AGREEMENT BETWEEN CUSTOMER AND BLACKJACKET.COM.SG PRIVATE LIMITED
The website www.bjluxury.com, any related physical stores or any avenues bearing the trade name “BJ Luxury” are operated by Blackjacket.com.sg Private Limited (“Blackjacket”), and these Terms and Conditions of Sale (the “Terms of Sale”) set out the terms on which Blackjacket agrees to make available and sell to the customer hand bags, leather goods, and other accessories (collectively, the “Goods”).
These Terms of Sale are to be read with the Privacy and Data Protection Policy which is available on the website www.bjluxury.com.
1.   DEFINITIONS AND SCOPE
1.1 In this Terms of Sale, the following definitions and rules of interpretation apply unless the context otherwise requires:
“Blackjacket” includes the operating company of any BJ Luxury stores and website.
“Business Day” means a day other than a Saturday, Sunday or public holiday in Singapore.
“Customer” (or “you/your” or “Buyer”) means a customer who reserves and/or purchases any Goods from Blackjacket.
“Force Majeure Event” means act of God; government restrictions, strikes, lockouts, wars, blockades, insurrection, civil disturbances, acts of public enemies; riots, epidemics, lightning, earthquakes, fires, explosions, storms, floods, landslides, washouts, arrests and restraints of rulers and people, the order or direction of any court or other authorities having jurisdiction, provided the same are not within the reasonable control of the party affected by the Force Majeure Event, and which is not the results of its negligence or lack of due diligence; and any other cause or circumstances whether of the kind herein enumerated or otherwise which is not within the reasonable control of the party affected by the Force Majeure Event, and which is not the results of its negligence or lack of due diligence;
“Lead Customer” means the Customer who makes a reservation and/or purchase for themselves and/or on behalf of other under the same reservation and/or purchase.
“Terms of Sale” means these general terms and conditions of sale, as amended from time to time.
“Writing” (or “Written”) means any form of communication via email, correspondences between Blackjacket and Buyer on the website or on messaging platforms or in the form of a letter.
1.2 In this Terms of Sale, unless the context requires otherwise:
(a) references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (in any case, whether or not it has separate legal personality);
(b) references to a paragraph, Clause or Schedule are to those of this Terms of Sale;
(c) headings do not affect its interpretation;
(d) the singular shall include the plural and vice versa, and references to one gender include all genders;
(e) references to any legal term or concept shall, in respect of any jurisdiction other than Singapore, be construed as references to the term or concept that most nearly corresponds to it in that jurisdiction;
(f) references to $ or Singapore dollars are references to the lawful currency from time to time of Singapore;
(g) any statement in this Terms of Sale qualified by the expression to the knowledge of Blackjacket or so far as Blackjacket is aware or any similar expression shall be deemed only to comprise the actual knowledge of Blackjacket at the date of this Terms of Sale and shall not require Blackjacket to make enquiries of any other person; and
(h) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as merely illustrative and shall not limit the sense of the words preceding those terms.
2.   BASIS OF THE SALE
2.1 Blackjacket shall sell and/or cause the sale of and the Buyer shall purchase the Goods in accordance with any order of the Buyer which is accepted by Blackjacket, subject in either case to these Terms of Sale.
2.2 The Buyer accepts the goods on an “as-is” basis, having either inspected the Goods in person at the physical store or having seen photographs of the Goods as depicted on the website.
2.3 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and Blackjacket.
2.4 Any advice or recommendation given by Blackjacket or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by Blackjacket is followed or acted upon entirely at the Buyer’s own risk, and accordingly Blackjacket shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any bona fide typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Blackjacket shall be subject to correction without any liability on the part of Blackjacket.
3.  ORDERS AND SPECIFICATIONS
3.1 No order submitted by the Buyer shall be deemed to be accepted by Blackjacket unless and until confirmed in Writing by Blackjacket’s authorised representative.
3.2 The quantity, quality and description of and any specification for the Goods shall be those set out in the Receipts and Invoices provided to the Buyer pursuant to the Buyer’s order and payment.
3.3 There will be no return of Goods, refunds or cancellation of any order after deposit and/or full payment has been received by Blackjacket.
3.4 If any process is to be applied to the Goods by Blackjacket in accordance with a specification submitted by the Buyer, the Buyer shall indemnify Blackjacket against all loss, damages, costs and expenses awarded against or incurred by Blackjacket in connection with or paid or agreed to be paid by Blackjacket in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights or any other person which results from Blackjacket acting in compliance with the Buyer’s specification.
4.   PRICE OF THE GOODS
4.1 The price of the Goods shall be Blackjacket’s quoted price being the price displayed at the physical premises Blackjacket or other such amount agreed with the Buyer at the physical premises or the price published on the website, at the date of acceptance of the order.
5.   TERMS OF PAYMENT
Payment at the physical stores
5.1 The Buyer may choose to pay via cash, Credit Card, Bank Transfer or such other payment mechanism as Blackjacket, in its sole discretion, may agree to.
5.2 Payment is to be made in full, or subject to Blackjacket’s agreement, the Buyer may opt to first pay a deposit to reserve the Goods and thereafter pay to Blackjacket the balance. Should the Buyer opt to pay the deposit first, the timeline for the balance to be paid will be stated in the “Receipt for Deposit Payment” which will be provided to the Buyer by Blackjacket.
5.3 In the event that the Buyer fails to make payment of the balance by the stipulated timeline, the Goods will be released for sale to other Customers and the deposit paid by the Buyer shall be converted into store credits. The store credits will expire after 3 months and will thereafter be forfeited, at the discretion of Blackjacket.
Payment via the website
5.4 For full credit card payment, payment is to be made on the website payment gateway.
5.5 For bank transfer option (where applicable), the Buyer will first pay a commitment deposit via credit card on the website payment gateway, and the balance is thereafter payable via bank transfer and must be received within 5 business days of the date of the deposit payment. When the balance payment is made, the Buyer shall email proof of payment to [email protected].
5.6 In the event that the Buyer fails to make payment of the balance by the stipulated timeline, the Goods will be released for sale to other Customers and the deposit paid by the Buyer will be forfeited.
At the physical stores
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at Blackjacket’s premises at any time after Blackjacket has notified the Buyer that the Goods are ready for collection.
For purchases made via the website
6.2 Shipment of the Goods will be to the address entered at the Check-Out page of the website.
6.3 Any dates quoted for delivery of the Goods are approximate only and Blackjacket shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract.
6.4 If Blackjacket fails to deliver the Goods for any reason other than any cause beyond Blackjacket’s reasonable control or the Buyer’s fault and Blackjacket is accordingly liable to the Buyer, Blackjacket’s liability shall be limited to the purchase price of the Goods.
7.   RISK AND PROPERTY
7.1 Risk of damage or to loss of the Goods shall pass to the Buyer:
(a) in the case of Goods to be delivered at Blackjacket’s premises, at the time when Blackjacket notifies the Buyer that the Goods are available for collection; or
(b) in the case of Goods to be delivered otherwise than at Blackjacket’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when Blackjacket has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms of Sale, the property in the Goods shall not pass to the Buyer until Blackjacket has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by Blackjacket to the Buyer for which payment is then due.
8.   WARRANTIES AND LIABILITIES
8.1 Subject to the conditions set out below Blackjacket warrants that the Goods will correspond with their description at the time of delivery and will be sold on an as-is basis.
8.2 Blackjacket shall be under no further liability in respect of the following:
(a) any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
(b) any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Blackjacket’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Blackjacket’s approval; and
(c) any defect arising and/or discovered after the Goods have been released into the Buyer’s possession.
8.3 Blackjacket shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Terms of Sale, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Blackjacket, its employees or agents or otherwise) which arise out or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of Blackjacket under or in connection with the Terms of Sale shall not exceed the price of the Goods.
8.4 Blackjacket shall not be liable to the Buyer or be deemed to be in breach of the Terms of Sale by reason of any delay in performing, or any failure to perform, any of Blackjacket’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond Blackjacket’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Blackjacket’s reasonable control:
(a) Act of God, explosion, flood, tempest, fire, accident, pandemic or epidemic;
(b) war or threat of war, sabotage, insurrection, civil disturbance or requisition;
(c) acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
(d) import or export regulations or embargoes; and
(e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Blackjacket or of a third party).
9.1 Any claim by the Buyer which is based on any dispute as to the authenticity of the Goods shall be notified to Blackjacket within 1 year from the date of purchase. Blackjacket shall within 10 days after receipt of the claim, engage the services of any authenticator / authentication company as Blackjacket determines, in its sole discretion to independently authenticate the Goods.
9.2 The Buyer shall bear the costs of the authentication. Should there be a need for the Goods to be sent by the Buyer to Blackjacket or directly to an authenticator for the purposes of inspection and photography, the Buyer shall further bear the shipping expenses.
9.3 In the unlikely event that the Goods are found to be not authentic, the Buyer agrees and accepts that the Buyer’s sole remedy in this case is to receive the reimbursement of any sums paid to Blackjacket upon return of the Goods to Blackjacket, including the shipping and authentication costs.
10.   EXCHANGES AND RETURNS
10.1 Blackjacket shall generally not accept any exchanges and returns of the Goods.
10.2 In the unlikely event that a Buyer who has purchased the Goods from the Website finds that there are significant flaws in the Goods that were not highlighted in the listing on the Website or visible on the photographs on the Website, this is to be notified to Blackjacket within 3 days from the date of delivery and the Goods are to be returned to Blackjacket, with the BJ Luxury tag attached, within 1 week from the date of notification. The Buyer agrees and accepts that the assessment of significant flaws is in the sole discretion of Blackjacket and subject to Blackjacket’s findings on the same, the Buyer agrees and accepts that the Buyer’s remedy in this case is to obtain a refund of the purchase price, less the taxes and duties paid by Blackjacket during shipping. Subject to Blackjacket’s discretion, Blackjacket may also opt to offer the Buyer monetary compensation by refunding part of the purchase price.
11.   PUBLICITY AND USE OF NAME
11.1 The Buyer shall not use the name, logo, trade name, trade mark, service mark or other symbol of or associated with Blackjacket for any purpose whether in relation to any advertisement or other form of publicity without obtaining the prior written consent of Blackjacket.
12.   GOVERNING LAW AND DISPUTE RESOLUTION
12.1 This Terms of Sale is governed by and is to be construed in accordance with the laws from time to time in force in Singapore.
12.2 If any dispute, issue, controversy or difference arises out of or in connection with this Terms of Sale, the Buyer and Blackjacket shall within 14 days of a written request from the other, meet in good faith effort to resolve the issue or dispute by amicable negotiation.
12.3 If the dispute, issue, controversy or difference is not resolved at such meeting(s) or after 30 days from the last negotiation meeting, the Buyer shall submit the dispute to the Singapore Mediation Centre (“SMC”) for resolution by mediation in accordance with the Mediation Procedure of the SMC for the time being in force. To initiate the mediation, the Buyer must give notice in writing to Blackjacket requesting a mediation. A copy of the request should be sent to the SMC. Unless otherwise agreed, the mediator(s) shall be appointed by the SMC. The mediation shall take place in Singapore in the English language and the Buyer and Blackjacket agree to abide by the terms of any settlement reached.
12.4 If the dispute, issue, controversy or difference cannot be resolved by mediation within 45 days of commencement of the mediation or within such further period as the Buyer and Blackjacket may agree in writing, such dispute, issue, controversy or difference shall then be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The arbitral tribunal shall consist of one (1) arbitrator to be appointed by the Chairman of the SIAC. The language of the arbitration shall be the English language.
13.   RELATIONSHIP BETWEEN PARTIES
13.1 This Terms of Sale does not create any partnership or joint venture between the Buyer and Blackjacket, and neither the Buyer nor Blackjacket is authorised to act as agent or bind the other. All rights if any granted to the Buyer are contractual in nature and are wholly defined by the terms and conditions of this Terms of Sale.
13.2 The Buyer and Blackjacket expressly acknowledge that this Agreement does not create an exclusive relationship between them.
13.3 Nothing in this Terms of Sale shall under any circumstances be construed as Blackjacket granting the Buyer the right to directly or indirectly assume or create or attempt to assume or create any obligation on behalf of or in the name of Blackjacket.
14.1 No Variation. This Terms of Sale shall not be supplemented, amended, varied or modified in any manner except by an instrument in writing signed by a duly authorised representative of Buyer and Blackjacket, indicating their mutual consent.
14.2 Contracts (Rights of Third Parties) Act. Except as provided to the contrary, a person who is not a party to this Terms of Sale shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to rely upon or enforce any term of this Terms of Sale.
14.3 Force Majeure. Neither Buyer nor Blackjacket shall be liable for any failure to perform or delay in performing its obligations under this Terms of Sale, either in whole or in part, where any such delay or failure is due to or caused by a Force Majeure Event. The party affected by the Force Majeure Event shall promptly but in any event not later than twenty-four (24) hours of its knowledge of the occurrence of the Force Majeure Event, give written notice thereof to the other party, specifying the nature and details of such Force Majeure Event and the probable extent of the delay in performance of its obligations. The Buyer and Blackjacket shall work out and agree on a reasonable adjustment of the schedule for the performance of the sale/purchase of Goods. If such delay or failure continues for 30 days, the party not affected by such delay or failure shall be entitled to terminate the sale/purchase of Goods by notice in writing to the other party. The provisions of this Clause shall not affect any financial or payment obligations which were incurred before the occurrence of the Force Majeure Event.
14.4 Assignment. Except with the prior written consent of the other, no party may assign, transfer, charge or otherwise deal with any of its rights or obligations under this Terms of Sale nor grant, declare, create or dispose of any right or interest in it or subcontract the performance of any of its obligations under this Terms of Sale.
14.5 Notices. All notices, claims, correspondence or other documents relating to this Terms of Sale shall be in writing and in the English language, and shall be deemed to be duly given or made when delivered by hand, registered mail, fax or e-mail to the receiving party at its address for service.
14.6 No Waiver. The rights of Blackjacket under or in connection with this Terms of Sale shall not be capable of being waived or varied otherwise than by an express waiver or variation in writing and signed by a duly authorised representative of the Buyer. Any failure to exercise, or any delay in exercising any of such rights shall not operate as a waiver or variation of that or of any other such right.
14.7 Severability. If any provision of this Terms of Sale is void, voidable by either party, unenforceable or illegal, it shall be read down so as to be valid and enforceable or, if it cannot be so read down, the provision (or where possible, the offending words) shall be severed from this Terms of Sale without affecting the validity, legality or enforceability of the remaining provisions (or parts of those provisions) of this Terms of Sale which shall continue in full force and effect.