustrative and shall not limit the sense of the words preceding those terms.
2.
Application of Terms
Unless the Company shall specifically agree otherwise in writing, all sales of Goods by the Company to the Buyer arising
from acceptance of the order overleaf ("the Order") are on the following terms and conditions (the "Terms"). These Terms
shall override any terms or conditions submitted proposed or stipulated by the Buyer in whatever form and at whatever
time, whether written or oral, which are expressly waived and excluded. Without prejudice to the foregoing, Buyer's Order
for the Goods shall be deemed to constitute acceptance of these Terms to the exclusion of all other terms and conditions
whatsoever.
3.
Acceptance of Order
a) Unless agreed otherwise in writing by the Company, all Orders are subject to an initial order value of not less than
2,000 (or currency equivalent) and to a 500 (or currency equivalent) repeat order.
b) Each Order issued by the Buyer will be deemed an offer by the Buyer to purchase the Goods subject to these Terms. No
Order shall be deemed to be accepted by the Company until the Company has given to the Buyer a signed copy of the
Order or (if earlier) the Company supplies the Goods to the Buyer. Giving a signed copy of the Order to the Buyer shall
constitute acceptance of the Order by the Company. The Company shall be under no obligation to accept any Order from
the Buyer, furthermore if the Company shall accept an Order from the Buyer:
(i) The Company shall be under no obligation to accept any other order from the Buyer at any time in the future; and
(ii) Such acceptance is made on the basis that the Buyer acknowledges and agrees that the trading between the Company
and the Buyer does not amount to a course of dealing.
c) Notwithstanding acceptance of an Order, the Company reserves the right in its sole discretion to postpone delivery of
the Goods and/or cancel all outstanding Orders from the Buyer without compensation or penalty in the event that any
sums due to the Company from the Buyer under this or any other agreement with the Buyer are in arrears.
4.
Order Cancellation or Amendment
a) Any Order that has been accepted by the Company in accordance with condition 3(b) may only be cancelled or amended
by the Buyer with the prior written consent of the Company. If the Company in its sole discretion accepts such cancellation
or amendment, such cancellation or amendment shall only take effect once acceptance is confirmed in writing by the
Company and the Buyer shall (i) indemnify the Company in full against all losses (including but not limited to loss of profit),
costs, damages, charges and expenses incurred (directly or indirectly) by the Company as a result of such cancellation or
amendment and (ii) pay for any additional Goods ordered pursuant to an amendment (if applicable).
b) The Company reserves the right to amend, cancel or postpone the Order or any part of the Order at any time without
liability for any loss, expense, penalty or damage of any kind resulting (directly or indirectly) from such amendment,
cancellation or postponement.
5.
Price
a) Unless otherwise agreed in writing by the Company, the price for the Goods will be the price set out in the Order, or, if
no price is quoted, the price shown in the price list of the Company at the date of delivery. The price of the Goods is
exclusive of any value added tax (and any other tax or duty including any other applicable sales taxes) and any costs or
charges in relation to export and/or import, packaging, loading, unloading, carriage and insurance. Such costs and expenses
will be paid by the Buyer in addition to the price for the Goods at the same time that it is due to pay for the Goods. Prior to
delivery, prices quoted on the Order are subject to modification without notice and may also be subject to the addition of a
surcharge for currency exchange rate fluctuations.
b) Any discounts from the Company price lists must be agreed in writing prior to the acceptance of the Order and shall be
set out in the Order.

Seraphine Limited, Registered Office: 29 Kimberley Court, Kimberley Road, London, NW6 7SL.
Registered in England and Wales Number 4406761, VAT Number GB 795 9487 43, N SIRET: 498625946 00013,
TVA FR13 498625946 Code APR/NAF:4619B

c) The Company is able to offer to the Buyer marketing assistance (which, in the Company's sole discretion, may include
the provision of brochures, a contribution to brand PR, advertising, show attendance and referrals) which will be subject to
additional terms and an additional fee to be agreed between the parties.
6.
Payment
a) The Company shall be entitled to invoice the Buyer at any time on or after delivery of the Goods. If delivery is made in
instalments the Company shall be entitled to invoice the Buyer at any time on or after delivery of each instalment of the
Goods. The Company may elect at its sole discretion to invoice the Buyer in advance of shipment of the Goods. In such
event, the Goods shall be shipped following receipt of payment of the invoice by the Company in full in cleared funds.
b) Payment shall be made by way of bank transfer or by credit card, and all bank charges must be paid by the Buyer.
c) Unless otherwise shown on the Company invoice or otherwise agreed in writing, payment will be due 30 days from the
date of the invoice for the Goods.
d) Time for payment by the Buyer shall be of the essence of the Contract.
e) No payment shall be deemed to have been received until the Company has received it in full in cleared funds.
f) All payments payable to the Company under any Contract or any other agreement between the parties shall become due
immediately on its termination (however occasioned) despite any other provision of these Terms.
g) The Buyer 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 Buyer has a valid court order requiring an amount equal to
such deduction to be paid by the Company to the Buyer, or such deduction is otherwise required to be permitted by law.
g) If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to
the Company on such sum from the date for payment at the rate set out in the Late Payment of Commercial Debts
(Interest) Act 1998 and related regulations, (as amended from time to time) until payment is received in full in cleared
funds.
h) Without prejudice to any other rights which the Company may have pursuant to this condition 6, the Buyer shall
indemnify the Company for all reasonable costs and expenses (including without limitation legal fees) and loss of profits
which the Company incurs in recovery or attempted recovery of outstanding moneys due to the Company.
7.
Delivery
a) Whether or not stated on the Order, the time for delivery shall not be of the essence and delivery dates are intended as
an estimate only. If no time is specified or agreed by the Company delivery will be made within a reasonable period after
the delivery date. The Company will not be liable for the consequences of any delay, or failure to deliver or perform, if (a)
the duration of the delay is not substantial, or (b) the delay or failure is due to any circumstances beyond the Company's
reasonable control or of an unexpected or exceptional nature or (c) the delay results from or is contributed to by any act or
omission of the Buyer.
b) The Company shall deliver the Goods to the location set out in the Order, or such other location as the parties may agree
in writing, and delivery will be deemed to take place when the Goods are delivered to such location.
c) The Company may deliver the Goods in instalments. Deliveries of further instalments may be withheld until the Goods
comprised in earlier instalments have been paid for in full. Default by the Company (howsoever caused) in respect of one
or more instalments will not entitle the Buyer to terminate any other instalment, the relevant Contract or any other
contract between the parties.
d) Unless the Buyer notifies the Company in writing to the contrary, any Goods delivered to the Buyer shall be deemed to
have been accepted by the Buyer ten (10) days after delivery.
e) In the event of any delay in the delivery of any Goods which are attributable (in whole or in part) to the Buyers acts or
omissions then:
(i) delivery of the relevant Goods will be deemed to have taken place at the time at which but for such delay or delays such
delivery or performance would have taken place and any extra costs incurred as a result of such delay or delays will be
added to the price and will be payable by the Buyer; and
(ii) the Company may sell such Goods [28 days] after such delay and deduct any monies payable to the Company by the
Buyer from the sale proceeds and account to the Buyer for any excess over the price of the Goods or charge the Buyer for
any shortfall below the price of the Goods.
f) Where the Goods are to be supplied from stock such supply is subject to the availability of the stock.
g) While the Company will use reasonable endeavours to supply the exact quantity of the Goods ordered by the Buyer, the
Company may supply and the Buyer will accept up to 10% more or less than the exact quantity ordered. A pro rata increase
or reduction in the price (as the case may be) will be made to cover any such variation.
8.
Specification
a) The Goods will be supplied substantially to the design specified in the Order. However, the Company reserves the right
to make reasonable changes at its discretion to the specification of the Goods.
b) The Buyer agrees not to interfere with, remove or make any changes to any label or markings on the Goods as supplied
by the Company.
9.
Force Majeure
If the Company is prevented from producing, acquiring or effecting deliveries of the Goods or any part of them by reason
of any of the following causes, namely Act of God, insurrection, riot, war, hostilities, warlike operation, piracy, arrests,
restraints or detainment by a competent authority, strikes or combinations or lock-out of workers, fire, floods, droughts,
earthquakes, mechanical breakdown, shortage of, or inability to obtain materials, equipment or transportation or any
Seraphine Limited, Registered Office: 29 Kimberley Court, Kimberley Road, London, NW6 7SL.
Registered in England and Wales Number 4406761, VAT Number GB 795 9487 43, N SIRET: 498625946 00013,
TVA FR13 498625946 Code APR/NAF:4619B

other circumstances (whether of nature or similar to those specified, or not) beyond the control of the Company regardless
of whether or not the circumstances in question could have been foreseen at any time, the Company shall not be liable for
any failure or delay in performing its obligations under any Contract, and the obligation of the Company to effect
deliveries under these Terms shall be suspended whilst such event continues.
10.
Title
a) Notwithstanding delivery, legal and beneficial title to (Ownership of) the Goods shall not pass to the Buyer until the
Company has received from the Buyer in full (in cash or cleared funds) all sums due to it in respect of all Goods.
b) Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(i) hold the Goods on a fiduciary basis as the Companys Bailee;
(ii) keep the Goods free from any charge, lien or other encumbrance;
(iii) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a
way that they remain readily identifiable as the Companys property;
iv) not destroy, deface or obscure any identifying mark or packaging on a relating to the Goods, and
v) maintain the Goods in satisfactory condition and keep them fully insured on the Companys behalf for their full price
against all risks to the reasonable satisfaction of the Company.
c) The Buyer may resell the Goods before Ownership of them has been passed to it solely in the ordinary course of the
Buyer's business and such resale will be a sale, use or disposition of the Company's property on the Buyers own behalf.
d) The Buyer's right to possession of the Goods shall terminate immediately if:
(i) the Buyer has a bankruptcy order made against him or
(ii) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its obligations under the
Contract between the Company and the Buyer, or is unable to pay his debts within the section 123 of the Insolvency Act
1986 or the Buyer ceases to trade or threatens to cease trading; or
(iii) the Buyer encumbers or charges in any way any of the Goods; or
iv) the Company has reasonable cause to believe that any of the above events is likely to occur.
e) The Company shall be entitled to recover payment for the Goods notwithstanding that Ownership of any of the Goods
has not passed from the Company.
f) The Company may while the owner of the Goods (and without prejudice to any other rights it may have under or by
virtue of these Terms) demand the immediate return of the Goods at any time and the Buyer will forthwith comply with
such demand and bear the expenses for such return.
g) The Buyer grants the Company, its agents and employees or, where applicable, shall procure that any relevant third
party grants to the Company, its agents and employees, an irrevocable licence at any time to enter any premises where the
Goods are or may be stored in order to inspect them, or, where the Buyer's right to possession has terminated, to recover
them.
h) Where the Company is unable to determine whether any goods are the Goods in respect of which the Buyers right to
possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer
in the order in which they were invoiced to the Buyer.
i) On termination of the Contract howsoever caused the Companys (but not the Buyer's) rights contained in this condition
10 shall remain in effect.
11.
Warranty
a) To the extent permitted by law, all conditions, warranties or obligations whether express or implied by statute, common
law, trade, practice, custom, course of dealing or otherwise are excluded and the provisions of these Terms shall apply in
lieu thereof.
b) Where the Company is arranging carriage on behalf of the Buyer, the Company shall not be liable for the loss or damage
to the Goods in transit.
c) The Company shall not be liable for any defects in any Goods unless:
(i) the Buyer gives written notice of the defect to the Company as soon as possible and in any case within 10 days of
delivery specifying with the reasonable detail any matter whereof it is alleged that the goods are defective;
(ii) the Company is given a reasonable opportunity after receiving such notice to examine such Goods; and
(iii) the Buyer (if requested to do so by the Company) returns such Goods to the Company's place of business (at the
Buyers cost) for the examination to take place there.
d) The Company will not be liable for any defects in any Goods, where and to the extent that:
(i) the Buyer makes any further use of such Goods after giving written notice of the defect in accordance with condition
11(c);
(ii) the defect arises because the Buyer has failed to follow the Company's instructions (whether oral or in writing) as to the
storage, use, processing, handling or maintenance of the Goods or (if there are none) good trade practice;
(iii) the Buyer alters or repairs such Goods without the written consent of the Company;
(iv) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working
conditions; or
(v) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or
regulatory requirements.
e) For the avoidance of doubt, a defect in the Goods means where the Goods do not comply with condition 8(a).

Seraphine Limited, Registered Office: 29 Kimberley Court, Kimberley Road, London, NW6 7SL.
Registered in England and Wales Number 4406761, VAT Number GB 795 9487 43, N SIRET: 498625946 00013,
TVA FR13 498625946 Code APR/NAF:4619B

f) No Goods shall be returned to the Company until the Company has had an opportunity to inspect the same. The Goods
shall only be returned to the Company with a previously agreed returns reference. Any Goods returned shall be so at the
Buyer's risk until received by the Company.
g) The Companys liability under conditions 11(b) and 11(c) whether based on negligence or any other cause of action shall
be limited to repairing or replacing the lost, damaged or defective Goods or at the Companys option, crediting a
corresponding proportion of the price paid by the Buyer and the Company shall not be under any other liability
whatsoever.
12.
Liability
a) Save as set out in condition 8(a), all descriptions, representations, specifications, samples, colours, illustrations and other
particulars furnished or made orally by the Company or in catalogues, trade literature, web sites, price lists or any other
documents issued by the Company are given for general information purposes only shall not form part of the Contract, and
the Buyer acknowledges that it is not entering into any Contract in reliance upon any such description, representation,
sample or other particulars or made orally by the Company.
b) Subject to condition 12(e) and except and to the extent specifically provided for in these Terms, the Company shall not
be liable for any loss, damage or injury however caused or arising (whether by the Companys negligence or otherwise)
from any defect in, failure in, or unsuitability for any purpose of the Goods.
c) Subject to condition 12(e), the Company shall not in any event be liable to the Buyer in contract, tort (including but not
limited to negligence), misrepresentation or otherwise for any indirect, special or consequential loss or damage
whatsoever and however caused and the Company shall not be liable for any economic loss of any kind (including but not
limited to direct or indirect loss of profit, business, sales, revenue or anticipated savings), any direct or indirect damage to
goodwill or reputation (whether suffered by the Buyer or a third party) or to any third party for pure economic loss, in each
case arising out of or in connection with the Contract.
d) Subject to condition 12(e), the Company's total liability to the Buyer in respect of all other liabilities arising under or in
connection with the Contract, whether in contract, tort (including but not limited to negligence), breach of statutory duty,
or otherwise (including but not limited to losses caused by a deliberate breach of the Contract by the Company, its
employees, agents or subcontractors) shall not in connection with any Order, exceed the value of that Order.
e) Nothing in this these Terms excludes or limits any liability of the Company for fraud or for any death or personal injury
resulting from the Companys negligence, or for any breach of the conditions implied by section 12 of the Sale of Goods Act
1979 or any other matter in respect of which it would be unlawful to exclude or restrict liability.
13.
Assignment
The Buyer shall not without the prior written consent of the Company assign or transfer the Order or the Contract or any
part of either the Order or the Contract to any other person.
14.
Resale
By placing an Order the Buyer acknowledges the importance to the Company of preserving the reputation of the brands
under which the Goods are offered for sale to consumers and the reputation of the Company as a supplier of high class
fashion clothing.
The Buyer agrees that the acceptance by the Company of an Order is made on the basis that the Buyer will not resell any of
the Goods supplied by way of wholesale or by retail other than through the approved outlets.
15.
Use of the Companys IPR
a) The Buyer shall ensure that each reference to and use of any of the Companys IPR by the Buyer is in a manner from time
to time approved in writing by the Company and is accompanied by an acknowledgment, in a form approved by the
Company, that the same is IPR of the Company.
b) Unless otherwise agreed in writing, ownership in all IPR subsisting in, resulting from or relating to the Goods or any
associated descriptions, designs, technical information, drawings, documents or specifications will vest in the Company. If
the Buyer in any way acquires any such rights it will promptly inform the Company and take such steps as the Company
may reasonably require to assign such rights or vest such title in the Company.
c) Nothing in these Terms will be construed as any representation or warranty by the Company that the design,
manufacture, use or sale of the Goods is not an infringement of any third party IPR's.
16.
Confidentiality
a) The Buyer will keep confidential all data, commercial information, know how, specifications, initiatives and other
information which is of a confidential nature and which has been disclosed or made available to the Buyer by the Company
and any other confidential information concerning the business of the Company or its products ("Confidential
Information").
b) The Buyer will restrict disclosure of the Confidential Information to such of its employees, agents, professional advisers
or subcontractors as reasonably need to know the same and will ensure that such employees, agents, professional advisers
or subcontractors are subject to equivalent obligations of confidentiality as bind the Buyer.
c) The Buyer will not without the prior written consent of the Company publish or disclose the Confidential Information to
any third party or make any use of the Confidential Information except to the extent necessary for the purposes of the
Contract.
17.
Termination

Seraphine Limited, Registered Office: 29 Kimberley Court, Kimberley Road, London, NW6 7SL.
Registered in England and Wales Number 4406761, VAT Number GB 795 9487 43, N SIRET: 498625946 00013,
TVA FR13 498625946 Code APR/NAF:4619B

a) The Company reserves the right at any time by notice in writing to the Buyer, without prejudice to any other rights of
any nature which the Company may have against the Buyer in respect of any breach of contract or otherwise, forthwith to
suspend or cancel the Contract or any Order (or any part of the Contract or Order) or to stop Goods in transit; or require
payment in advance or satisfactory security for further deliveries under the Contract.
b) The termination of the Contract or any Order (howsoever arising) will be without prejudice to any rights and remedies
which may have accrued to either party.
c) Terms which expressly or by implication survive termination of the Contract shall continue in full force and effect.
18.
Notices
Any notices given under these Terms shall be in writing and may be served by personal delivery or by recorded delivery
post to the recipients principal place of business or such other place as the recipient may designate. Notices shall be
deemed served at the time of delivery (if delivered personally) and 4 days after the date of posting (if sent by recorded
delivery post).
19.
Variation
a) Any variation to these Terms will only be effective if it is agreed in writing, contains a specific reference to these Terms
and is signed by a director or commercial manager of both parties.
b) The Company reserves the right at any time to correct any clerical, typographical or other similar errors made by its
employees, and shall not be bound by any such errors.
20.
Compliance
The Buyer shall, at all times, in its dealings with the Company and any third party with whom it deals in relation to this
Contract, comply with:
(i) all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption, including but not limited to the
Bribery Act 2010; an
(ii) all applicable competition and export/trade laws.
The Buyer will not, through any act or omission, cause the Company to be in breach of any such laws or regulations.
21.
Severance
a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed
modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the
relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this clause shall not affect the validity and enforceability of the rest of the Contract.
b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good
faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible,
achieves the intended commercial result of the original provision.
22.
Waiver
A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a
waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under
the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the
further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or
restrict the further exercise of that or any other right or remedy.
23.
Third Party Rights
A person who is not a party to the Contract will have no right under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of the Contract.
24.
Law and Jurisdiction
a)
The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation
(whether or not such dispute or claim is contractual) shall be governed by, and construed in accordance with, the laws of
England and Wales.
b)
The Company and the Buyer irrevocably agree that, subject to the following sentence, the courts of England and
Wales shall have exclusive jurisdiction over any claim or matter arising under or in connection with the Contract (whether
or not such dispute or claim is contractual) and that accordingly any proceedings in respect of any such claim or matter
shall be brought in such courts. Nothing in the proceedings sentence shall limit the Companys right to take proceedings
against the Buyer in any other court of competent jurisdiction.

September 2014

Seraphine Limited, Registered Office: 29 Kimberley Court, Kimberley Road, London, NW6 7SL.
Registered in England and Wales Number 4406761, VAT Number GB 795 9487 43, N SIRET: 498625946 00013,
TVA FR13 498625946 Code APR/NAF:4619B