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General Understanding:
These terms and conditions of sales (the ‘Conditions’) are deemed to be
the operative terms in any contractual transaction (the ‘Contract’)
between (1) Wise Monkey International Ltd (as the ‘Supplier’) and (2)
any potential purchaser (the ‘Buyer’) who completes a Wise Monkey
International Ltd order form (the ‘Order’) or submits a Purchase Order
for Goods or services offered for sale by Wise Monkey International Ltd
either on the website (the ‘Web Site’) or by direct contact with our
Sales Department (‘Sales’).
1. SALE
1.1
The Buyer shall place an Order for Goods by submitting a completed order
form. The Supplier shall confirm acceptance of the Buyer's order in
writing via email and will supply the Goods to the Buyer in accordance
with the Buyer's Order.
1.2 These Conditions shall govern the Contract to the exclusion
of any other terms or conditions.
1.3 Any advice or recommendation given by any representative of
the Supplier to the Buyer relating to the Goods, which is not confirmed
in writing by the Supplier will not be binding on the Supplier.
1.4 Any variation to the Contract must be agreed in writing
between the Buyer and the Supplier.
2. ORDERS AND QUOTES
2.1 In accepting a quote or submitting an Order for the Goods the
Buyer acknowledges that:
2.1.1 all information and specifications relating to the Goods
and any material produced by the Supplier are approximate only (unless
otherwise specified); and
2.1.2 the limitations of monitor capabilities and of printers
mean that the colour of the products on the Web Site may vary from the
Goods supplied by the Supplier to the Buyer under the Contract.
2.2 To the extent permitted by law, any error in any quote, sales
literature or other document or information issued by the Supplier or
placed upon the Web Site may be corrected by the Supplier without any
liability to the Buyer.
2.3 The Supplier may make any changes in the specification of the
Goods to conform to any UK statutory or European Union requirements or,
where the Goods are to be supplied to the Supplier's specification,
which do not materially affect their quality, performance or fitness for
their purpose.
2.4
If the Supplier offers substitute Goods in lieu of those requested by
the Buyer, the Supplier will endeavour to ensure that they will be of
equivalent price and quality. Further, if the Buyer decides to reject
such substitute Goods, then the Supplier will pay the reasonable cost of
return carriage.
3. RIGHT OF WITHDRAWAL
3.1 The Buyer has the right to withdraw from the Contract within
7 days after the Goods have been delivered by returning the Goods in an
undamaged condition and giving written notice of withdrawal to the
supplier and the Supplier shall credit the Buyer for the price of the
Goods as set out below in clause 4.2.
3.2
The right to a 7-day "Cooling Off" period will not apply where the
Contract is for the supply of audio-recordings Goods if the seal on the
audio recording Goods has been broken.
3.3 The Buyer shall be responsible for paying the cost of
returning the Goods to the Supplier by the same method as they were
originally delivered in the event that the Goods had been dispatched by
the Supplier prior to receipt of the written notice of withdrawal from
the buyer.
3.4
If the Buyer cancels the Contract then they are obliged to restore the
goods to the Supplier in a resaleable condition and take reasonable care
of such Goods in the meantime. If the Buyer does not return the Goods
then the Buyer will have to pay the cost the Supplier incurs in
recovering them.
4. PRICE
4.1 The price of the Goods shall be the price quoted by Sales or
on the Web Site on the date of acceptance of the Order by the Supplier,
subject to any inadvertent pricing errors (whether technical or
otherwise) by the Supplier. If the Supplier discovers a pricing error
for any Goods that the Buyer orders, then the Supplier will cancel the
Order without penalty and notify the Buyer of the error.
4.2 The price of the Goods includes the cost of delivery for any
Goods delivered within the UK.
4.3 The price of the Goods does not include the cost of delivery
for any Goods delivered outside the UK. For such orders, the Buyer will
pay the Supplier's delivery charges by the method and to the premises
specified in the Buyer's order for transport, packaging and insurance as
quoted on the Web Site on the date of acceptance of the order.
4.4 The price of the Goods is exclusive of any applicable value
added tax, which the Buyer shall be liable to pay to the Supplier as
part of the order value.
4.5
In the case of Special Offers etc, the length of time that price will be
offered will be stated on the Website.
5. PAYMENT TERMS
5.1 Payments shall be made by telegraphic transfer or cheque
according to the terms agreed with Sales. Payment by credit card is due
on the date on which the Supplier accepts the Buyer's order.
5.2 Credit cards accepted by the Supplier are those listed on the
Web Site on the date on which the Buyer's order is placed and accepted
by the Supplier.
6. DELIVERY
6.1 The time place and method for delivery shall be as requested
in the Buyer's Order, but in any event the Supplier will endeavour that
such delivery shall not exceed the agreed terms, unless the parties
agree otherwise.
6.2 Time for delivery of the Goods shall not be of the essence,
but in any event the Supplier will endeavour that such delivery shall
not exceed 60 days from receipt of order.
6.3 If the Buyer does not take delivery of the Goods or give the
Supplier adequate delivery instructions then the Supplier may store the
Goods until actual delivery and charge the Buyer for the reasonable
costs (including insurance) of storage. The Supplier shall not owe the
Buyer any duty of care under this Clause 6.3 and shall not be liable to
the Buyer for any loss, damage or deterioration of the Goods during
storage.
6.4 If the Goods delivered to the Buyer does not include all of
the Goods ordered by the Buyer or the incorrect Goods, the Buyer shall
inform the Supplier in writing within 14 working days from the date of
delivery. If the Buyer does not so inform the Supplier in writing, the
Supplier shall not be responsible for any loss or damage suffered by the
Buyer as a result of such delivery. In any event, the Supplier's
liability to the Buyer in such circumstances shall be limited to the
price of the Goods not delivered or the cost of the replacement Goods.
7. RISK AND OWNERSHIP
7.1 Risk of damage or loss of the Goods shall pass to the Buyer
on delivery or, if the Buyer fails to take delivery of the Goods, the
time when the Supplier has tried to deliver the Goods.
7.2 Title in the Goods shall pass to the Buyer on delivery of the
Goods.
8. INTELLECTUAL PROPERTY
8.1 All intellectual property and other proprietary rights
(including, but not limited to, copyright, design rights and trademarks)
and all technical, business or similar information (including but not
limited to, all designs, documents and other materials relating to the
Goods) created by the Supplier before, during and after
the course of the Contract shall be, and shall remain, the property of
the Supplier only.
9. WARRANTY AND LIABILITY
9.1 Nothing in this clause 9 shall exclude the Supplier's
liability for death or personal injury caused by its negligence.
9.2 Subject to the conditions set out below the Supplier warrants
that all Goods will correspond with the Order at the time of delivery
and will be free from material defects or damage on delivery.
9.3 If the Supplier is in breach of the warranty contained at
clause 9.2 above, the Buyer shall advise the Supplier in writing
immediately and in any case not later than 14 working days from the date
of discovery of a material defect or damage.
9.4 On receiving a notice under clause 9.2 above, the Supplier
may, at its sole option:-
9.4.1 repair the Goods;
9.4.2 replace all or any part of the defective or damaged Goods;
or
9.4.3 refund the price of those Goods which are defective or
damaged.
9.5 The warranty contained in clause 9.2 shall be the extent of
the Supplier's liability for defective Goods.
9.6 The Goods are not tested and sold as fit for any particular
purpose and any terms of warranty or condition express or implied by
statute or otherwise to the contrary are excluded to the extent allowed
in law.
9.7 Save as expressly provided in these Conditions, and except
where the Goods are sold to a person dealing as a consumer (within the
meaning of the Unfair Contract Terms Act 1977) all warranties conditions
terms and liabilities express or implied by statute or common law are
excluded to the fullest extent permitted by law and the Supplier will
not be liable to the Buyer for any loss of any kind whatsoever
(including for the avoidance of doubt, any consequential loss which
arises out of the breach of implied warranties or conditions or breach
of any other duty of any kind imposed on the Supplier by operation of
law.
9.8 The Supplier will not be liable to the Buyer for any of the
following losses which may arise by reason of any breach of the Contract
or any implied warranty, condition or other term, any representation or
any duty of any kind imposed on the Supplier by operation of law:
9.8.1 any loss of anticipated profits or expected future
business;
9.8.2 damage to reputation or goodwill;
9.8.3 any damages costs or expenses payable by the Buyer to any
third party;
9.8.4 loss of any order or contract; or
9.8.5 any consequential loss of any kind.
9.9 Unless otherwise provided in these Conditions, and subject to
clause 9.5 above, the liability of the Supplier for breach of any
express or implied term of these Conditions shall be limited to the
reasonable cost of remedying any defect in the Goods or other matter
constituting a breach and in no circumstances shall the Supplier's
liability exceed the total amount paid by the Buyer to the Supplier
under the Contract.
9.10 If, notwithstanding the provisions of this clause 9,
liability is attached to the Supplier in no circumstances shall the
Supplier's liability to the Buyer for a breach of any express or implied
terms of the Contract or any other duty of any kind imposed on the
Supplier by law arising out of or in relation to the Contract exceed the
total amount of the Buyer’s Order.
9.11 Without prejudice to any other provision of this clause 9,
the Supplier will not be in breach of the terms of the Contract for any
delay in performing, or failure to perform, its obligations under the
Contract if that delay or failure was due to any cause or circumstance
beyond the Supplier's reasonable control.
10. INDEMNITY
The Buyer shall indemnify the Supplier against any loss or damage
suffered by the Supplier as a result of any claims brought against the
Supplier by any third party for:-
10.1 any loss, injury or damage caused by the Goods or their
use;
10.2 any loss, injury or damage in any way connected with this
Contract provided that this Clause will not require the Buyer to
indemnify the Supplier against any liability for the Supplier's own
negligence.
11. EXPORT TERMS
11.1 The Supplier shall be responsible for complying with any
legislation or regulation governing the importation of the Goods into
the country of destination and for the payment of any duties outside the
UK.
11.2 The Buyer shall where applicable:-
11.2.1 not either directly or indirectly export the Goods or any
product incorporating the Goods without first obtaining a licence to
export or re-export from the United Kingdom Government and/or the United
States Office of Export Administration (the "OEA");
11.2.2 comply with the export regulations of the United Kingdom
Government and/or the OEA.
12. TERMINATION
12.1 The Supplier may terminate this Contract or any other
contract between the parties and may cancel or suspend future deliveries
(under this Contract or any other contract) if the Buyer:
12.1.1 is in breach of these Conditions or any other contract
between the parties; or
12.1.2 has a petition presented for its winding up or for an
administration order to be made in respect of it; has an adminstrator,
receiver or administrative receiver appointed over it or any of its
assets; resolves to wind itself up (other than for a solvent
reorganisation); has a bankruptcy order made against it or and of its
partners; or enters, or proposes to enter into a composition or
voluntary arrangement with its creditors.
12.2 On termination, the Buyer shall pay to the Supplier all
costs, expenses (including reasonable legal and other fees incurred),
arrears, charges or other payments arising in respect of the Goods under
the Contract.
12.3 Termination shall not affect either party's accrued rights
under the Contract.
13. WITHDRAWAL AND USE OF GOODS
13.1 The Supplier may withdraw the sale or distribution of any
goods produced by or generally supplied by the Supplier without prior
notice, or liability, to the Buyer.
13.2 If the Supplier provides the Buyer with information about
the use for which the Goods are designed and about any conditions
necessary to ensure that the Goods will be safe then the Buyer shall use
the Goods accordingly.
14. GENERAL
14.1 Any notice required under these Conditions shall be in
writing addressed to the other party at its registered office or
principal place of business or any other address notified by the
receiving party to the party giving the notice. Any notice shall be
deemed to be served:
14.1.1 if sent by pre-paid first class post to the party to whom
it is given, on the day it is posted; or
14.1.2 if sent by pre-paid air-mail post to the party to whom it
is given, on the day it is posted; or
14.1.3 if sent by fax to the recipient's fax number at the date
and time given on the sender's transmission acknowledgement slip or (in
the case of manifest error or loss of the slip) on the day on which it
is sent.
14.1.4
if left at an address given in which case it is taken to have been given
on the day on which it was left.
14.1.5
if sent by e-mail to the private or business e-mail address of the
parties in which case it is taken to have been given on the day on which
it was sent.
14.2 If any of these Conditions is held by any competent
authority to be unlawful, invalid or unenforceable in whole or in part
then the validity of the other provisions of these Conditions and the
remainder of the provision in question shall not be affected thereby and
shall continue to be valid and enforceable to the fullest extent
permitted by law.
14.3 The Contract and these Conditions shall be under English law
and the parties submit to the exclusive jurisdiction of the English
Courts if there are any disputes between them of any kind.
14.4 The Buyer shall not transfer, assign or sub-contract its
obligations under the Contract without the Supplier's prior consent in
Writing.
14.5 Failure or neglect by the Supplier to enforce at any time
any of these Conditions shall not be a waiver of the Supplier's rights
and it shall not affect the validity of the whole or any part of these
Conditions or prejudice the Supplier's right to take subsequent action.
14.6 Nothing in these terms and conditions is intended to confer
on any third party any benefit or any right to enforce any terms
contained in these terms and conditions.
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