TERMS AND CONDITIONS OF SALE – HOLLAH PRESERVING LTD
This page (together with the documents expressly referred to on it) tells you information about us and the legal terms and conditions (Terms) on which we sell any of the products (Products) to you.
These Terms will apply to any contract between us for the sale of Products to you (Contract) as will the terms of the credit account application (Application) you sign when opening an account with us, where you are a business customer. Please read these Terms carefully and make sure that you understand them, before ordering any Products from us. Please note that before placing an order online, signing an Order Form or signing an Application, you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our sites. If ordering the Products online, please click on the button marked “I Accept” prior to placing your order if you accept them.
Where you are a business customer, nothing in these Terms, our price lists or sites shall constitute an offer. Likewise, any quotation given by us shall not constitute an offer, and is only valid for a period of 30 Business Days from its date of issue.
You should print a copy of these Terms or save them to your computer for future reference. These Terms, and any Contract between us, are only in the English language. We amend these Terms from time to time as set out in clause 8. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated in January 2016.
If there is any conflict, inconsistency or ambiguity between the terms set out on this page, and any of the documents referred to on it, the terms set out on this page shall take precedence to the extent of any conflict, ambiguity or inconsistency.
1. INFORMATION ABOUT US
1.1 We operate the websites http://www.hollahpreserving.com/ (our sites). We are Hollah Preserving Ltd, a company registered in Northern Ireland under company number NI626713 with our registered office at 50 Glebe Gardens, Moira, Craigavon, County Armagh, BT67 0TU.
1.2 Certain clauses within these Terms apply only if you are an individual acting for purposes which are wholly or mainly outside your trade, business, craft or profession, and are based in within the European Community, i.e. where you are a “consumer”. If you are not a “consumer” (as defined above), the clauses within these Terms which are stated to apply only to any “business” shall apply to the Contract between you and us to the extent possible under Northern Irish law and the mandatory laws of the jurisdiction within which you are domiciled or registered.
2. OUR PRODUCTS
2.1 The images of the Products on our sites and other advertising material are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Products. Your Products may vary from those images.
2.2 The packaging of the Products may vary from that shown on images on our sites, and we reserve the right to update our packaging from time to time.
2.3 All Products shown on our sites are subject to availability. We will inform you by e-mail as soon as possible if the Product you have ordered is not available and we will not process your order if made.
3. HOW WE USE YOUR PERSONAL INFORMATION
4. IF YOU ARE A CONSUMER
This clause 5 only applies if you are a consumer.
4.1 If you are a consumer, you may only purchase Products from our sites if you are at least 18 years old.
4.2 We intend to rely upon these Terms and any document expressly referred to in them in relation to the Contract between you and us. While we accept responsibility for statements and representations made by our duly authorised agents, please make sure you ask for any variations from these Terms to be confirmed in writing.
5. IF YOU ARE A BUSINESS CUSTOMER
This clause 6 only applies if you are a business.
5.1 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our sites to purchase Products, or on whose behalf you sign an Application.
5.2 These Terms and any document expressly referred to in them constitute the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. They shall apply to the Contract between you and us to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5.3 You acknowledge that in entering into the Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in them.
5.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
6. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
6.1 If you purchase online, our shopping pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
6.2 If you are a business, you may also make an order by completing a purchase order and submitting it to us by emailing email@example.com. Please take the time to read and check your Order before submitting it. Please note that you cannot purchase the Products via telephone and Orders may only be placed by email or online, as outlined in this clause and clause 7.1 above.
6.3 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 7.4.
6.4 We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
6.5 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available, because we cannot meet your requested delivery date, or because of an error in the price on our sites or otherwise provided to you as referred to in clause 12.6, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
6.6 Please note that you cannot purchase the Products via telephone and only online sales are available.
7. OUR RIGHT TO VARY THESE TERMS
7.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
7.2 Every time you order Products from us, the Terms in force at the time of your order will apply to the Contract between you and us.
7.3 We may revise these Terms as they apply to your order from time to time to reflect the following circumstances: (a) changes in relevant laws and regulatory requirements; and (b) for other necessary reasons.
7.4 If we have to revise these Terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Products or just the Products you have yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.
8. YOUR CONSUMER RIGHT OF REFUND
This clause 9 only applies if you are a consumer.
8.1 Please note that as the Products we supply are perishable, you have no legal right to cancel a Contract once the Products have been dispatched.
8.2 If you wish to cancel a Contract before the Products have been dispatched, you just need to let us know that you have decided to cancel. The easiest way to do this is to e-mail us at firstname.lastname@example.org, providing details of your order, including your order number, name, address, email address and phone number, to help us to identify it. If you send us your cancellation notice by e-mail, then your cancellation is effective from the date you send us the e-mail. For example, you will have given us notice in time as long as you e-mail us before midnight on that day.
8.3 If you cancel your Contract we will: (a) refund you the price you paid for the Products (b) refund any delivery costs you have paid; (c) make any refunds due to you as soon as possible and in any event within the deadlines indicated below.
8.4 If you have returned the Products to us under this clause 9 because they are defective or mis-described, we will refund the price of the Products in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the item to us, provided that we are satisfied that the Products were defective when dispatched by us.
8.5 Please see our Returns Policy for our returns address, printable returns labels and information about the methods of return we accept.
8.6 We will refund you on the credit card, debit card or online payment account used by you to pay. If you used vouchers to pay for the Product we may refund you in vouchers.
8.7 As a consumer, you have legal rights in relation to Products that are faulty or not as described. These legal rights are not affected by your right of return and refund in this clause 9 or anything else in these Terms.
9.1 We shall ensure that: (a) each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers, the type and quantity of the Products (including the code number of the Products, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered; and (b) if we require you to return any packaging materials to us, that fact shall be clearly stated on the delivery note. You shall make any such packaging materials available for collection at such times as we shall reasonably request. Returns of packaging materials shall be at our expense.
9.2 Where you are a business, we may deliver by instalments, which shall be invoiced and paid for separately and each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
9.3 Estimated delivery dates are set out in our Delivery Policy. Delivery dates are estimates only, and are based on next day delivery for all orders placed with us before 12.00pm (BST). Occasionally our delivery to you may be affected by an Event Outside Our Control. If we are unable to meet the estimated delivery date because of an Event Outside Our Control, we will contact you with a revised estimated delivery date. We shall not be liable for any delay in delivery of the Products that is caused by such an Event Outside Our Control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
9.4 If no one is available at your address to take delivery, we will leave you a note that the Products have been returned to our premises, in which case, please contact us to rearrange delivery. Please note that, if you are a business, we reserve the right to charge you a reasonable amount for storage of the Products at our premises where you fail to accept delivery. Where you are a business, it is your responsibility to offload all goods from transport vehicles.
9.5 Delivery of an Order shall be completed when we deliver the Products to the address you gave us and, if you are a consumer, the Products will be your responsibility from that time. If you are a business, responsibility for (and risk in) the Products shall pass to you from the moment we dispatch them from our premises.
9.6 If (and only if) you are a business, and you prefer to arrange for the Products to be collected from our premises by your own carrier delivery shall be deemed to have taken place at the moment the Products are collected from our premises by the carrier and the other clauses of the Contract will be construed accordingly. In this case no further delivery or insurance charges shall be made to you.
9.7 You own the Products once we have received payment in full, including all applicable delivery charges. If you are a business customer, until ownership to the Products has passed to you, you shall: (a) hold the Products on a fiduciary basis as our bailee); (b) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery (on request you shall produce the policy of insurance to us); (c) notify us immediately if you become subject to any of the events listed in clause 19.2; and (d) give us such information relating to the Products as we may require from time to time. However, if you resell the Products before that time: (a) you do so as principal and not as our agent; and (b) title to the Products shall pass from us to you immediately before the time at which resale by you occurs. If, before title to the Products passes to you, you become subject to any of the events listed in clause 19.2, fail to observe or perform any of your obligations under any Contract between us, then, without limiting any other right or remedy we may have: (a) your right to resell the Products ceases immediately; and (b) we may at any time: (i) require you to deliver up all Products in your possession which have not been resold; and (ii) if you fail to do so promptly, enter any of the premises where the Products are stored in order to recover them. For the avoidance of doubt, we shall also be entitled to recover payment for the Products notwithstanding that legal and beneficial ownership and title of any Products has not passed from us.
Clause 10.8 and 10.9 only apply if you are a consumer.
9.8 If we miss the delivery deadline for any Products then you may cancel your Order straight away if any of the following apply: (a) we have refused to deliver the Products; (b) delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or (c) you told us before we accepted your order that delivery within the delivery deadline was essential.
9.9 If you do not wish to cancel your order straight away, or do not have the right to do so under clause 10.8, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your Order if we do not meet the new deadline.
9.10 If you do choose to cancel your Order for late delivery under clause 10.8 or clause 10.9, you can do so for just some of the Products or all of them, unless splitting them up would significantly reduce their value. If the Products have been delivered to you, you will have to return them to us or allow us to collect them, and we will pay the costs of this. After you cancel your Order we will refund any sums you have paid to us for the cancelled Products and their delivery.
9.11 Where you are a business, time for delivery shall not be of the essence of the Contract and our liability for failure to deliver the Products shall be limited to refunding you any price paid for the Products, plus any additional charges raised by us and paid by you in respect of your Order.
9.12 We only supply the Products for consumption by your business or for retail sale directly to consumers, and you agree not to use the Product for the purposes of wholesale to any other business.
10. INTERNATIONAL DELIVERY
10.1 We deliver to the countries specified in our Delivery Policy. Please review this carefully before ordering Products.
10.2 If you order Products from our sites for delivery to any international delivery destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
10.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
10.4 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law. We cannot guarantee that the Products are compliant with the applicable laws and regulations of the country for which the Products are destined, and cannot accept any responsibility where the Products are in breach of any such laws.
10.5 Where you are a business, any delivery shall be made ex works our premises in accordance with Incoterms® 2010, unless we have specifically agreed otherwise.
11. PRICE OF PRODUCTS AND DELIVERY CHARGES
11.1 The prices of the Products will be the price set out in the Order, or, if no price is quoted, the price set out in our published price list in force as at the date of delivery. We take reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system. However, please see clause 12.6 for what happens if we discover an error in the price of Products you have ordered.
11.2 Where you are a business (only) we may, by giving notice to you at any time up to 5 Business Days before delivery, increase the price of the Products set out in any Order to reflect any increase in the cost of the Products that is due to: (a) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, ingredients and other manufacturing costs); (b) any request by you to change the delivery date(s), quantities or types of Products ordered; or (c) any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions.
11.3 Prices for our Products may change from time to time, but changes will not affect any order you have already placed.
11.4 The price of a Product excludes VAT (which is typically not chargeable on our Products).
11.5 The price of a Product does not include delivery charges, the costs of any non-standard Product packaging, or the costs of insuring the Products while in transit. These costs will be as advised to you during the check-out process, before you confirm your order, where you order online.
11.6 Our sites contain a number of Products. It is always possible that, despite our reasonable efforts, some of the Products on our sites may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price.
12. HOW TO PAY
12.1 You can only pay online for Products using PayPal. Where you are a business customer ordering Products otherwise, You can also pay by direct bank transfer to an account nominated by us in writing.
12.2 Payment for the Products and all applicable delivery charges is in advance where ordered through our sites. Otherwise, where you are a business, we will normally invoice you for the Products on or at any time after the completion of delivery, unless we have specifically agreed otherwise with you in any Application or Order Form.
Clauses 13.3 to 13.6 below only apply where you are a business customer
12.3 You shall pay the invoice in full and in cleared funds within 20 Business Days of the date of the invoice, or such other period as may be agreed in writing between us, including in any Application or Order Form. Payment shall be made to the bank account nominated in writing by us. Time of payment is of the essence.
12.4 If you fail to make any payment due to us under the Contract by the due date for payment, then you shall, without prejudice to our other rights or remedies, pay interest on the overdue amount at the rate of 10% per month above HSBC Bank Plc’s base rate of lending from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
12.5 In the event that we shall employ a professional debt collection agency or attorney to collect any monies due to us (whether or not a demand wherefore shall have previously been made) the full costs incurred by us in doing so shall be paid by you to us and be due 30 days after we shall have made a written demand therefore, interest shall be payable at the rate mentioned in clause 13.4 on such sums as are not paid by the due date.
12.6 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by us to you.
13. INTELLECTUAL PROPERTY
13.1 This clause 14 only applies if you are a business customer
13.2 Hollah ® is a registered trade mark of Hollah Preserving Ltd registered in the UK. That trade mark, and any further logos, trade marks or trade names that we may, in writing, permit you to use in respect of the Products shall be known as the Trade Marks.
13.3 We hereby grant to you the limited, non-exclusive right, which is revocable at will, in the territory in which you do business (Territory), to use the Trade Marks in the promotion, advertisement and sale of the Products. You acknowledge and agree that all rights in the Trade Marks shall remain ours, and that you have and will acquire no right to them, except the right to use them as expressly provided in these Terms
13.4 You shall market and sell the Products only under the Trade Marks, and not in association with any other trade mark, brand or trade name, except as otherwise permitted by us. You shall ensure that the appropriate Trade Marks shall appear on all Products, containers and advertisements for the Products, followed by the symbol ®.
13.5 All representations of the Trade Marks that you intend to use shall be submitted to us for written approval before use. You shall comply with all rules for the use of the Trade Marks reasonably issued by us from time to time and shall not, without our consent, alter or make any addition to the labelling or packaging of the Products displaying the Trade Marks. You shall not alter, deface or remove any reference to the Trade Marks, any reference to us or any other name displayed on the Products or their packaging or labelling.
13.6 We make no representation or warranty as to the validity or enforceability of the Trade Marks nor as to whether they infringe any intellectual property rights of third parties in the Territory.
13.7 You shall not sub-license, transfer or otherwise deal with the rights of use of the Trade Marks granted under the Contract.
13.8 You shall not do, or omit to do, anything in its use of the Trade Marks that could adversely affect their validity or reputation.
13.9 You shall promptly give us notice in writing if you become aware of any infringement or suspected infringement of the Trade Marks or any other intellectual property rights relating to the Products within the Territory, or any claim that any Product or the manufacture, use, sale or other disposal of any Product within the Territory, whether or not under the Trade Marks, infringes the rights of any third party. We shall have sole discretion to decide what action to take in respect of the matter (if any), shall conduct and have sole control over any consequent action that we deem necessary; and shall pay all costs in relation to that action and shall be entitled to all damages and other sums that may be paid or awarded as a result of that action. You shall, at our request and expense, provide any reasonable assistance to us which we reasonably request with any such action.
13.10 We alone are responsible for the registration and maintenance of any marks or designs that relate to the Products. You shall not obtain or try to obtain or register for itself anywhere in the world any trade marks or trade names the same as or similar to the Trade Marks.
13.11 You shall not use the Trade Marks as part of the name under which you conduct business, or in any other way, except as expressly permitted under these Terms. Upon termination of the Contract for any reason, you will immediately stop using all or any part of the Trade Marks.
This clause 15 only applies where you are a business customer
14.1 We warrant that on delivery the Products shall, subject to the other provisions of these Terms: (a) conform in all material respects with their description and be reasonably fit for purpose.
14.2 Subject to clause 15.4, if: (a) you give notice in writing to us within 3 Business Days (time being of the essence) of delivery taking place that the relevant Products do not comply with the warranty set out in clause 0; (b) we are given a reasonable opportunity of examining such Products; and (c) you (if asked to do so by us) return such Products to our place of business (at your cost, which will be reimbursed if we, acting reasonably, determine the Products to be defective), we shall, at our option, replace the defective Products, or refund the price of the defective Products in full. If the Products have been damaged in transit the carrier’s note must be endorsed accordingly and we and the carrier must likewise be notified in writing of the damage accordingly within 3 Business Days (as set out above).
14.3 Failure to provide the notification in the manner and within the timeframe outlined in clause 15.2 above will invalidate any claim, and you will be deemed to have inspected and accepted Products as satisfactory. Accordingly, we shall be under no liability whatsoever in respect of any loss of or damage to the Products howsoever occurring after they left our premises and you shall remain liable to pay the full price for Products so lost, damaged or defective. We shall not in any event be obliged to consider grounds for return of Products or claims for compensation unless the claim and the reason for it are made in writing to us.
14.4 We shall not be liable for Products’ failure to comply with the warranty set out in clause 0 in any of the following events: (a) you make any further use of such Products after giving notice in accordance with clause 15.2; (b) the defect arises because you failed to follow our oral or written instructions as to the storage of the Products or (if there are none) good trade practice regarding the same; (c) you alter such Products without our written consent; or (d) the defect arises as a result of wilful damage, negligence, or abnormal storage conditions.
14.5 Except as provided in this clause 15, we shall have no liability to you in respect of the Products’ failure to comply with the warranty set out in clause 0.
14.6 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.
14.7 These Terms shall apply to any repaired or replacement Products supplied by us.
14.8 We will not accept the return of any Products without our prior written approval. Subject to the foregoing, Products which are returned for credit owing to an error on your part will be credited at 80% of the original price provided that the Products are in perfect condition. If the Products are not in perfect condition (as to which matter we will be the sole judge) and allowing us sufficient time to sell and dispose of the Products before their sell-by date no credit will be given.
15. OUR LIABILITY IF YOU ARE A BUSINESS
This clause 14 only applies if you are a business customer.
15.1 We only supply the Products for internal use by your business or for retail sale directly to consumers or end users, and you agree not to use the Product for the purposes of wholesale to any other business.
15.2 Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); (d) defective products under the Consumer Protection Act 1987; or (e) any matter in respect of which it would be unlawful for us to exclude or restrict liability.
15.3 Subject to clause 16.2, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for: (a) any loss of profits, sales, business, or revenue; (b) loss of business opportunity; (c) loss of anticipated savings; (d) loss of goodwill; or (e) any indirect or consequential loss.
15.4 Subject to clause 16.2, our total liability to you in respect of all 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% of the price of the Products supplied or to be supplied to you pursuant to that Contract.
15.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we are not be responsible for ensuring that the Products are suitable for your purposes.
15.6 You shall indemnify us from and against any and all liability loss, damage, injury cost, expenses, claims and demands caused by your actions or omissions and arising from the subject matter of any Contract other than as a result of negligence or breach of Contract by us.
16. OUR LIABILITY IF YOU ARE A CONSUMER
This clause 17 only applies if you are a consumer.
16.1 If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into the Contract.
16.2 We only supply the Products for domestic and private use. You agree not to use the product for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
16.3 We do not in any way exclude or limit our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); (d) any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and (e) defective products under the Consumer Protection Act 1987.
17. EVENTS OUTSIDE OUR CONTROL
17.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 18.2.
17.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
17.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract: (a) we will contact you as soon as reasonably possible to notify you; and (b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
17.4 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Products you have already received and we will refund the price you have paid, including any delivery charges.
18. TERMINATION AND SUSPENSION
This clause 19 only applies if you are a business customer
18.1 If you become subject to any of the events listed in clause 19.2 we may terminate the Contract with immediate effect by giving written notice to you.
18.2 The relevant events are: (a) you suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company or limited liability partnership) you are deemed unable to pay your debts within the meaning of section 129 of the Insolvency (Northern Ireland) Order 1989 (Insolvency Order), or (being an individual) you are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the Insolvency Order, or (being a partnership) you have any partner to whom any of the foregoing apply; (b) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors; (c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up, other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction; (d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you; (e) (being a company) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver; (f) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets; (g) (being an individual) you are the subject of a bankruptcy petition or order; (h) one of your creditors or encumbrancers attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days; (i) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 19.2(a) to clause 19.2(i) (inclusive); (j) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; (k) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; (l) (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), you become incapable of managing your own affairs or become a patient under any mental health legislation. if you fail to pay any amount due under this Contract on the due date for payment; and (m) if you fail to pay any amount due under any Contract on the due date for payment.
18.3 Without limiting our other rights or remedies, we may suspend provision of the Products under the Contract or any other contract between you and us if you become subject to any of the events listed in clause 19.2(a) to clause 19.2(m), or we reasonably believe that you are about to become subject to any of them.
18.4 On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest.
18.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.
18.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
19. COMMUNICATIONS BETWEEN US
19.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
19.2 If you are a consumer, you can e-mail us at email@example.com or by post to our registered office. If you are emailing us or writing to us please include details of your order number to help us to identify it. If you send us your cancellation notice by e-mail, then your cancellation is effective from the date you send us the e-mail. If we have to contact you or give you notice in writing, we will do so by e-mail to the email address you provide to us in your order.
19.3 If you are a business and wish to give us formal notice of any matter in accordance with these Terms: (a) any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail (b) a notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; 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 or if sent by e-mail, one Business Day after transmission to firstname.lastname@example.org; (c) in proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee; and (d) the provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
19.4 If you are a business and you wish to contact us for any other reason other than as set out in clause 20.3 you can contact us by e-mailing us at email@example.com.
20. OTHER IMPORTANT TERMS
20.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract. We will always notify you in writing or by posting on this webpage if we transfer our obligations to a third party.
20.2 You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
20.3 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
20.4 Any Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
20.5 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect, and the infringing clauses shall deemed modified to the minimum extent necessary to make them valid, legal and enforceable.
20.6 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
20.7 If you are a consumer, please note that these Terms are governed by Northern Irish law. This means a Contract for the purchase of Products through our sites and any dispute or claim arising out of or in connection with it will be governed by Northern Irish law. You and we both agree to that the courts of Northern Ireland will have non-exclusive jurisdiction.
20.8 If you are a business, a Contract 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 Northern Ireland, and the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).
20.9 We will not file a copy of any Contract between you and us.
20.10 Except as set out in these Terms, no variation of any Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by us.