Terms & Conditions
1.1 In this Agreement:
"Agreement" means this agreement;
"Company" means Ironbark Limited (registered number 05840367);
"Customer" means the party purchasing Goods from the Company in accordance with the terms of this Agreement;
"Delivery" means delivery of the Goods to the delivery address supplied by the Customer to the Company at the time of placing the Order;
"Delivery Charge" means the fee payable to a third party carrier for the Delivery of the Goods to the Customer;
"Force Majeure" means any event expressed in clause 20 in this Agreement;
"Goods" means the products and other items to be supplied by the Company to the Customer in accordance with the terms of this Agreement;
"Handling Fee" means an administrative fee of 15% of the Price;
"Information" means the entire content of the Website as amended from time to time;
"Order" means an order placed by the Customer for the supply of Goods by the Company;
"Order Form" means the form displayed on the Website;
"Price" means the price payable by the Customer to the Company for the Goods specified in the Order;
"Software" means the software used for the purpose of facilitating the placing and acceptance of the Order on the Website and calculation of the Price;
"VAT" means value added tax;
"Website" means the site located at www.allproppedup.co.uk on the World Wide Web owned and operated by the Company.
1.2 All trademarks, product names, company names, domain names and logos appearing on the Website are now and shall at all times remain the property of the Company and the Customer acknowledges such ownership.
1.3 The clause headings in this Agreement are for convenience only and shall not affect their interpretation.
1.4 Except where the context otherwise requires words denoting the singular include the plural and vice versa, words denoting any gender include all genders, words denoting persons include firms and corporations and vice versa.
2.1 The Company agrees to supply and the Customer agrees to buy the Goods subject to and in accordance with the terms of this Agreement. Any changes or additions to this Agreement must be agreed in writing by the Company and the Customer.
3.1 Subject to clause 3.2 below the Goods supplied by the Company in accordance with this Agreement shall comply with the Order.
3.2 The Company reserves the right (without prejudice to any other remedy) to cancel or suspend delivery of all or part of any Order in the event of:
3.2.1 the Customer failing to meet its obligations under this Agreement or the Company being of the reasonable opinion that this will be the case; or
3.2.2 an event of Force Majeure prevents the Company from supplying the Goods.
4.1 Subject to clauses 4.2 and 4.4 below, the Price to be paid by the Customer for the Goods is that displayed on the Website on the date that the Customer places an Order.
4.2 The Company reserves the right to vary the Price of the Goods at its absolute discretion without prior notice to the Customers.
4.3 All Prices published on the Website and all payments made under this Agreement are and shall be in pounds Sterling unless otherwise agreed in writing by the Company.
4.4 If the Price for the Goods displayed on the Website is incorrect or inaccurate then the Company reserves the right to correct it and charge the Customer any outstanding balance between the Price displayed on the Website and the correct Price.
4.5 The Company reserves the right to amend the Price if:
4.5.1 the Customer changes the scope and/or the nature of the Goods in the Order (including but not limited to quantities, types or delivery, time-scales);
4.5.2 the Customer delays the Company in delivery of the Goods;
4.5.3 there is a change in legislation affecting the Company in meeting its contractual obligations; or
4.5.4 there is an event of Force Majeure as set out in clause 20 below.
5. VAT AND DUTIES
5.1 The Price is inclusive of any applicable VAT.
5.2 In circumstances where the Customer is located outside of the EU, then the Customer shall be liable for any import taxes or local tariffs relating to the supply of the Goods. Any non-UK Customers are required to provide proof of export for VAT exemption.
6. DELIVERY CHARGE
6.1 The Price is exclusive of the Delivery Charge, which the Customer shall be additionally liable to pay to the Company.
7. PAYMENT TERMS
7.1 The Customer must make payment for the Goods at the time of ordering via the on-line ordering facility available on the Website by credit or debit card or by cheque.
7.2 No Order paid by cheque by the Customer to the Company shall be accepted by the Company until clear funds have been credited into the Company's bank account.
7.3 No Order shall be accepted by the Company unless full payment, delivery, address and contact details are provided by the Customer as required to complete the Order Form so that the Order can be processed.
7. 4 Property in the Goods will not pass to the Customer until the Company has received full payment.
7.5 Time of payment shall be of the essence and shall be without prejudice to any other rights the Company may have.
7.5 The Company reserves the right to charge interest on a daily basis at the rate of 4% above the base rate of Barclays Bank plc in force from time to time on all overdue payments.
8. NOTIFICATION OF ACCEPTANCE
8.1 The receipt by the Company of an Order does not constitute an acceptance of that Order by the Customer and a binding agreement will only be deemed to be entered if and when the Company notifies the Customer by e-mail of the Company's acceptance of the Order.
8.2 Any notification of acceptance by the Company to the Customer in accordance with clause
8.3 above will be made by the Company within 3 working days following the day of receipt of the Order and such notification shall be made by e-mail to the e-mail address supplied to the Company by the Customer at the time of placing the Order.
8.4 If for any reason whatsoever the Company fails or is unable for any reason whatsoever to notify the Customer of its acceptance of the Order in accordance with clause 8.1 above Order shall not be deemed to have been accepted.
8.5 The Company reserves the right to refuse to accept any Order for any reason whatsoever and without prior notification to the Customer.
9.1 Unless otherwise notified to the Customer in writing by the Company within 3 working days of the Order being placed, the Company will use its reasonable endeavours to ensure that Delivery will be made within the period specified on the Website at the time of placing the Order.
9.2 The Company shall not be liable in any way for any loss of trade or profit or any other loss, costs, damage or expenses whatsoever and howsoever incurred or suffered by the Customer or any third party in the event of Delivery of the Goods being delayed or prevented by any reason whatsoever including but not limited to an event of Force Majeure or any other cause whatsoever.
9.3 The Company reserves the right in its absolute discretion to deliver the Goods in one or more instalments.
9.4 In this Agreement time of Delivery shall not be of the essence.
9.5 If the Customer fails to take Delivery of the Goods for any reason whatsoever then, without prejudice to any other right or remedy available to the Company, the Company may, at its absolute discretion, store the Goods until actual Delivery and charge the Customer for reasonable costs including insurance in respect of such storage and the Customer shall fully indemnify and keep indemnified the Company from and against any and all costs, claims, damages, losses, liabilities and expenses (including loss of profit) incurred or suffered by the Company by reason of the failure by the Customer to take Delivery.
10. TITLE AND RISK
10.1 Title in the Goods shall not pass to the Customer until the Price has been paid in full. Risk in the Goods shall pass to the Customer at the time and place of Delivery.
10.2 Until such time as title in the Goods passes to the Customer the Company shall have the right to repossess or otherwise recover the Goods and the Customer shall not be entitled to transfer or re-sell the Goods in the ordinary course of business or otherwise but in the event that the Customer re-sells the Goods the Customer shall account to the Company for the proceeds of sale or otherwise of the Goods and shall hold such proceeds on trust, as fiduciary agent and bailee for the Company.
11. CANCELLATION POLICY
11.1 The Customer may cancel the Order at any time during the 7 days following Delivery by using the procedure set out below:
11.1.1 the Customer must notify the Company via email of the decision to cancel the Order;
11.1.2 upon notification in writing to the Company the Customer must return the Goods to the Company by Royal Mail Special Delivery or such other insured recorded delivery method approved in writing in advance by the Company and the Customer shall be liable for all shipping costs; and
11.1.3 the Goods must be returned to the Company in the same unused condition, as it was when it was despatched from the Company's premises to the Customer, and without any damaging or marking of the Goods or their packaging or any part thereof.
11.2 The Customer shall be liable for all cancellation costs incurred by the Company including but not limited to the following:
11.2.1 Delivery Charge; and
11.2.2. Handling Fee.
12. WARRANTY AND LIMITATION OF LIABILITY
12.1 Except in respect of death or personal injury resulting from the Company's negligence, the Company shall not be liable to the Customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever whether caused by the negligence of the Company, its employees or agents or otherwise which arise out of or in connection with the supply of the Goods by the Company, and the entire liability of the Company under or in connection with this Agreement shall not exceed the Price of the Goods as specified in the Order.
13. CUSTOMER COMMUNICATIONS
13.1 The Customer warrants that any communications posted on or sent to the Website do not infringe any patent, trademark, trade secret, confidentiality, copyright or other rights of any third party.
13.3 The Company warrants that all Customers' details shall remain confidential information and the Company shall only disclose such information to a third party with the prior written consent of the Customer or as required by Law.
14.1 None of the Information may be copied, stored in a retrieval system, reproduced, transcribed, downloaded, copied, changed or altered in any way or re-transmitted in any form or by any means without the prior written consent of the Company.
14.2 The Company reserves the right in its absolute discretion without prior notice to alter, amend, delete or remove some or all of the Information on the Website.
15.1 The copyright relating to the Information belongs to the Company and may not be copied, distributed, published, licensed or reproduced in any way whatsoever without the prior written consent of the Company.
15.2 Customers may print or download extracts or parts of the Information for their personal use only and anything printed or downloaded may not be reproduced or copied without the prior written consent of the Company and must have attached with the words "� Ironbark Limited 2006".
16. USE BY MINORS
16.1 The Company cannot prevent users under the age of 18 years from visiting the Website. The Company requires all Customers to be over the age of 18 and the placing of an Order will be deemed to be a representation that the Customer is over 18 years of age.
17.1 The Information may contain technical inaccuracies, typographical or other errors. Any and all liability of the Company howsoever arising or such inaccuracies or errors is hereby expressly excluded to the fullest extent permitted by law and the Company shall not be bound by any such inaccuracies or errors howsoever arising.
17.2 The Company have used reasonable endeavours to ensure that the Information is as accurate as possible and any use of or access to the Website by Customers or third parties is entirely at their own risk.
18. SOFTWARE AND DOWNTIME
18.1 The Company will use its reasonable endeavours to maintain and ensure that the Website is in operation at all times. The Company has no liability whatsoever for any loss, costs, expenses or damages resulting from any interruption, delay or error in respect of the Software, Website or the Information.
18.2 The Company has no liability whatsoever in respect of the actions of any third party which may have the affect of preventing, restricting, delaying or interfering with access to the Website by the Customer or other third parties.
18.3 Any and all liability of the Company howsoever in connection with clause 18.1 and 18.2 is hereby expressly excluded to the fullest extent permitted by law and the Company shall not be bound by any such inaccuracies or errors howsoever arising.
19. LINKS TO OTHER WEBSITES
19.1 The Website contains links to other websites owned and operated by third parties for the convenience of Customers. The Company makes no representations or warranties regarding the operation or content of such websites and the Company accepts no responsibility for any loss, costs, damages or expenses whatsoever resulting from Customers accessing those websites.
20.1 The Customer agrees to indemnify and hold harmless the Company, its officers, directors, employees, agents or subcontractors against any and all claims, actions or demands whatsoever resulting from the use or alleged use of the Information or the Website.
21. FORCE MAJEURE
21.1 The Company shall be under no liability if they are unable to carry out any provision of this Agreement for any reason beyond their control including (without limiting the foregoing) Act of God, legislation, war, fire flood, drought, accident, failure of power supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract, trade disputes, acts or restraints of government, the imposing of restrictions on exports or from any other cause whatsoever.
22.1 If any term or provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction such provision shall be severed from this Agreement and the remainder of the provisions hereof shall continue in full force and effect as if this Agreement had been agreed with the invalid, illegal or unenforceable provision removed.
22.2 The Company may without the consent of the Customer assign its rights or obligations or any part of this Agreement.
22.3 The Customer will not without the consent in writing of the Company assign its rights or obligations or any part of this Agreement.
23. ENTIRE AGREEMENT
23.1 This Agreement (together with any terms set out in the Order) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law.
24. THIRD PARTIES
24.1 No third parties shall have any rights or benefits whatsoever under this Agreement.
25.1 The Website is owned and controlled by the Company from its premises in the United Kingdom. Customers must ensure their compliance with any local laws or regulations relevant to their particular locality. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby agree to submit to the exclusive jurisdiction of the English courts.
Conditions of Use
Terms & Conditions