Terms and Conditions of Sale of Goods.
In this document the following words shall have the following meanings:
- 1.1 “Buyer” means the organisation or person who buys Goods from the Seller;
- 1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller;
- 1.3 “Delivery date” means the date specified by the Seller when the Goods are to be delivered;
- 1.4 “Goods” means the articles to be supplied to the Buyer by the Seller;
- 1.5 “Intellectual Property Rights” means all patents, registered and unregistered designs, copyright, trademarks, know-how and all other forms of intellectual property wherever in the world enforceable;
- 1.6 “Price” means the price set out in the list of prices of the Goods maintained by the Seller as amended from time to time or such other price as the parties may agree in writing plus such carriage, packing, insurance or other charges or interest on such as may be quoted by the Seller or as may apply in accordance with these conditions;
- 1.7 “Seller” All About Balance, 2A Dryden Way, Liphook, Hampshire, GU30 7QB
- 2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may seek to apply under any purchase order, order confirmation or similar document.
- 2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions.
- 2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
- 2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties including without limitation as to discounts) shall be inapplicable unless agreed in writing by the Seller.
- 2.5 Any advice, recommendation or representation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods or otherwise which is not confirmed in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and, accordingly, the Seller shall not be liable for any such advice, recommendation or representation which is not so confirmed.
- 2.6 Nothing in these Conditions shall affect the statutory rights of any Buyer dealing as a consumer.
3. Price and Payment
- 3.1 Payment of the Price is payment in full at time of order via The Sellers on line Shop using credit or debit card. If agreed with The Seller the Buyer may pay by Bank Transfer at time of order, accepting that dispatch will only take place after clearing of funds.
- 4.1 Any description given or applied to the Goods is given by way of identification only and the use of such description shall not constitute a sale by description. For the avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on any description when entering into the contract.
- 5.1 Where a sample of the Goods is shown to and inspected by the Buyer, the parties hereto accept that such a sample is so shown and inspected for the sole purpose of enabling the Buyer to judge for itself the quality of the item, and not so far as to constitute a sale by sample.
- 6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by the Buyer on the date specified by the Seller, or The Sellers appointed delivery company. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
- 6.2 The date of delivery specified by The Seller, or it’s appointed delivery company is an estimate only. Time for delivery shall not be of the essence of the contract and while every reasonable effort will be made to comply with such dates compliance is not guaranteed and the Buyer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery date stated.
- 6.3 The Seller shall be entitled to deliver the Goods by instalments and where the Goods are so delivered, 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 Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat any other related contract as repudiated.
- 7.1 The Seller is a distributor of goods and the Buyer is exclusively responsible for detailing the specification of the Goods, for ascertaining the use to which they will be put and for determining their ability to function for that purpose.
- 7.2 The Buyer is required to check Goods upon delivery and shall be deemed to have accepted the Goods 3 days after delivery to the Buyer. Accordingly, no claim for defect, damage or quality will be entertained (without prejudice to the Seller’s other rights pursuant to these Conditions) unless written notice to email@example.com together with all supporting evidence is received by the Seller within 7 days of delivery. After acceptance the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
- 7.3 The Buyer shall not remove or otherwise interfere with the marks or numbers on the Goods.
8. Risk and Title
- 8.1 Risk of damage or loss of the Goods shall pass to the Buyer at the time of delivery.
- 9.1 Where the Goods are found to be defective, the Seller shall, replace defective Goods free of charge within the manufacturer’s warranty period if acceptable from the date of delivery, subject to the following conditions;
- 9.1.1. the Buyer notifying the Seller in writing by email to firstname.lastname@example.org immediately upon the defect becoming apparent;
- 9.1.2. the defect being due to faulty design, materials or workmanship;
- 9.2 Any Goods to be repaired or replaced shall be returned to the Seller at the Buyer’s expense, if so requested by the Seller.
- 9.3 Where the Goods have been manufactured and supplied to the Seller by a third party, any warranty granted to the Seller in respect of the Goods shall be passed on to the Buyer and the Buyer shall have no other remedy against the Seller. The Seller will endeavour to transfer to you the benefit of any warranty or guarantee given to it in relation to the Goods, however, we shall not be liable for Goods’ failure to comply with the warranty set out in conditions stated by the manufacturer of those Goods.
- 9.4 The Seller shall be entitled in its absolute discretion to refund the Price of the defective Goods.
- 9.5 The remedies contained in this Clause are without prejudice and subject to the other Conditions herein, including, but without limitation, to conditions 10, 11 and 12 below.
10. Returns, Refunds, and Cancellations
- 10.1 Return of the Goods for reasons deemed acceptable at the Sellers discretion and as stated within these terms and conditions, should be made to the Seller at All About Balance, 2a Dryden Way, Liphook, Hampshire,GU30 7QB.
- 10.2 The Buyer may cancel the order for the Goods in accordance with their rights under the Distance Selling Regulations. Under the Distance Selling Regulations the Buyer has a right to cancel the order for any Goods purchased on the Sellers website within 7 days of receipt of the Goods, and be entitled to a refund (excluding carriage charges). To cancel, the Buyer must contact the Seller within 7 days of delivery of the Goods, quoting full details on the returns form provided at delivery. The Buyer must take all reasonable care of the Goods and must not use them. All Goods must be returned unopened and in ‘as new’ condition. We unconditionally reserve the right to deny refund if the goods are not returned in ‘as new’ condition.
- 10.3 In the event of cancellation prior to the Goods being dispatched, the Seller will arrange for a full refund to the card used by the Buyer to purchase the Goods. If the Goods have been dispatched, the Buyer will be refunded for the Goods but charged for the cost of carriage on the delivery and return.
- 11.1 No liability of any nature shall be incurred or accepted by the Seller in respect of any representation made by the Seller, or on its behalf, to the Buyer, or to any party acting on its behalf, prior to the making of this contract where such representations were made or given in relation to the correspondence of the Goods with any description.
- 11.2 Except where the Buyer deals as a consumer all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are hereby excluded from the contract to the fullest extent permitted by law.
- 11.3 For the avoidance of doubt the Seller will not accept any claim for consequential or financial loss of any kind however caused.
12. Limitation of Liability
- 12.1 Where any court or arbitrator determines that any part of Clause 10 above is, for whatever reason, unenforceable, the Seller shall be liable for all loss or damage suffered by the Buyer but in an amount not exceeding the Price of the product.
- 12.2 Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the Seller for death or personal injury as a result of the Seller’s negligence or that of its employees or agents.
13. Intellectual Property Rights
- 13.1 Where any Goods supplied by us embody, include or contain computer program(s) and/or related documentation the copyright in which is owned by a third party, all rights and liabilities associated with the use and/or reproduction thereof will be subject to the terms of the applicable end user licence, to the exclusion of all liabilities and obligations on our part.
- 13.2 The Buyer will indemnify us against all liabilities for infringement of third party intellectual property rights arising from our compliance with the Buyer’s specific requirements regarding design or specification for the Goods or arising from the use of the Goods in combination with other products.
- 13.3 In the event that all the Goods or the use thereof (subject as aforesaid) are held to constitute an infringement of any intellectual property rights and the use is thereby prevented, the will at its own expense and option either procure for the Buyer the right to continue using the Goods or replace the same with a non-infringing product, or modify the Goods so that they become non-infringing, or may elect to retake possession of the Goods and refund the Price. Subject to the foregoing, the Seller shall be under no liability to the Buyer for any loss, damage or enquiry, whether direct or indirect, resulting from any intellectual property right infringement of the Goods.
- 13.4 All Intellectual Property Rights produced from or arising as a result of the performance of any contract shall, so far as not already vested, become the absolute property of the Seller, and the Buyer shall do all that is reasonably necessary to ensure that such rights vest in the Seller by the execution of appropriate instruments or the making of agreements with third parties.
14. Force Majeure
- 14.1 The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Seller shall be entitled to a reasonable extension of its obligations. If the delay persists for such time as the Seller considers unreasonable, it may without liability on its part, terminate the contract or any part of it.
15. Relationship of Parties
- 15.1 Nothing contained in these Conditions shall be construed as establishing or implying any partnership or joint venture between the parties and nothing in these Conditions shall be deemed to construe either of the parties as the agent of the other.
16. Assignment and Sub-Contracting
- 16.1 The contract between the Buyer and Seller for the sale of Goods shall not be assigned or transferred.
- 17.1 The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this Agreement.
- 18.1 If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
19. Entire Agreement
- 19.1 These Conditions and any documents incorporating them or incorporated by them constitute the entire agreement and understanding between the parties.
20. Governing Law and Jurisdiction
- 20.1 This Agreement shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusion jurisdiction of the English courts.