Terms and Conditions for the Sale of Goods

BUSINESS TO CONSUMER - ONLINE TERMS AND CONDITIONS BETWEEN FOR THE SALE OF GOODS, SERVICES AND DIGITAL SERVICES

1. General terms and conditions

1.1. This website is owned and operated by Poodle Collective Ltd of 12 Granary Wharf Business Park, Wetmore Road, Burton-On-Trent, Staffordshire, United Kingdom, DE14 1DU. If you have any queries about these terms and conditions or if you have any comments or complaints on or about our website, you can contact us at info@poodlecollective.com or by telephone 07304 350142.

1.2. These are the terms and conditions on which we supply products to you, whether these are goods, services, or digital content.

1.3. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.

1.4. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.

1.5. All rights, including copyright, in this site are owned by or licensed to Poodle Collective Ltd. Any use of this website or its contents, including copying or storing it or them in whole or part, other than for your own personal, non-commercial use, is prohibited without our permission. You may not modify, distribute, or repost anything on this website for any purpose.

1.6. We try to ensure that this site is free from viruses or defects. However, we cannot guarantee that your use of this website or any websites accessible through it will not cause damage to your computer. It is your responsibility to ensure that the right equipment is available to use the website. Except in the case of negligence on our part, we will not be liable to any person for any loss or damage which may arise to computer equipment as a result of using this website.

1.7. When we use the words "writing" or "written" in these terms, this includes emails.

1.8. When we use the words “product” or “products” this includes goods and/or services and/or digital content as appropriate.

2. Our contract with you

2.1. To enable us to process your order, you will need to provide us with your e-mail address. We will notify you by e-mail as soon as possible to confirm receipt of your order and to confirm details. For the avoidance of doubt, this correspondence does not constitute a contract between us.

2.2. For services and digital content: Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.

2.3. For goods: We must receive payment of the whole of the price for the goods that you order before your order can be accepted. Payment of the price for the goods represents an offer on your part to purchase the goods, which will be accepted by us only when the goods are dispatched. Only at this point is a legally binding contract created between us.

2.4. Where we supply goods together with installation or other services, the supply of goods and the supply of services form separate parts of the same contract. Your rights to cancel or obtain refunds differ with regard to the goods and the services, as explained in clause 8. The contract for the services is separate from, and may be formed earlier than, the contract for the goods.

2.5. If we are unable to accept your order, we will inform you of this and will not charge you for the products. This might be because products are out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the products, or because we are unable to meet a delivery deadline you have specified.

2.6. Where the reason we are unable to accept your order is that goods are out of stock, we may offer you the option to wait until the item becomes available again or to cancel your order.

2.7. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.

2.8. We have taken care in the preparation of the content of this website, in particular to ensure that prices quoted are correct at the time of publishing and that the products have been described accurately. However, orders will only be processed if there are no material errors in the description of the products or its price(s) as advertised on this website. Any weights, dimensions and capacities given about goods are approximate only.

2.9. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your products may vary slightly from those images.

2.10. If we are making the products to measurements you have given us you are responsible for ensuring that these measurements are correct. You can find information and tips on how to measure on our website or by contacting us.

2.11. You are able to correct errors on your order up to the point on which you click on “submit” during the ordering process.

2.12. We will provide you with confirmation of the contract, including all information required by law, on a durable medium after the contract is made.

3. Your rights to make changes

If you wish to make a change to the products you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the products, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract in accordance with clause 8 if you are in time to do so.

4. Our rights to make changes

4.1. We may change the products to reflect changes in relevant laws and regulatory requirements and to implement minor technical adjustments and improvements. These changes will not affect your use of the products.

4.2. In addition, we may make changes to these terms or the products, but if we do so we will notify you and you may then contact us to end the contract before the changes take effect and receive a refund for any part of the products paid for but not received.

5. Price and payment

5.1. The price of the products (which includes VAT) will be the price set out in the Order or our acceptance of it. We take all reasonable care to ensure that the price of the products advised to you is correct. However please see clause 5.3. for what happens if we discover an error in the price of the products you order.

5.2. If the rate of VAT changes between your order date and the date we supply the products, we will adjust the rate of VAT that you pay, unless you have already paid for the products in full before the change in the rate of VAT takes effect.

5.3. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the products’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the products’ correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.

5.4. We accept payment with Visa, Mastercard, Discover, American Express, JCB.

5.5. When you must pay depends on what products you are buying:

5.5.1. For goods: We will take payment upon receipt of your order from your credit or debit card.

5.5.2. For services: You must make an advance payment of 50% of the price of the services, before we start providing them. We will invoice you for the balance of the price of the services when we have completed them. You must pay each invoice within 30 calendar days after the date of the invoice.

5.5.3. For digital content: We will take payment upon receipt of your order from your credit or debit card.

5.6. We accept no liability if a delivery is delayed because you did not give us the correct payment details. If it is not possible to obtain full payment for the products from you, then we can refuse to process your order and/or suspend any further deliveries to you. This does not affect any other rights we may have.

5.7. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of

the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

5.8. Where it is not possible to accept your order to buy products of the specification and description at the price indicated, we will advise you by email, and offer to sell you the products of the specification and description at the price stated in the email and will state in the email the period for which the offer or the price remains valid.

5.9. Where installation or other services are offered with any goods, the price of the goods and the price of the services will be shown separately during the order process or otherwise agreed with you.

5.10. If you think an invoice is wrong please contact us promptly to let us know.

6. Providing the products

6.1. The costs of delivery (where appropriate) and installation (where appropriate) will be as displayed to you on our website.

6.2. During the order process we will let you know when we will provide the products to you. We will aim to deliver the products by any date quoted for delivery/commencement/completion but delivery/commencement/completion times are not guaranteed and therefore time is not of the essence.

6.3. For goods: We will deliver them to you as soon as reasonably possible. We will contact you with an estimated delivery date. In any event, unless we agree otherwise, we will aim to deliver the goods within 30 days of accepting your order. If delivery is delayed beyond this time, you may ask us to deliver at a later agreed date or cancel the contract and receive a full refund.

6.4. If the products are ongoing services or a subscription to receive goods or digital content, we will supply the services, goods or digital content to you until either the services are completed or the subscription expires (if applicable) or we end the contract by written notice to you as described in clause 10.

6.5. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.

6.6. If you have asked to collect the goods from our premises, you can collect them from us at any time during our working hours of on weekdays (excluding public holidays) .

6.7. If no one is available at your address to take delivery and the goods cannot be posted through your letterbox, we will leave you a note informing you of how to rearrange delivery .

6.8. If you do not collect the goods from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10 will apply.

6.9. If you do not allow us access to your property to perform the services as arranged, including installation of any goods (and you do not have a good reason for this), we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the contract and clause 10 will apply.

6.10. You have legal rights if we deliver any goods late. If we miss the delivery deadline for any goods then you may treat the contract as at an end straight away if any of the following apply:

6.10.1. We have refused to deliver the goods;

6.10.2. Delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or

6.10.3. You told us before the goods were dispatched that delivery within the delivery deadline was essential.

6.11. If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 6.10, you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.

6.12. If you do choose to treat the contract as at an end for late delivery under clauses

6.10 or 6.11, you can cancel your order for any of the goods or reject goods that have been delivered. If you wish, you can reject or cancel the order for some of those goods (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for the cancelled goods and their delivery. If the goods have been delivered to you, you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 07304 350142 or email us at info@poodlecollective.com for a return label or to arrange a collection.

6.13. We may need certain information from you so that we can supply the products to you. If so, we will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 10 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

6.14. We may have to suspend the supply of the products to:

6.14.1. Deal with technical problems or make minor technical changes;

6.14.2. Update the products to reflect changes in relevant laws and regulatory requirements;

6.14.3. Make changes to the products as requested by you or notified by us to you (see clauses 3 and 4).

6.15. We will contact you in advance to tell you we will be suspending supply of the products, unless the problem is urgent or an emergency. If we have to suspend the products for longer than 3 months you may contact us to end the contract for the products and we will refund any sums you have paid in advance for the products in respect of the period after you end the contract.

6.16. If you do not pay us for the products when you are supposed to (see clause 5.5) and you still do not make payment within 30 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. As well as suspending the products we can also charge you interest on your overdue payments (see clause 5.7).

7. Risk and ownership

7.1. Goods remain at our risk until they are delivered into your physical possession. Once the goods have been delivered to you, they will be at your risk.

7.2. If you choose to use your own carrier or courier which we have not offered, the goods will be at your risk from the time they are handed to that carrier.

7.3. Ownership of the goods will pass to you when the goods are delivered to you.

8. Your cancellation rights

8.1. Under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 SI 2013/3134 you have the legal right to cancel your order (subject to the exceptions contained in clauses 8.2, 8.3 and 8.4) within 14 calendar days in accordance with the provisions set out in this clause.

8.2. The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 SI 2013/3134 do not apply if the services you have ordered are of a gambling, banking, credit, insurance, personal pension, investment, or payment nature.

8.3. In accordance with The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 SI 2013/3134 you cannot cancel your contract if the services you have ordered are passenger transport services, services (other than the supply of water, gas, electricity or heating) for which the price is dependent on fluctuations in the financial market, urgent repairs or maintenance where you have specifically requested a visit, accommodation, transport of goods, vehicle rental services, catering or services related to leisure activities (if the contract provides for a specific date or period of performance).

8.4. For most of our products bought online, you have a legal right to change your mind about your purchase and receive a refund of what you paid for it, including the delivery costs. This is subject to some exceptions when you can't change your mind including:

8.4.1. digital products, after you have started to download or stream these;

8.4.2. services, once these have been completed;

8.4.3. products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;

8.4.4. sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them;

8.4.5. goods that are made to your specifications or are clearly personalised; and

8.4.6. goods which become mixed inseparably with other items after their delivery.

8.5. If you change your mind about products you must let us know no later than 14 days after:

8.5.1. the day we deliver your products, if they are goods. If the goods are for regular delivery (for example, a subscription), you can only change your mind after the first delivery. If the goods are split into several deliveries over different days, the period runs from the day after the last delivery.

8.5.2. the day we confirm we have accepted your order, if it is for a service.

8.5.3. the day we confirm we have accepted your order, if it is for digital content for download or streaming , although you can't change your mind about digital content once we have started providing it.

8.6. We only refund standard delivery costs. For example, we don't refund any extra you have paid for express delivery or delivery at a particular time.

8.7. Where your order includes installation of goods, other services, or digital content, you may cancel the installation, services or digital content within 14 days starting on the day after the contract for the installation, services or digital content is made (the Services Cancellation Period), unless the installation or services have been completed or the digital content has begun.

8.7.1. If you ask us to begin the installation, services or digital content within the Services Cancellation Period, we require you to make an express request. You acknowledge that you will lose your right to cancel once the installation or services have been fully performed or the digital content has begun.

8.7.2. Your right to cancel continues until the end of the Services Cancellation Period, or until completion of the services or commencement of the digital content (whichever occurs first). If you cancel during the Services Cancellation Period, we may charge you a reasonable amount for any installation, services or digital content provided up to the point when we receive your cancellation notice, and will provide a partial and proportionate refund accordingly.

8.7.3. Where your order includes goods and installation or other services, this clause 8.7 applies separately to the provisions regarding goods.

8.8. We reduce your refund if you have used or damaged products. If you handle the products in a way which would not be acceptable in-store, we reduce your refund, to compensate us for its reduced value. For example, we reduce your refund if the products’ condition is not "as new", price tags have been removed, the products’ packaging is damaged or accessories are missing. In some cases, because of the way you have treated the products, no refund may be due.

9. How to cancel

9.1. To let us know you want to change your mind, contact our Customer Service Team at info@poodlecollective.com or by telephone on 07304 350142.

9.2. You have to return the products at your own cost. If your products are goods, you have to return it to us within 14 days of your telling us you have changed your mind. Returns are at your own cost, unless we offer free returns when you bought the goods. You can:

9.2.1. bring the products to our address or by contacting our Customer Service Team. You will need proof of purchase and the card you paid with.

9.2.2. send the products back to us using an established delivery service. If you do this you should keep a receipt or other evidence from the delivery service that proves you have sent it and when you sent it. If you don’t do this and we don’t receive the goods at all or within a reasonable time we won't refund you the price.

9.3. If your products are a service, digital content or goods that haven't yet been dispatched or that we're collecting from you, we will refund you as soon as possible and within 14 days of you telling us you've changed your mind. If your products are goods that you're sending back to us, we will refund you within 14 days of receiving them back from you (or receiving evidence you've sent them to us). We will refund you by the method you used for payment. We don't charge a fee for the refund.

9.4. For help with returns, including our collection arrangements for goods which can't be posted, contact our Customer Service Team at info@poodlecollective.com.

10. Our rights to end the contract

10.1. We may end the contract for products at any time by writing to you if:

10.1.1. You do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;

10.1.2. You do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products;

10.1.3. You do not, within a reasonable time, allow us to deliver the products to you or collect them from us; or

10.1.4. You do not, within a reasonable time, allow us access to your premises to supply the services.

10.2. If we end the contract in the situations set out in clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

10.3. We may write to you to let you know that we are going to stop providing the products. We will let you know at least 30 days in advance of our stopping the supply of the products and will refund any sums you have paid in advance for products which will not be provided.

11. If there is a problem with the products

11.1. If you think there is something wrong with your products, you must either bring it contact our Customer Service Team at info@poodlecollective.com. We honour our legal duty to provide you with products that are as described to you on our website and that meet all the requirements imposed by law.

11.2. If your products are goods, the Consumer Rights Act 2015 (the Act) says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your products your legal rights entitle you to the following:

11.2.1. Up to 30 days: if your goods are faulty, then you can get a refund.

11.2.2. Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.

11.2.3. Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.

11.3. If your products are services, the Act says:

11.3.1. You can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it.

11.3.2. If a price hasn't been agreed upfront, what you're asked to pay must be reasonable.

11.3.3. If a time hasn't been agreed upfront, it must be carried out within a reasonable time.

11.4. If your products are digital content, the Act says digital content must be as described, fit for purpose and of satisfactory quality:

11.4.1. If your digital content is faulty, you're entitled to a repair or a replacement.

11.4.2. If the fault can't be fixed, or if it hasn't been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back.

11.4.3. If you can show the fault has damaged your device and we haven't used reasonable care and skill, you may be entitled to a repair or compensation.

12. Our responsibility for loss or damage suffered by you

12.1. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill.

12.2. We do not accept liability if we are prevented or delayed from complying with our obligations set out in these terms and conditions by anything you (or anyone acting with your express or implied authority) does or fails to do, or is due to events which are beyond our reasonable control.

12.3. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products and for defective products under the Consumer Protection Act 1987.

12.4. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.

12.5. We only supply the products for domestic and private use. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

12.6. You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase goods from our website. The importation or exportation of certain of our goods to you may be prohibited by certain national laws. We make no representation and accept no liability in respect of the export or import of the goods you purchase.

13. How we may use your personal information

13.1. We will only use your personal information as set out in our privacy statement set out in Schedule 1.

13.2. We will only give your personal information to third parties where the law either requires or allows us to do so.

14. Other important terms

14.1. We may transfer our rights and obligations under these terms to another organisation.

14.2. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.

14.3. This contract is between you and us. No other person shall have any rights to enforce any of its terms.

14.4. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

14.5. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

14.6. Alternative dispute resolution is an optional process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. You can submit a complaint to an independent body.

15. Law, jurisdiction and language

These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

MODEL CANCELLATION FORM

Complete and return this form only if you wish to withdraw from the contract

To:

I/We hereby give notice that I/we cancel my/our contract of sale of the following goods/contract for the supply of the following services/contract for the following digital content:……………………………………………

Order made on/received on:……………………………………………

Name of consumer(s):……………………………………………

Address of consumer(s):......................................................

Signature of consumer(s):……………………………………………

Date: ……………………………………………

SCHEDULE 1

PRIVACY STATEMENT

How we use your personal information

We will process your personal information in accordance with applicable data protection law, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.

Personal information we collect

Depending on the nature of the goods, services and/or digital content we provide, we may collect personal information such as your name, contact details, payment details, delivery address, and information you provide when communicating with us.

How and why we use your personal information

We use your personal information where necessary to:

enter into and perform our contract with you, including providing goods, services and/or digital content;

process payments, refunds and cancellations;

communicate with you about your order or our contract;

manage complaints, returns and customer services; and

comply with our legal and regulatory obligations.

We will only process your personal information where we have a lawful basis to do so, including where processing is necessary for the performance of a contract, compliance with a legal obligation, or for our legitimate business interests.

Sharing your personal information

We may share your personal information with third parties where this is necessary to perform our contract with you (for example, payment providers, delivery companies, IT or hosting providers), where required by law, or where otherwise permitted under data protection law.

We require third parties who process personal information on our behalf to respect the security of your personal information and to treat it in accordance with the law.

International transfers

Where personal information is transferred outside the UK, we will ensure appropriate safeguards are in place in accordance with data protection law.

Data security and retention

We take appropriate technical and organisational measures to protect your personal information against unauthorised access, loss, misuse or disclosure.

We will only retain your personal information for as long as it is necessary for the purposes for which it was collected, including to comply with legal, accounting or reporting requirements.

Your rights

You have rights under data protection law in relation to your personal information, including the right to request access to, correction or deletion of your personal information, and to object to or restrict certain types of processing, subject to legal limits.

Cookies

Where our website uses cookies or similar technologies, these are used to distinguish you from other users, to enable website functionality and to help us improve our website.

Further information about the cookies we use, including details of any optional cookies and how you can control them, is set out in our Cookie Policy, available at:Cookie Policy

Further information

Further details about how we use your personal information, including how to exercise your rights, are set out in our Privacy Policy, available at: Privacy Policy

BUSINESS TO BUSINESS - TERMS AND CONDITIONS FOR THE SALE OF GOODS

THE BUYERS ATTENTION IS PARTICULARLY DRAWN TO CLAUSE 11

1. Definitions

2. Conditions

2.1. These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.

2.2. All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these Conditions.

2.3. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

2.3. Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.

3. Price

The Price shall be as set out in the order confirmation.

4. Payment and Interest

4.1. Payment of the Price and VAT shall be due within 30days of the date of the Seller’s invoice.

4.2. Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.

4.3. The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Seller.

5. Goods

5.1. The Goods are described in the Schedule.

5.2. The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or regulatory requirements.

6. Warranties

6.1. The Seller warrants that for a period of 30 days commencing on the date of delivery of the Goods (the 'Warranty Period'), the Goods shall:

6.1.1. conform with their description;

6.1.2. be of satisfactory quality with the meaning of the Sale of Goods Act 1979; and

6.1.3. be fit for any purpose held out by the Seller.

7. Delivery of the Goods

7.1. Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery or made available for collection by the Buyer at the Seller’s, or carrier's as the case may be, premises set out in the order. The Buyer will collect the Goods within the period specified in the order.

7.2. The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.

7.3. The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall accept the Goods delivered as part performance of the contract, and a pro-rata adjustment to the Price shall be made.

7.4. If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.

8. Acceptance of the Goods

8.1. The Buyer shall be deemed to have accepted the Goods 7 days after delivery to the Buyer.

8.2. The Buyer shall carry out a thorough inspection of the Goods within 5 working days and give notice in writing to the seller after discovering that some or all of the goods do not comply with the Warranty above, the Buyer must return the Goods to the Seller at the Buyer’s cost and the Seller shall, at its option, repair or replace any Goods that are defective, or refund the price of such defective Goods.

8.3. Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.

9. Title and risk

9.1. Risk shall pass on delivery of the Goods to the Buyer’s address or, as the case may be, collection by the Buyer.

9.2. Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.

9.3. Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at all times be identified as the property of the Seller.

9.4. The Seller may at any time before title passes and without any liability to the Buyer:

9.4.1. repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and

9.4.2. for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.

9.5. The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.

10. Carriage of Goods

Carriage will be chargeable on all sales under £50. This will be at the rate of your choosing at checkout (e.g. royal mail first class, tracked, etc)..

11. Limitation of Liability: THE BUYER’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

11.1. Nothing in these Conditions shall limit or exclude the Seller's liability for:

11.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

11.1.2. fraud or fraudulent misrepresentation;

11.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

11.1.4. defective products under the Consumer Protection Act 1987.

11.1.5. any matter in respect of which it would be unlawful for the Contractor to exclude or restrict liability.

11.2. Subject to clause 11.1:

11.2.1. the Seller shall under no circumstances whatever be liable to the Buyer, 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

11.2.2. the Seller's total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100.

11.3. After the Warranty Period, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

11.4. This clause 11 shall survive termination of the Contract.

12. Notices/Communications

12.1. Any notice or other communication given to a party under or in connection with this agreement 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, or e-mail.

12.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to time have notified for the purpose of this Clause; 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 ore-mail, one Business Day after transmission.

12.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13. Entire Agreement

13.1. This agreement 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.

13.2. 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 agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

14. Force Majeure

14.1. If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of prevention or delay shall continue;

14.2. For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party and inter alia including, but not limited to the following:

14.2.1. Strikes, lockouts or other industrial action;

14.2.2. Terrorism, civil commotion, riot, invasion, war threat or preparation for war;

14.2.3. Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;

14.2.4. Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and

14.2.5. Political interference with the normal operations.

15. Survival of Causes of Action

The termination of this Agreement however occurring shall not affect the rights and liabilities of the parties already accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of having effect after such termination.

16. Severability

If any provision of this Agreement 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 of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.

17. Waiver

A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.

18. Variation

18.1. No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised representatives).

18.2. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

18.2. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

19. Law and Jurisdiction

19.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

19.2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).