In these Conditions:
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
The Seller shall sell and the Buyer shall purchase the Goods in accordance with these Conditions:
No Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller's Acknowledgement.
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of the Order, and for specifying in the Order any necessary information relating to the Goods to enable the Seller to perform the Contract in accordance with its terms.
The quantity and description of the Goods to be provided by the Seller to the Buyer under the Contract shall be those set out in the Seller’s Acknowledgment.
No Order which has been accepted by the Seller may be cancelled by the Buyer except in accordance with these Conditions.
The Goods are only available while stocks last. If after the Seller's Acknowledgement has been notified to the Buyer there is insufficient stock of Goods of the type ordered by the Buyer available for the Seller to deliver to the Buyer then the Seller shall refund to the Buyer's credit or debit card all sums debited in respect of those Goods which are out of stock.
The price of the Goods shall be the price listed in the Seller’s published price list current at the date of acceptance of the Order (the "Price"). The Seller’s published export price list shall apply in relation to Export Goods.
The Seller reserves the right, by giving notice in Writing to the Buyer at any time before delivery, to increase the Price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
Except as otherwise stated in the Seller's price list, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis in pounds sterling and the Buyer shall be liable to pay to the Seller such charges for transport, packaging and insurance as set out in sub-clause 4.4 (together the "Delivery Costs") in addition to the price of the Goods.
The Delivery Costs payable by the Buyer pursuant to sub-clause 4.3 are as listed in the price list.
The Price and all and any Delivery Costs are exclusive of any applicable Value Added Tax (sales tax), which the Buyer shall be additionally liable to pay to the Seller.
Unless the parties otherwise agree to the contrary in Writing, delivery of the Goods shall be made by the Seller delivering the Goods to the Buyer at such premises as specified by the Buyer in its order or such other premises that the Buyer and Seller have agreed in Writing. For the purpose of clarification time is not of the essence in relation to the Seller's obligation to deliver the Goods set out in this clause.
The Seller aims to despatch Goods for delivery within [28] days of notification to the Buyer of the Seller's Acknowledgement.
The Buyer shall allow:
Any dates quoted by the Seller for delivery of the Goods are approximate only and the Seller 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.
If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
Subject to sub-clauses 7.2 and 7.3, Buyers who are acting as Consumers shall be entitled upon giving notice in Writing (the "Withdrawal Notice") to the Seller within 7 days of delivery of the Goods pursuant to clause 6 to withdraw from the Contract without giving any reason (EU only).
If any Buyer acting as a Consumer wishes to exercise its right to withdraw pursuant to sub-clause 7.1 then:
For the avoidance of doubt:
Risk of damage or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
The ownership of the Goods shall pass to the Buyer at the time of the:
whichever is the later.
Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any Indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
The Seller operates a strict quality control procedure to ensure that all Goods leave its premises free from defects. On occasions where the Buyer identifies any manufacturing and/or materials defects in the Goods which are directly attributable to any act or omission of the Seller the Buyer will be entitled to receive replacements for those defective Goods from the Seller provided that:
the Buyer notifies the Seller of such defects, and requests that the Seller provides it with replacement Goods, in Writing (the "Defects Notice") within 7 days of delivery of the Goods to the Buyer (whether or not delivery is refused by the Buyer); and
the Buyer returns the defective Goods to the Seller in their original packaging and enclosing all original documentation within 14 days of the date of the Defects Notice.
The Buyer should send any Goods that it wishes to return to the Seller pursuant to clause 9.1 by registered parcel post or secure parcel carrier service clearly addressed to Customer Services, Stephen Raw, 1 Hartington Road, Chorlton-c-Hardy, Manchester M21 8UZ, United Kingdom and marked "DEFECTIVE GOODS".
Within 14 days of receipt of the defective Goods the Seller shall, at its own cost, send Goods to the Buyer by way of replacement for the defective Goods.
The Buyer shall be responsible for the cost of returning the defective Goods to the Seller pursuant to clause 9.2. However, the Buyer shall not be charged for the cost incurred by the Seller in sending replacement Goods to the Buyer pursuant to clause 9.3.
The Buyer's right to return defective Goods pursuant to this clause 9 does not affect its right to withdraw From the Contract pursuant to clause 7, where the Buyer is acting as a Consumer, or any other remedies that might be available to the Buyer by reason of the Contract
The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control.
This clause applies if at any time before the ownership of the Goods passes to the Buyer pursuant to sub-clause 8.2 one or more of the following events occurs (the "Cancellation Events"):
the Buyer makes any voluntary arrangement with its creditors or (being an Individual or firm) becomes bankrupt or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any deliveries under the Contract without any liability to the Buyer save that the Seller shall refund to the Buyer all and any payments made to it in respect of the Price prior to the Cancellation Event.
In the case of EU Orders or Worldwide Orders the Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
Subject to sub-clauses 13.2 below, where the Seller is liable to the Buyer for any loss, damage, costs, expenses or other claims for compensation arising under the Contract shall be limited to the price to the Seller of supplying the Buyer with replacement Goods.
The Seller's liability to the Buyer under this Contract shall be limited to the maximum extent permitted by English law but shall not be limited in respect of any claim brought in respect of death or personal injury caused by the Seller's negligence or any fraudulent misrepresentation to the Buyer on behalf of the Seller.
Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its e-mail address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
The Contract constitutes the entire agreement and understanding of the parties and supersedes all prior oral or written agreements, understandings or arrangements between them relating to the Contract. Neither party will be entitled to rely on any agreement, understanding or arrangement which is not expressly contained in the Contract and no change may be made to it except in Writing signed by duly authorised representatives of both parties.
The Buyer agrees that these Conditions shall not be denied legal effect, validity or enforceability on the grounds that they are displayed electronically or transmitted from the Seller to the Buyer or from the Buyer to the Seller using the Internet.
The Buyer acknowledges that these Conditions do not constitute an offer and that the Contract will not be made until the Seller's Acknowledgement is communicated to the Buyer.
The Contract shall be governed by the laws of England, and the Buyer agrees to submit to the exclusive jurisdiction of the English courts.