TERMS & CONDITIONS

The following terms shall apply to all sales of Goods by Gino Cerruti UK Ltd to the Buyer (as defined). In these terms and conditions (the "Conditions"), the following words shall have their corresponding meaning:

• "Buyer" the person(s), firm or company who purchases the Goods from the Company;
• "Company" Gino Cerruti UK Ltd, registered in England and Wales;
• "Contract" any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;
• "Goods" any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).

1. Subject to clause 3, the Contract will be subject to these Conditions to the exclusion of all other terms and conditions (including any terms and conditions the Buyer purports to apply under any purchase order or other document).
2. Any amendments to these Conditions shall be, and any representations about the Goods shall have no effect unless, expressly agreed in writing and signed by a director or senior sales manager of the Company.
3. No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) payment in full and cleared funds is made and the Company delivers the Goods to the Buyer.
4. All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company's brochures are issued for the sole purpose of giving a approximate idea of the Goods described in them. They will not form part of this Contract.
5. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the Company's place of business. A delivery charge (to the Buyer's address) shall be added to the Contract price for all orders.
6. Delivery is made upon receipt of payment in cleared funds for all amounts owed by the Buyer to the Company.
7. If items ordered are not in stock, delivery takes place approximately 10-12 weeks from receipt of order, depending on manufacturing capacities and material availability. Time of delivery shall not be of the essence, and the Company shall not be liable whatsoever for any delay in delivery howsoever arising.
8. If for any reason the Buyer is not willing or able to accept delivery of any of the Goods when they are ready for delivery:

1. Risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company's negligence);
2. the Goods will be deemed to have been delivered; and
3. the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance).

1. The Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including, without limitation, storage and insurance).
2. The Goods are at the risk of the Buyer from the time of despatch.
3. Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and any other outstanding costs owed by the Buyer to the Company on any account.
4. Until ownership has passed, the Buyer must hold the Goods on a fiduciary basis as the Company's bailee, safely store and maintain the Goods, and keep them insured against all risks on behalf of the Company (whereupon any moneys in respect of an insurance claim shall be apportioned in respect of the value of the Goods lost or damaged and held on trust for the Company).
5. Provided that no insolvency or like proceedings have commenced against the Buyer and the Buyer does not, and does not purport to, encumber the Goods, Clauses 12 and 13 shall not prevent the Buyer from selling the Goods on its own behalf at full market value, but any proceeds of sale shall be held on trust for the Company in separate funds to the Buyer's usual trading account and used to discharge any amounts owed by the Buyer to the Company within 3working days of receipt.
6. Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company's price list published on the date of delivery or deemed delivery.
7. The price is exclusive of VAT and the costs of loading, unloading, carriage and insurance, all of which are payable by the Buyer in addition to the quoted price when payment for Goods is due.
8. Payment shall be made in full and in cleared funds prior to delivery. Timing of payment shall be of the essence. Payment maybe made either by Sterling Cheques, by Credit/Debit card or by bank transfer. We do not offer credit to retailers as this helps us to keep prices highly competitive and the business relationship is more positive about the product.
9. Where alternative payment terms have been agreed with the Company and payments have not been paid in full by their due date, interest shall accrue on the outstanding amount from such due date, at the annual rate of 3% above the base lending rate of the BARCLAYS Bank PLC from time to time, compounding monthly until payment in full is made, whether before or after any judgment.
10. The Company warrants that (subject to the other provisions of these Conditions) at the time of delivery, the Goods will be of satisfactory quality within the meaning of the Sale of Goods Act 1979, as amended, and the Company shall not be liable for a breach of this warranty unless notified in writing within 3 working days of delivery.
11. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979, as amended) are, to the fullest extent permitted by law, excluded from the Contract.
12. The Contract shall be subject to the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.
13. EXCLUSIVITY: Gino Cerruti UK Limited does offer exclusivity of the Gino Cerruti brand in a specific geographical area, based upon the demographic and distance calculation. The formula applied is for the purpose of being fair to all retailers whether they are located in a rural or urban site. In order to maintain the exclusivity Gino Cerruti expects the retailer to purchase and stock a reasonable part of the collection. The basis of the purchase pattern determines the level of exclusivity and privileges that we offer our retailers:

• Bronze Retailer (Non-Exclusivity) – Less than 48 but more than 24 Gowns per year
• Silver Retailer (Exclusive) – More than 48 gowns per year
• Gold Retailer (Exclusive with Privileges) More than 97 gowns per year
• Franchisee (Exclusive, Privileges and Integration) More than 300 per year

Further details can be sent on request or can be view on our dedicated website for our authorised retailer’s only website at www.ginocerruti.com.

Ordering

Orders can be placed through the online Gino Cerruti web-site at www.ginocerruti.com or by fax, email or by telephone. Please note that orders placed by fax or email without checking the online inventory may mean that they will be treated as forward orders (12 weeks delivery) if they are not in stock or already in production. Our online inventory at www.ginocerruti.com All orders are subject to acceptance by Gino Cerruti UK Ltd. 4 collections or more are released each year; clients receive email notification when each new range has been uploaded on-line. You may simply order as you require stock (it is not a requirement to order from every range), however to maintain your exclusivity you must purchase your minimum requirement over the trading quarter.

Payments

Gino Cerruti UK Ltd accepts Visa, MasterCard credit/debit cards as well as bank transfer or Sterling Cheques or bank drafts. Payment is required before your order is dispatched to your nominated delivery address. We will normally email you a proforma Invoice when the dresses are ready to ship (or part order). On receipt of payment the shipment is released for shipping accompanied by the invoice.

Shipping

All Gino Cerruti UK Ltd products are sold and shipped from Wembley, United Kingdom. The retailer assumes all costs and risks pertaining to the transportation of the products sold by Gino Cerruti UK Ltd from its warehouse to the Dealer's specified "ship to" address. At the time of ordering you are provided with an approximate freight price based on the goods been delivered via our nominated delivery company, however at the time of Invoicing we will assess the freight being charged and if a less expensive option is available we will use it.

Custom Fees

International accounts are responsible for all costs relating to duty charges, customs and brokerage fees.

Shipping error / Damaged goods

You must notify Gino Cerruti UK Ltd of any shipping errors or goods damaged in transit within 3 days of receipt of shipment. No discussion will be entered into after this period or returns accepted. Direct this notification to [email protected]. Damaged or defective merchandise will be replaced with like products in good condition as soon as possible after receipt and inspection as long as they are deemed to have been returned in the original packaging and original tags and labels. No worn product will be accepted at any time. On acceptance of the return of product by Gino Cerruti UK Ltd, a Return Merchandise Authorization number will be advised in writing. All merchandise returned without RMA# will be refused. In issuing a RMA# will not deem that the goods have been accepted back by Gino Cerruti UK Ltd. The retailer should note that Gino Cerruti take the QC process very seriously and each dress is checked by 5 unique methods and individuals prior to shipping, hence returns are treated with great concern.

Return order policy

Gino Cerruti UK Ltd will accept returns for www.ginocerruti.com orders only in the circumstance of manufacturer's defects, or in the case of a shipment containing the wrong sizes due to error by the shipping department / styles vis a vis the order. No other reason will be accepted for returns. Any unauthorised returns will be made available to be collected by the retailer at its own cost.

Canceled / Refused orders

A restocking fee of 50% (minimum £100, whichever is greater) will be charged on all cancelled or refused invoiced orders. If two shipments are refused or cancelled the account will be subject to termination and replaced by a new dealer in the area.

Terms

All orders are subject to approval. A current dealer application is required for new accounts prior to shipment and dealer applications may change without prior notice to dealers. Gino Cerruti UK Ltd reserves the right to reject Dealer Applications without cause or liability.

Trade names

The retailer agrees that trade names used to identify Gino Cerruti UK Ltd or the product are the exclusive property of Gino Cerruti Ltd. & Gino Cerruti UK Ltd, and the Dealer has no interest in such trade names except for the right to use them in connection with their promotion and the sale of Gino Cerruti & Gino Cerruti UK Ltd's products. Upon termination of the Agreement, Dealer agrees immediately to cease all use of Gino Cerruti & Gino Cerruti UK Ltd's trade names.

Severance

If any part of the Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from these Conditions and shall not affect the validity and enforceability of any of the remaining provisions of the Conditions.

Waiver

Nothing shall be construed as a waiver by us of any preceding or succeeding breach of any provision.

Survival

Each provision of these Conditions shall be construed as separately applying and surviving even if for any reason one or other of those provisions is held to be inapplicable or unenforceable in any circumstances.

Entire Agreement

These Conditions (as amended from time to time) contain the entire agreement between you and us relating to the subject matter covered and supersede any previous agreements, arrangements, undertakings or proposals, written or oral, between you and us in relation to such matters. No oral explanation or oral information given by either of us shall alter the interpretation of these Conditions. You confirm that, in agreeing to accept these Conditions, you have not relied on any representation save insofar as the same has expressly been made a representation in these Conditions and you agree that you shall have no remedy in respect of any misrepresentation which has not become a term of these Conditions save that your agreement contained in this Clause shall not apply in respect of any fraudulent misrepresentation whether or not such has become a term of these Conditions.

Gino Cerruti UK LTD Law

The Conditions will be exclusively governed by and construed in accordance with the laws of England & Wales whose Courts will have exclusive jurisdiction in any dispute, save that we have the right, at our sole discretion, to commence and pursue proceedings in alternative jurisdictions to the Gino Cerruti UK Ltd terms and conditions, which apply to your use of the Gino Cerruti UK Ltd Website, www.ginocerruti.com . By placing any orders by fax, email or by telephone and by accessing the Website, to place orders you agree to be bound these conditions.

Change of variations

Changes to these conditions may be made by Gino Cerruti UK Ltd time to time, and will be amended on the online copy available at www.ginocerruti.com and can be downloaded free of charge. Gino Cerruti will not notify the retailer of any changes on any occasion, the retailer is obliged to read the online conditions if so needed.

Legal Website Usage Terms & Conditions

Use of this website is subject to, and constitutes acknowledgement and acceptance of, our Terms & Conditions. Welcome to the ginocerruti.com. Ginocerruti.com provides both free and fee based products and services. The following demonstrates terms and conditions applicable to your use of Ginocerruti.com, which promotes Gino Cerruti formal dresses (evening gowns, prom dresses, homecoming gowns, ball gowns, bridesmaid dresses, Mother of the Bride and accessories) to suppliers and purchasers worldwide in a global market. By using the information, services and products available through this website, you are agreeing to the terms and conditions (also "Agreement") contained herein.

1. ACCEPTANCE

By accessing Ginocerruti.com or using service provided by Ginocerruti.com, you acknowledge terms and conditions hereof and you agree that you will be bound by the terms and conditions contained in this Agreement. In addition, this Agreement may be updated by Ginocerruti.com from time to time without notice to you. If you neglect to adhere to the changes, you must abandon using the service. The changed terms and conditions shall be valid as soon as posted on Ginocerruti.com. Your continuous use of the service will signify your acceptance of the changed terms. Unless explicitly stated otherwise, any new function that augments or enhances our service shall be subject to this Agreement. This Agreement may not be otherwise modified except in writing signed by an authorized officer of Ginocerruti.com.

2. USERS

Ginocerruti.com is provided to individuals or companies who can form legally binding contracts under applicable law. If you do not qualify, please do not use the service. Ginocerruti.com is obligated to advise you that any user, during accessing Ginocerruti.com, must behave in accordance with applicable laws. Ginocerruti.com is not responsible for the possible consequence caused by your behaviour during use of Ginocerruti.com. Ginocerruti.com may, in its sole discretion, refuse the service to anyone at any time. The service is not available to temporarily or indefinitely suspended members of Ginocerruti.com.

3. REGISTRATION OBLIGATIONS

If you register in Ginocerruti.com, you agree to:
(a) provide true, accurate, current and complete information about yourself in the "JOIN NOW" application form (such information being the "Registration Content") and
(b) maintain and promptly update the Registration Content to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Ginocerruti.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Ginocerruti.com reserves the right to suspend or terminate your member service.

4. MEMBER ID, PASSWORD AND SECURITY

During the registration process, you will create a Member ID and Password. You are solely responsible for maintaining the confidentiality of your Member ID and Password, and are fully responsible for all activities that occur under your Member ID and Password. You agree to:
  (a) Immediately notify Ginocerruti.com of any unauthorized use of your Member ID or Password or any other breach of security, and
  (b) Ensure that you properly exit the website at the end of each session. Ginocerruti.com cannot and will not be liable for any loss or damage arising from your failure to comply with this Agreement.

5. INFORMATION COLLECTED BY GINOCERRUTI.COM

In order to become a member of Ginocerruti.com, you must register and provide certain information about yourself. During your registration and your participation in certain features and services on our website, information such as your name, e-mail, messages and pictures, may be recorded in our database. When you request pages from our server, our web server automatically collects your information, including your IP address. This address is only used by computers on the network to send the requested pages to you. Use, posting or dissemination of the following information is strictly prohibited:
  1. Derogatory comments of any kind, in particular those relating to religious beliefs, ethnicity or sexual preferences.
2. The harassment, abuse, or threatening of other users.
3. Any Infringement of registered trademark, copyright or patent.

Only registered members can post information on Ginocerruti.com. Ginocerruti.com reserves the right to select and delete information it deems inappropriate. Every member is solely & legally responsible for the accuracy, completeness, integrity, timeliness, correctness and non-infringement of the information provided. Though Ginocerruti.com makes great effort to confirm the information provided, Ginocerruti.com does not guarantee & legally responsible for the accuracy, integrity, quality & non-infringement of such information. Ginocerruti.com collects information about companies, products & offers, and builds its own database. Ginocerruti.com holds copyright over all related information and web designs. Any unauthorized copying or commercial use of content obtained from Ginocerruti.com is strictly prohibited, and Ginocerruti.com reserves right to take legal action in the case of such activity. Ginocerruti.com is obligated to safeguard all users' privacy unless Ginocerruti.com is granted permission by users or is required by related law. Ginocerruti.com may preserve all information submitted by users and may also disclose related information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

(a) Comply with legal process; or

(b) respond to claims that any content violates the rights of third-parties; or

(c) protect the rights, property, or personal safety of Ginocerruti.com, other users and the public.

6. LINK

Ginocerruti.com may contain links to other websites. Ginocerruti.com builds relation with those website only on the basis of cooperation and as such Ginocerruti.com does not have control over such websites and resources provided by those websites. Ginocerruti.com does not endorse and is not responsible for validity of any content, advertising, service, product or information from said linking websites. Ginocerruti.com is not liable, or responsible, directly or indirectly, for any damage or loss caused by any content, advertising, service, product or information from the linking website.

7. CHARGE

Access to Ginocerruti.com and registering Free Member are free of charge. Ginocerruti.com reserves the right to modify the charging clause and we promise to notify you of the changed clause immediately. Ginocerruti.com provides certain services to users who have undergone a specific registration process and agreed to pay for such services ("Premium Services" such as advertising, trade or membership services). Use of certain services or features of Ginocerruti.com that are part of a Premium Service are governed by additional terms and conditions under separate agreements in addition to this Terms & Conditions. Ginocerruti.com reserves the right to modify the charging clause. Please note that we are not responsible for all hardware, software, service and other costs you incur while accessing our website and Internet based data on our servers. Ginocerruti.com reserves the right to change or discontinue, temporarily or permanently, some or all of the services at any time without notice.

8. TERMINATION

Ginocerruti.com reserves the right to terminate the service at any time or for any reason, with or without notice, if it concludes that you have provided false information in connection with your member account, are engaged in fraudulent or illegal activities, or are engaged in activities that may damage the rights of Ginocerruti.com or others. Ginocerruti.com withholds the right to temporarily or permanents terminate membership for any of the following reasons:

Utilise Ginocerruti.com to send spam messages or repeatedly publish the same product information.
Post any material to members that are not related to international trade or business cooperation.
Impersonate or unlawfully use another companies name to post information or conduct business of any form.
Any unauthorized access, use, modification or control of the Ginocerruti.com database, network or related services.
Obtain by any means Ginocerruti.com member's username and/or password.

9. LIABILITY DISCLAIMER

Ginocerruti.com will not be liable for interruption to service as a result of acts of god, hardware malfunction, software related problems, or human error. The services available to you on Ginocerruti.com may contain errors and our service is subject to periods of interruption. While Ginocerruti.com does its best to maintain the services available on Ginocerruti.com, Ginocerruti.com cannot be held responsible for any errors, defects, lost profits, or other consequential damages arising from the use of this website.

Ginocerruti.com provides the services on Ginocerruti.com "as is," with no warranties whatsoever. All express warranties and all implied warranties, including warranties of merchantability and fitness for a particular purpose, and non-infringement of proprietary rights are hereby disclaimed to the fullest extent permitted by law.

In no event shall Ginocerruti.com be liable for any direct, indirect, incidental, consequential, special and exemplary damages, or any damages whatsoever, arising from the performance of Ginocerruti.com or from any services provided through this website, even if Ginocerruti.com has been advised of the possibility of such damages. If you are dissatisfied with Ginocerruti.com, or any portion, your exclusive remedy shall be to cease using the website.

10. DISCLAIMER OF WARRANTIES FOR PRODUCTS DATABASE

You expressly agree that use of our database contained on Ginocerruti.com is at your own risk. Ginocerruti.com shall not be responsible for any content found on this database. Ginocerruti.com expressly disclaims all warranties of any kind, whether implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Ginocerruti.com makes no warranty that our database will be uninterrupted, timely, securely or error free.

You acknowledge and agree that any material, and/or data downloaded or otherwise obtained through use of the database on Ginocerruti.com are done at your own discretion and risk. You will be solely responsible for any damages to your computer system or loss of data that result from the download of such material and/or data.

Ginocerruti.com, Ginocerruti.com, its officers, directors, owners, agents and employees, shall not be liable to you or anyone else for any loss or injury resulting from using of Offer Board or Products Directory on Ginocerruti.com, or for any decision made or action taken by you in reliance on content contained in Offer Board or Products Director. Ginocerruti.com, Ginocerruti.com, its officers, directors, owners, agents and employees, shall not be liable to you or anyone else for any direct, consequential, special, incidental, indirect, or similar damages, even if you are advised of the possibility of such damages, resulting from the use or the inability to use the service.

Some jurisdictions do not allow the exclusive of certain warranties, so some of the above exclusions may not apply to you.

11. SECURITY

Ginocerruti.com adopts strict security policies. If any member should interfere with our security policies they shall be temporarily or permanently banned from using Ginocerruti.com and its related services. In addition information published by other members will not be available to those members whose access to Ginocerruti.com has been terminated.

12. INDEMNIFICATION

You agree to indemnify and hold Ginocerruti.com, Ginocerruti.com, its officers, directors, owners, agents and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Offer Board or Product Directory on Ginocerruti.com, the violation of these terms and conditions by you, or the infringement by you, or other user of Offer Board or Product Directory using your computer, of any intellectual property or other right of any person or entity. Ginocerruti.com reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

13. CHOICE OF LAW AND JURISDICTION

The validity and interpretation of this Agreement and the legal relations of the parties to it shall be governed by the laws of England & Wales, without regard to its conflict of laws principles. In the event of a dispute, the parties hereto agree to consent to the exclusive jurisdiction of the courts in England.

14. DISCLAIMER AND LIMITATION OF LIABILITY

Ginocerruti.com assumes no liability for any errors or omissions contained on or in the Site. The Site is offered to you on an "As Is" basis without a warranty of any kind, either express or implied, including without limitation, any warranty of merchantability or fitness for a particular purpose.

Ginocerruti.com shall not be liable for any direct, indirect, special, consequential, or punitive damages, including but not limited to lost profits, lost savings or lost postage, arising out of the use or inability to use the site even if ginocerruti.com has been advised of the possibility of such damages. In no event shall Ginocerruti.com's total liability to you for all damages, losses and causes of action of any kind resulting from your use of this site, whether in contract, tort or otherwise, exceed one dollar (£1.00).

15. COPYRIGHT

All contents in these websites are copyrighted by Ginocerruti.com. Reproduction in whole or in part in any form without the written permission of Ginocerruti.com is prohibited. All rights reserved.

16. OTHER LEGAL

If you continue to browse and use this website, you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern The Gino Cerruti UK Ltd.’s relationship with you in relation to this website. If you disagree with any part of these terms and conditions, please do not use our website.

The term "Gino Cerruti UK Ltd" or "us" or "we" refers to the owner of the website whose registered office is 19 Osram Road, East Lane Business Park, Wembley HA9 7NG. The term "you" refers to the user or viewer of our website. The use of this website is subject to the following terms of use: The content of the pages of this website is for your general information and use only. It is subject to change without notice. Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any particular purpose. You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law. Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements. This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions. All trademarks reproduced in this website, which are not the property of, or licensed to the operator, are acknowledged on the website. Unauthorised use of this website may give rise to a claim for damages and/or be a criminal offence. From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s). Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Northern Ireland, Scotland and Wales.

Copyright Notice

Copyright Notice This website, content and software are copyright of Gino Cerruti UK Ltd - © Gino Cerruti UK Ltd 2012, 2013 & 2014.

All rights reserved.

Any redistribution or reproduction of part or all of the contents in any form is prohibited other than the following:

You may print or download to a local hard disk extracts for your personal and non-commercial use. Only you may copy the content to individual third parties for their personal use, but only if you acknowledge the website as the source of the material. You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system.