1.1 An Order Form constitutes an offer by you to purchase. Each Order Form is subject to written acceptance by us which if accepted shall be delivered to you by email (“Confirmation”) The contract (“Contract”) will be formed upon and subject to issue of the Confirmation and is subject to these Conditions. The quantity and description of the Goods for the purpose of the Contract shall be as set out in the Confirmation.
2. GOODS AVAILABILITY AND DELIVERY
2.1 Any samples, drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures whether online or offline are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
2.2 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
2.3 We may change, substitute or remove any information on our site including details of Goods, prices and availability from time to time and without notice. Please note that prices are quoted in sterling but are subject to change from time to time as a result of currency fluctuation.
2.4 Subject to the terms of this Contract, our order shall be delivered to the address provided in your Order Form.
2.5 We deliver to UK mainland addresses only. Delivery charges will be applicable as specified in the relevant Confirmation. We will supply estimated delivery charges upon request prior to issue of the Confirmation.
2.6 Deliveries will be subject to the terms of our third party courier as notified to you in the Confirmation and to all delivery information supplied by you to us being correct and accurate. If for any reason arising from your action or omission delivery is not completed, delivery will have been deemed to be completed at the notified date and time of delivery and risk in the Goods will transfer to you. The consequences of failure to accept delivery will be at your sole risk and expense including without limitation any costs of storage.
2.7 You must provide at your own cost all appropriate equipment and manual labour for loading the Goods.2.8 Any dates quoted for delivery are intended to be an estimate only and we shall not be liable for any delay in the delivery of Goods however incurred. Time for delivery shall not be of the essence. If no delivery date is specified, delivery shall be within a reasonable time.
3. RISK AND TITLE
3.1 Ownership of and risk in the Goods will transfer to you from the time of delivery.
4.1 You must pay in full for your order including all delivery charges by no later than the indicated despatch date.
5. OUR REFUNDS POLICY
5.1 If you are not satisfied with any Goods following delivery then please contact firstname.lastname@example.org. Refunds will be arranged at our discretion.
5.2 If within a period of thirty (30) days from delivery you believe that Goods received are defective you may return the Goods to us. If upon examination we agree that a defect is present we will notify you of your refund as soon as practicable. We will usually process any refund due to within 30 days of confirmation that a refund is due. Goods returned by you because of a defect which we have confirmed will be refunded in full, including a refund of the delivery charges for sending the item to you and the cost incurred by you in returning the item to us.
6. WARRANTY AND LIMITATION OF LIABILITY
6.1 We warrant to you that any Goods purchased from us through our site is of satisfactory quality and reasonably fit for all the purposes for which Goods of the kind are commonly supplied.
6.2 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) are, to the fullest extent permitted by law, excluded from the Contract.
6.3 Nothing in this Contract shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective Goods under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
6.4 Subject to 6.3 above:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b) our total liability to you for all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total amount paid by you for the relevant order.
7.1 Without limiting its other rights or remedies, either party may terminate this Contract with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach 5 days of that party being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
7.2 Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment.
7.3 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
7.4 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
8.1 Force majeure.
Save in respect of payment obligations, neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from an event beyond the reasonable control of such party including without limitation acts of god, war, riots, fire, flood, hurricane, typhoon, earthquake, lightning, explosion, strikes, lockouts, slowdowns, prolonged shortage of energy supplies, acts of state or governmental action, terrorist events and/or pandemics. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this Contract by giving 5 days’ written notice to the affected party.
8.2 Assignment and other dealings.
(a) You shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
(b) we may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
(a) Each party undertakes that it shall not at any time during this Contract, and for a period of two years after termination of this Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by 8.3 (b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this 8.3 ; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
8.4 Entire agreement.
(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
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.
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 part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, email.
(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Clause 8.8 (a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day aftertransmission.
(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
8.9 Third party rights.
No one other than a party to this Contract shall have any right to enforce any of its terms.
8.10 Governing law.
This Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.