Terms and Conditions

Consumer

TERMS AND CONDITIONS

BACKGROUND:

This agreement applies as between you, the User of this Website and YCM (UK) Ltd, the owner(s) of this Website.  Your agreement to comply with and be bound by Clauses 1, 5 – 12 and 16 – 26 of these Terms and Conditions is deemed to occur upon your first use of the Website.  Clauses 3, 4, and 13 – 15 apply only to the sale of Goods. If you do not agree to be bound by these Terms and Conditions, you should stop using the Website immediately.

No part of this Website is intended to constitute a contractual offer capable of acceptance.  Your order constitutes a contractual offer and our acceptance of that offer is deemed to occur upon our sending an order confirmation email to you indicating that your order has been fulfilled and is on its way to you.

  1. Definitions and Interpretation 

In this Agreement the following terms shall have the following meanings:

  1. Age Restrictions

Persons under the age of 16 should use this Website only with the supervision of an Adult. Payment Information must be provided by or with the permission of an Adult.

  1. Business Customers

These Terms and Conditions do not apply to customers buying Goods in the course of business. <>.

  1. International Customers

If Goods are being ordered from outside the United Kingdom, import duties and taxes may be incurred once your Goods reach their destination.  We are not responsible for these charges and We undertake to make no calculations or estimates in this regard.  If you are buying internationally, you are advised to contact your local customs authorities for further details on costs and procedures.  As the purchaser of the Goods, you will also be the importer of record and as such should ensure that your purchase is in full compliance with the laws of the country into which the Goods are being imported.  Please be aware that Goods may be inspected on arrival at port for customs purposes and that we cannot guarantee that the packaging of your Goods will be free of signs of tampering.  Please also be aware that United Kingdom consumer protection laws may not apply.

  1. Intellectual Property
    1. Subject to the exceptions in Clause 6 of these Terms and Conditions, all Content included on the Website, unless uploaded by Users, including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of YCM (UK) Ltd, Our affiliates or other relevant third parties.  By continuing to use the Website you acknowledge that such material is protected by applicable United Kingdom and international intellectual property and other laws.
    2. Subject to Clause 7 you may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given Our express written permission to do so.
  2. Third Party Intellectual Property
    1. Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.
    2. Subject to Clause 7 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.
  3. Fair Use of Intellectual Property

Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

  1. Links to Other Websites

This Website may contain links to other sites.  Unless expressly stated, these sites are not under the control of YCM (UK) Ltd or that of Our affiliates.  We assume no responsibility for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.  The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

  1. Links to this Website

Those wishing to place a link to this Website on other sites may do so only to the home page of the site <> without Our prior permission.  Deep linking (i.e. links to specific pages within the site) requires Our express written permission.  To find out more please contact Us by email at info@oreduce.com

  1. Use of Communications Facilities
    1. When using System on the Website you should do so in accordance with the following rules.  Failure to comply with these rules may result in your Account being suspended or closed:
        1. You must not use obscene or vulgar language;
        2. You must not submit Content that is unlawful or otherwise objectionable.  This includes, but is not limited to, Content that is abusive, threatening, harassing, defamatory, ageist, sexist or racist;
        3. You must not submit Content that is intended to promote or incite violence;
        4. It is advised that submissions are made using the English language(s) as We may be unable to respond to enquiries submitted in any other languages;
        5. The means by which you identify yourself must not violate these Terms and Conditions or any applicable laws;
        6. You must not impersonate other people, particularly employees and representatives of YCM (UK) Ltd or Our affiliates; and
        7. You must not use Our System for unauthorised mass-communication such as “spam” or “junk mail”.
    2. You acknowledge that YCM (UK) Ltd reserves the right to monitor any and all communications made to Us or using Our System.
    3. You acknowledge that YCM (UK) Ltd may retain copies of any and all communications made to Us or using Our System.
    4. You acknowledge that any information you send to Us through Our System may be modified by Us in any way and you hereby waive your moral right to be identified as the author of such information.  Any restrictions you may wish to place upon Our use of such information must be communicated to Us in advance and We reserve the right to reject such terms and associated information.
  2. Accounts
    1. In order to purchase Goods on this Website and to use certain other parts of the System, you are required to create an Account which will contain certain personal details and Payment Information which may vary based upon your use of the Website as We may not require Payment Information until you wish to make a purchase.  By continuing to use this Website you represent and warrant that:
        1. all information you submit is accurate and truthful;
        2. you have permission to submit Payment Information where permission may be required; and
        3. you will keep this information accurate and up-to-date.

Your creation of an Account is further affirmation of your representation and warranty.

    1. It is recommended that you do not share your Account details, particularly your username and password.  We accept no liability for any losses or damages incurred as a result of your Account details being shared by you.  If you use a shared computer, it is recommended that you do not save your Account details in your internet browser.
    2. If you have reason to believe that your Account details have been obtained by another person without consent, you should contact Us immediately to suspend your Account and cancel any unauthorised purchases that may be pending.  Please be aware that purchases can only be cancelled until they are dispatched.  In the event that an unauthorised purchase is dispatched prior to your notifying Us of the unauthorised nature of the purchase, any costs incurred by Us will be chargeable.
    3. When choosing your username you are required to adhere to the terms set out above in Clause 10.  Any failure to do so could result in the suspension and/or deletion of your Account.
  1. Termination and Cancellation of Accounts
    1. Either YCM (UK) Ltd or you may terminate your Account.  If We terminate your Account, you will be notified by email and an explanation for the termination will be provided.  Notwithstanding the foregoing, We reserve the right to terminate without giving reasons.
    2. If We terminate your Account, any current or pending purchases on your Account will be cancelled and will not be dispatched.
    3. We reserve the right to cancel purchases without stating reasons, for any reason prior to processing payment and dispatch.
    4. If purchases are cancelled for any reason prior to dispatch you will be refunded any sums paid in relation to those purchases within 14 calendar days.
    5. If you terminate your Account, any non-dispatched purchases will be cancelled and you will be refunded any monies paid in relation to those purchases within 14 calendar days.
  2. Goods, Pricing and Availability
    1. Whilst every reasonable effort has been made to ensure that all graphical representations and descriptions of Goods available from Us correspond to the actual Goods, We are not responsible for variations from such descriptions.  This does not exclude Our liability for mistakes due to negligence on Our part and refers only to minor variations of the correct Goods, not different Goods altogether.  Please refer to Clause 15.1 for incorrect Goods.
    2. Where appropriate, you may be required to select the required size, model, number of the Goods that you are purchasing.
    3. We neither represent nor warrant that Goods will be available.  Stock indications are not provided on the Website.
    4. All pricing information on the Website is correct at the time of going online.  We reserve the right to change prices and alter or remove any special offers from time to time and as necessary. All pricing information is reviewed and updated every calendar month.
    5. In the event that prices are changed during the period between an order being placed for Goods and Us processing that order and taking payment, we will honour the price paid before the change;
    6. All prices on the Website include VAT except postage and packaging  YCM (UK) Ltd’s VAT number is 185 3136 05.
  3. Orders and Delivery
    1. No part of this Website constitutes a contractual offer capable of acceptance.  Your order constitutes a contractual offer that We may, at Our sole discretion, accept.  Our acceptance is indicated by Us sending to you an order confirmation email.  Only once We have sent you an order confirmation email will there be a binding contract between YCM (UK) Ltd and you.
    2. Order confirmations under sub-Clause 14.1 shall contain the following information:
        1. Confirmation of the Goods ordered including full details of the main characteristics of those Goods;
        2. Fully itemised pricing for the Goods ordered including, where appropriate, taxes, delivery and other additional charges;
        3. Estimated delivery date(s) and time(s);
    3. Order confirmations shall also be enclosed on paper with your Goods.
    4. If We, for any reason, do not accept your order, no payment shall be taken under normal circumstances.  In any event, any sums paid by you in relation to that order will be refunded within 14 calendar days.
    5. All Goods purchased by you will be delivered within 30 calendar days of Our order confirmation unless otherwise agreed.
    6. The risk in the Goods shall remain with Us until they come into your physical possession.
  4. Returns Policy

YCM (UK) Ltd aims to always provide high quality Goods that are fault free and undamaged.  On occasion however, Goods may need to be returned.  Returns are governed by these Terms and Conditions.

    1. If you receive Goods which do not match those that you ordered, you should contact Us within 14 calendar days to arrange collection and return. You will be given the option to have the Goods replaced with those ordered (if available) or to be refunded through the payment method used by you when purchasing the Goods.  Replacements will be issued upon our receipt of the returned Goods. We are fully responsible for paying shipment costs.  Goods must be returned in their original condition with all packaging and documentation.  The packaging does not need to be unopened.  Refunds will be issued within 14 days and in any event no later than 30 calendar days after receipt of the returned Goods and will include standard delivery charges. We regret that additional costs such as express delivery and gift-wrapping cannot be refunded.
    2. If Goods are damaged in transit and the damage is apparent on delivery, you should sign any applicable delivery note to the effect that the Goods have been damaged.  To return the damaged Goods, please contact Us within 7 calendar days to arrange collection and return.  We are fully responsible for paying shipment costs.  You will be given the option to have the Goods replaced or to be refunded through the payment method used by you when purchasing the Goods.  Replacements will be issued upon Our receipt of the returned Goods.  Refunds will be issued no later than 30 calendar days after receipt of the returned Goods and will include standard delivery charges. We regret that additional costs such as express delivery and gift-wrapping cannot be refunded.
    3. If any Goods you have purchased have faults when they are delivered to you, you should contact Us within 7 calendar days to arrange collection and return.  You will be given the option to have the Goods replaced or to be refunded through the payment method used by you when purchasing the Goods.  We are fully responsible for paying shipment costs. Replacements will be issued upon our receipt of the returned Goods. Refunds will be issued within 14 days and in any event no later than 30 calendar days after receipt of the returned Goods and will include standard delivery charges. We regret that additional costs such as express delivery and gift-wrapping cannot be refunded.
    4. If any Goods you have purchased develop faults within 7 calendar days of delivery, you may be entitled to a replacement but not a refund.  In order to arrange for such a replacement you should contact Us within the 7 calendar day period to arrange collection and return.We will assess the Goods and alleged faults upon receipt and if We conclude (at Our sole discretion, acting reasonably and in good faith) determine that the fault is not a result of mistreatment by you (deliberate, negligent or otherwise), We will issue replacement Goods at no additional cost to you.
    5. If any Goods develop faults beyond 7 calendar days from delivery but within their warranty period, you are entitled to a repair or replacement under the terms of that warranty. The online retailer is not a party to such warranties and you must therefore contact the manufacturer of the Goods directly.
    6. If you are based within the European Union, you have a statutory right to a “cooling off” period.  This period begins once your order is complete and ends 14 calendar days after the Goods have been delivered to you.  If the Goods are delivered to you in instalments, the 14 calendar day period begins on the day that you receive the final instalment.  If you change your mind about the goods within this period, please inform Us within 14 calendar days of receipt.  Goods must be returned to Us within 14 calendar days of the day on which you inform Us that you wish to return the Goods. You are responsible for paying return shipment costs if Goods are returned for this reason.  Refunds will be issued within 20 days and in any event no later than 30 calendar days after you inform Us that you wish to cancel under this provision and will include standard delivery charges. We regret that additional costs such as express delivery and gift-wrapping cannot be refunded.
    7. YCM (UK) Ltd may not be able to accept returns under the cooling off period of the following types of Goods and/or taking into account the following circumstances:
        1. Goods made to your specifications or that have been personalised;
        2. Goods which are liable to deteriorate or expire rapidly;
        3. Goods which are sealed for health or hygiene reasons that have been unsealed after delivery;
        4. Goods which are, after delivery, according to their nature, inseparably mixed with other items;
        5. Goods consisting of audio or video recordings or computer software (including games) in sealed packaging where the seal has been broken after delivery.
        6. Any use or enjoyment that you may have already had out of the Goods beyond handling them to the extent necessary to establish the nature, characteristics and functioning of them (such as you would, for example, handle a display item in a shop).  Please note that opening packaging does not prevent you from returning Goods unless the Goods fall under sub-Clauses 15.7.3 or 15.7.5 and in any event does not include the opening of delivery packaging, only the packaging of the product itself.
  1. Privacy
    1. Use of the Website is also governed by Our Privacy Policy which is incorporated into these Terms and Conditions by this reference.  To view the Privacy Policy, please click on the link above.
    2. The Website places the following cookies onto your computer or device.  These cookies are used for the purposes described herein.  Full details of the cookies used by the Website and your legal rights with respect to them are included in our <>.  [By accepting these Terms and Conditions, you are giving consent to <> to place cookies on your computer or device.  Please read the information contained in the Privacy Policy prior to acceptance.
    1. If you wish to opt-out of Our placing cookies, you cannot order online, please call us to make an order.
  1. How We Use Your Personal Information (Data Protection)
    1. All personal information that We may collect (including, but not limited to, your name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.
    2. We may use your personal information to:
        1. Provide Our Goods and services to you;
        2. Process your payment for the Goods; and
        3. Inform you of new products and services available from Us.  You may request that we stop sending you this information at any time.
    3. In certain circumstances (if, for example, you wish to purchase Goods on credit), and with your consent, We may pass your personal information on to credit reference agencies.  These agencies are also bound by the Data Protection Act 1998 and should use and hold your personal information accordingly.
    4. We will not pass on your personal information to any other third parties without first obtaining your express permission.
  2. Disclaimers
    1. We make no warranty or representation that the Website will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of Our services.
    2. No part of this Website is intended to constitute advice and the Content of this Website should not be relied upon when making any decisions or taking any action of any kind.
    3. No part of this Website is intended to constitute a contractual offer capable of acceptance.
    4. Whilst We use all reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, you are strongly advised to take responsibility for your own internet security, that of your personal details and their computers.
  3. Changes to the Service and these Terms and Conditions

We reserve the right to change the Website, its Content or these Terms and Conditions at any time.  You will be bound by any changes to the Terms and Conditions from the first time you use the Website following the changes. If We are required to make any changes to Terms and Conditions pertaining to the sale of Goods by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by you in the future.

  1. Availability of the Website
    1. The Website and any Service provided therein is provided “as is” and on an “as available” basis.  We give no warranty that the Website or any Service will be free of defects and / or faults.  To the maximum extent permitted by the law We provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
    2. We accept no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
  2. Limitation of Liability
    1. To the maximum extent permitted by law, We accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special or exemplary damages arising from the use of the Website or any information contained therein.  You should be aware that you use the Website and its Content at your own risk.
    2. Nothing in these Terms and Conditions excludes or restricts YCM (UK) Ltd’s liability for death or personal injury resulting from any negligence or fraud on the part of YCM (UK) Ltd.
    3. Nothing in these Terms and Conditions excludes or restricts YCM (UK) Ltd’s liability for any direct or indirect loss or damage arising out of the incorrect delivery of Goods or out of reliance on incorrect information included on the Website.
    4. In the event that any of these terms are found to be unlawful, invalid or otherwise unenforceable, that term is to be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of the remaining Terms and Conditions.  This term shall apply only within jurisdictions where a particular term is illegal.
  3. No Waiver

In the event that any party to these Terms and Conditions fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.

  1. Previous Terms and Conditions

In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.

  1. Third Party Rights

Nothing in these Terms and Conditions shall confer any rights upon any third party.  The agreement created by these Terms and Conditions is between you and YCM (UK) Ltd.

  1. Communications
    1. All notices / communications shall be given to Us either by post to Our Premises (see address above) or by email to <>.  Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday.
    2. We may, if you opt to receive it, from time to time send you information about Our products and/or services.  If you do not wish to receive such information, please unsubscribe e.g. “click on the ‘Unsubscribe’ link in any email which you receive from us.”.
  2. Law and Jurisdiction

These Terms and Conditions and the relationship between you and YCM (UK) Ltd shall be governed by and construed in accordance with the Law of England and Wales and YCM (UK) Ltd and you agree to submit to the exclusive jurisdiction of the Courts of England and Wales.

Trade
  1. Application of Conditions

1.1         The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller; and

1.2         These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such order is made or purported to be made, by the Buyer.

  1. Interpretation

2.1         In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Business Day” means any day other than a Saturday, Sunday or bank holiday;
“Buyer” means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;
“Contract” means the contract for the purchase and sale of the Goods under these Terms and Conditions;
“Contract Price” means the price stated in the Contract payable for the Goods;
“Delivery Date” means the date on which the Goods are to be delivered as stipulated in the Buyer’s order and accepted by the Seller;
“Goods” means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Terms and Conditions;
“Month” means a calendar month; and
“Seller” means YCM (UK) Ltd, a company registered in England under 08904814 of The Landsdowne Building, 2 Landsdowne Road, Croydon, Surrey, CR9 2ER and includes all employees and agents of YCM (UK) Ltd.

2.2         Unless the context otherwise requires, each reference in these Terms and Conditions to:

2.2.1     “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

2.2.2     a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

2.2.3     “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

2.2.4     a Schedule is a schedule to these Terms and Conditions; and

2.2.5     a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

2.2.6     a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

2.3         The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

2.4         Words imparting the singular number shall include the plural and vice versa.

2.5         References to any gender shall include the other gender.

  1. Basis of Sale

3.1         The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.  In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

3.2         No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

3.3         Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.  No contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the goods or has accepted an order placed by the Buyer by whichever is the earlier of:

3.3.1     the Seller’s written acceptance;

3.3.2     delivery of the Goods; or

3.3.3     the Seller’s invoice.

3.4         Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

  1. Orders and Specifications

4.1         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 authorised representative.

4.2         The specification for the Goods shall be that set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order (if such variation(s) is/are accepted by the Seller).  The Goods will only be supplied in the minimum units thereof stated in the Seller’s price list or in multiples of those units.  Orders received for quantities other than these will be adjusted accordingly.

4.3         Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.

4.4         The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.

4.5         No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation.

  1. Price

5.1         The price of the Goods shall be the price listed in the Supplier’s price list current at the date of acceptance of the Buyer’s order or such other price as may be agreed in writing by the Seller and the Buyer.

5.2         Where the Seller has quoted a price for the Goods other than in accordance with the Seller’s published price list the price quoted shall be valid for 30 days only or such lesser time as the Seller may specify.

5.3         The Seller reserves the right, by giving written notice 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 (including, 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 or specifications for the Goods which are 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.

5.4         The Seller may allow the Buyer quantity discounts subject to and in accordance with the conditions set out in the Seller’s published price list for the Goods current at the date of acceptance of the Buyer’s order.

5.5         Any settlement discount specified by the Seller in the Contract will be allowed by the Seller to the Buyer in respect of Goods for which payment is received by the Seller on or before the due date and otherwise in accordance with the payment terms set out in these Terms and Conditions and provided that no other amounts owing by the Buyer to the Seller are overdue and unpaid.

5.6         Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are inclusive of the Seller’s charges for packaging and transport.

5.7         The price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.

  1. Payment

6.1         Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

6.2         The Buyer shall pay the price of the Goods (less any discount or credit allowed by the Seller, but without any other deduction credit or set off) within 7 Business Days of the date of the Seller’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller in respect of the Contract.  Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer.  The time for the payment of the price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.

6.3         All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller.

6.4         The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller.  If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding sub-Clause 6.2 of these conditions, all amounts owing by the Buyer to the Seller shall be immediately payable in cash.

  1. Delivery

7.1         Delivery of the Goods shall be made by the Seller delivering the Goods to the place in the United Kingdom specified in the Buyer’s order and/or the Seller’s acceptance as the location to which the Goods are to be delivered by the Seller or, if no place of delivery is so specified, by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection.

7.2         The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing.  The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.

7.3         Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

7.4         If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1 risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.

  1. Inspection/Shortage

8.1         The Buyer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.

8.2         Where the Goods cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.

8.3         The Seller shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Clause 9 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to the Seller within 7 Business Days of delivery detailing the alleged damage or shortage.

8.4         In all cases where defects or shortages are complained of the Seller shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Seller before any use is made thereof or any alteration or modification is made thereto by the Buyer.

8.5         Subject to sub-Clauses 9.3 and 9.4, the Seller shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.

  1. Risk and Retention of Title

9.1         Risk of damage to or loss of the Goods shall pass to the Buyer at:

9.1.1     in the case of Goods to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer that the Goods are available for collection; or

9.1.2     in the case of Goods to be delivered otherwise than at the Seller’s premises, 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.

9.2         Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.

9.3         Sub-Clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and any other goods supplied by the Seller and the Buyer has repaid all moneys owed to the Seller, regardless of how such indebtedness arose.

9.4         Until payment has been made to the Seller in accordance with these Conditions and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.

9.5         In the event that the Buyer sells or transfers the Goods to a third party before legal and beneficial title has passed to him under these Terms and Conditions, the proceeds of the sub-sale or transfer (or such proportion as is due to the Seller) shall be held by the Buyer on behalf of the Seller. The Buyer shall ensure that such moneys are held separately from, and are in no way mixed with, any other moneys or funds, and that all moneys held on the Seller’s behalf are identified as such.

9.6         The Seller may, in accordance with the provisions of the Companies Act 2006, register any charge created by these Conditions.

9.7         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 money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

9.8         The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 10.4.

9.9         The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if;

9.9.1     the Buyer commits or permits any material breach of his obligations under these Conditions;

9.9.2     the Buyer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;

9.9.3     the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

9.9.4     the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.

  1. Assignment

10.1       The Seller may assign the Contract or any part of it to any person, firm or company without the prior written consent of the Buyer.

10.2       The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

  1. Defective Goods

11.1       If on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Buyer gives written notice of such defect to the Seller within 14 Business Days of such delivery, the Seller shall at its option:

11.1.1   replace the defective Goods within 14 Business Days of receiving the Buyer’s notice; or

11.1.2   refund to the Buyer the price for those Goods (or parts thereof, as appropriate) which are defective;

but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice give by the Buyer as set out above.

11.2       No Goods may be returned to the Seller without the prior agreement in writing of the Seller.  Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of such defective Goods but the Seller shall have no further liability to the Buyer.

11.3       If the Buyer purchases any Goods within six months of the launch of such goods the Buyer shall have the right to return the Goods or any part of such order within 2 months of delivery, provided always that the Buyer exercising such right shall:

11.3.1   return such goods at his risk and cost; and

11.3.2   indemnify the Seller against any cost incurred by the Seller in rectifying any deterioration of the Goods caused by incorrect storage or use while in the Buyer’s possession.

11.4       The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Seller’s prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.

11.5       Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

11.6       Except in respect of death or personal injury caused by the Seller’s negligence, or as expressly provided in these Terms and Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.

11.7       The Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.

  1. Buyer’s Default

12.1       If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

12.1.1   cancel the order or suspend any further deliveries to the Buyer;

12.1.2   appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

12.2       This condition applies if:

12.2.1   the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

12.2.2   the Buyer becomes subject to an administration order enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;

12.2.3   an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;

12.2.4   the Buyer ceases, or threatens to cease, to carry on business; or

12.2.5   the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

12.3       If sub-Clause 13.2 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 further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

  1. Limitation of Liability

13.1       Subject to condition 7, condition 8 and condition 13, the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:

13.1.1   any breach of these conditions;

13.1.2   any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and

13.1.3   any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

13.2       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.

13.3       Nothing in these Terms and Conditions excludes or limits the liability of the Seller:

13.3.1   for death or personal injury caused by the Seller’s negligence;

13.3.2   for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or

13.3.3   for fraud or fraudulent misrepresentation.

13.4       Subject to sub-Clauses 14.2 and 14.3:

13.4.1   the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and

13.4.2   the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

  1. Confidentiality, Publications and Endorsements

14.1       The Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default;

14.2       The Buyer will not use, authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises, note paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its licensor;

14.3       The Buyer will use its reasonable endeavours to ensure compliance with this Clause 15 by its employees, servants and agents.

14.4       The provisions of this Clause 15 shall survive the termination of the Contract.

  1. Communications

15.1       All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

15.2       Notices shall be deemed to have been duly given:

15.2.1   when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or

15.2.2   when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

15.2.3   on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

15.2.4   on the tenth business day following mailing, if mailed by airmail, postage prepaid.

15.3       All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

  1. Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

  1. Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

  1. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

  1. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

  1. Law and Jurisdiction

20.1       These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

20.2       Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.