Terms of Use

CONDITIONS OF SALE- The contract for the sale of goods is subject to the following:

GENERAL

No variation, cancellation, waiver of, or addition to the contract constituted by the order and by these conditions of sale shall be valid unless Alexandra Groover has agreed in writing. When an order has been placed by our representative at any place than our principal place of business, Alexandra Groover has the right for five days after to refuse the order in whole or part at the discretion of Alexandra Groover.

The representative must be in employment by Alexandra Groover at the time the contract was agreed and up to the passing of the title in the property. If the representative is not employed before the delivery of the goods, Alexandra Groover has the right to decline fulfillment of that order.

CONTRACT PRICE

The contract price is the price appearing on the description of this order.

If payment failure occurs when payment is due, the Purchaser shall pay interest on the amount of the purchase price from the due date of payment until the date payment is received by Alexandra Groover, at the rate of four percent above the base rate specified by FOMC.

DELIVERY & RISK

Delivery dates specified by Alexandra Groover in the order are approximate and any claims arising as a result of our inability to meet specified delivery dates are excluded. Delivery is sufficient if Alexandra Groover obtains a delivery receipt signed by the Purchaser’s representative. If Alexandra Groover employs an independent carrier to effect delivery, then delivery is sufficient if Alexandra Groover obtains a delivery receipt signed by a representative on the Purchaser’s behalf. All risk in the goods shall pass to the Purchaser when delivery is achieved. Alexandra Groover is entitled to make delivery of the goods in installments. Time for delivery of the goods shall not be the essence of the contract. Goods returned to Alexandra Groover are returned at the Purchaser’s risk. No goods may be returned to Alexandra Groover unless they are in no less condition that when Alexandra Groover delivered them.

CONDITIONS AND WARRANTIES

No condition warranty is made or to be implied either at Common Law, by statute or any other way as to the life or wear of the goods supplied or that they will be suitable for any particular purpose or for any use under any specific conditions notwithstanding that such purpose or conditions may be known to Alexandra Groover, and notwithstanding that a sample of the goods has been inspected by the Purchaser. Such a sample is inspected solely to enable the Purchaser to judge the quality of the bulk and not to constitute a sale by sample under the contract. You (Purchaser) shall take the goods at your own risk or as to their corresponding with the sample or as to their quality, sufficiency, or condition.

CLAIMS

The purchaser’s claim for defective goods, shortages in delivery, and for loss of goods will be null and void unless notification of such a claim is received by Alexandra Groover in writing within five days of the receipt of the goods by the Purchaser for the claim to be legally binding Alexandra Groover must expressly agree to all conditions specified in the claim. The claim will be considered by Alexandra Groover with all the other conditions of this order taken into consideration and without prejudice to any other rights we may have under those specified and agreed conditions.

If, in the delivery of an order, several items found to be in excess of normal commercial tolerances are alleged by the Purchaser to be defective or damaged, the Purchaser must inform Alexandra Groover in accordance with the provisions of sub-paragraph (a) above and then must, before the expiration of five days of receipt of goods by the Purchaser, return at the Purchaser’s expense, three items of each color which deem defective or damaged for inspection by Alexandra Groover. Alexandra Groover, upon agreement of the defective goods, will either replace the same at a mutually agreed delivery date, or substitute the goods with a specified order proving, in both circumstances aforementioned, new delivery dates are permitted to take effect.

Defective or damaged goods must be dispatched to Alexandra Groover within five days of Alexandra Groover accepting that the goods are defective and damaged.

Under no circumstances will Alexandra Groover be liable to provide the Purchaser with loss of sale revenue that the Purchaser may have suffered arising in any way whatsoever.

No claim under these conditions in respect of any delivery or part thereof of an order for goods shall entitle the Purchaser to cancel the remainder of the order or the whole contract.

Alexandra Groover does not give authority to its agents or representatives as to decide what constitutes returned goods that are faulty or incorrect in any way, or does not conform to the original order. Acceptance of returned goods by agents or representatives of Alexandra Groover does not imply that the goods are acceptable returns.

TITLE OF GOODS

Any goods supplied in the terms of this order remain the property of Alexandra Groover until such time as the contract price (other than a mutually agreed retention) together with any interest thereon accruing in terms of clause 2b above have been paid in full. Alexandra Groover retain the right of disposal accordingly and in pursuance thereof the Purchaser irrevocably grants Alexandra Groover and/or an authorized representative license to enter on any premises of the Purchaser on which such goods are kept, for the purpose of taking possession of any such goods to which Alexandra Groover are entitled hereunder in the event of this contract being canceled by any cause whatsoever.

DELAY AND/OR CANCELLATION

If any delivery is delayed or canceled by Alexandra Groover due to force majeure, act of God, dislocation of manufacturer, strikes and lock-up (whether inside of outside the works of Alexandra Groover), or other circumstances that are reasonably beyond our control, it is agreed that Alexandra Groover is released from its obligations to supply the goods within the terms of this order and that the present order may be delayed or suspended during the continuation or such circumstances or canceled by Alexandra Groover at its option. Alexandra Groover will inform the Purchaser of such circumstances.

If Alexandra Groover notifies the Purchaser within 28 days of the date overleaf that it is unable to deliver the goods or at any part thereof in accordance with the terms of this contract, Alexandra Groover shall be released from its obligations to supply the goods within the terms of this order. In the event of late delivery, the existing contract remains valid unless a cancellation is given in writing at least 14 days in advance.

SET-OFF

Any monies due to become or to become due from the Purchaser shall not be liable to become the subject of any deduction by the Purchaser or any set-off or counter claim arising out of this or any other order which Alexandra Groover may have with the Purchaser.

FUTURE DELIVERIES

If the Purchaser has not paid for the goods delivered in accordance with these conditions, Alexandra Groover have the right to hold further deliveries of goods under the terms of this order or any other order until the Purchaser has reduced the amount owing to Alexandra Groover to such a reasonable level that this is acceptable to us.

PURCHASER’S DEFAULT

If you (the Purchaser) make any default in or commit a breach of the order or if any distress or execution shall be levied upon your assets, or if you shall make any arrangements or compensation with creditors, or commit any act of bankruptcy, or if any petition or receiving orders in bankruptcy shall be made against you, or if you are a limited company and any resolution or petition to wind up such company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such company’s undertaking or assets or any part thereof shall be appointed, Alexandra Groover will have the right forthwith to determine any contract then subsisting between us and upon written notice shall be deemed to have been determined without prejudice to any claim or rights Alexandra Groover may otherwise make or exercise. In event of any breach of contract by you as a result of which we incur any legal fees, such reasonable fees are to be borne by you.

AVAILABILITY OF MATERIALS

Whilst Alexandra Groover will make every reasonable effort to supply you in accordance with the contract overleaf, we reserve the right to substitute color and fabrication of a similar quality and nature in the event of unavailability of dyes and/or cloth.

CONSEQUENTIAL OR SPECIAL DAMAGE

Alexandra Groover will not be liable for any consequential or special damage resulting from the supply, delay in, or failure to supply, or failure of the goods, including without limitation, loss of profits.

INDEMNITY

Alexandra Groover shall not be liable for any claims brought against you or us at Common Law, under any statute or otherwise, by any person or legal entity arising out of this or any other order we might have with you except as provided herein and you shall indemnify us against any such claims and the proper and reasonable costs of such legal proceedings.

COPYRIGHT

The copyright in any goods, designs, patterns and drawings furnished by Alexandra Groover to you rests in us and the same shall not now without our written consent be disclosed to a third party except in connection with the sale of goods in the normal course of your business. Upon our request all goods, designs, and patterns, trims and drawings shall be returned to us forthwill.

It is the Purchaser’s responsibility to ensure that there has been no infringement of copyright by Alexandra Groover when goods are supplied. No claim whatsoever can be bought directly or indirectly to Alexandra Groover for copyright infringement.

ENFORCEABILITY OF TERMS

In the event of any one clause in this contract being found by a court or arbitrator to be void or unenforceable in whole or in part then such finding shall no way affect the validity and enforceability of any clause in this order. In this situation Alexandra Groover has the sole right to terminate the contract or to continue to proceed with the supply of the goods.

GOVERNING LAW

The laws of the State of California, to the extent not preempted by or inconsistent with federal law, will govern these Terms and any claim, without regard to conflict of law provisions.