1. These Terms
1.1 What these terms cover. These are the terms and conditions on which we supply products to you as a business.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will supply 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.
1.3 This is our entire agreement with you. These terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this contract.
2.1 Who we are. We are Global Herbs Ltd, a company registered in England and Wales. Our company registration number is 03798451 and our registered office is at Unit 10 Terminus Road, Chichester, West Sussex, England, PO19 8TX.
2.2 How to contact us. You can contact us by telephoning our customer service team at 01243 773 363 or by writing to us at email@example.com.
2.3 How we may contact you. 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.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3.1 How we will accept your order. 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.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources for which we could not reasonably plan, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
5.1 We may change the products:
5.1.1 to reflect changes in relevant laws and regulatory requirements; and
5.1.2 to implement minor technical adjustments and improvements, for example, to address a security or health and safety concern. These changes will not affect your use of the product.
5.2 All of our products must be stored by you out of direct sunlight and in dry conditions between 5°C and 25°C.
6. Providing the Products
6.1 Delivery costs. The costs of delivery will be as displayed on our website.
6.2 When we will provide the products. During the order process, we will let you know when we will supply the products to you.
6.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control, 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.
6.4 Time is not of the essence. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.
6.5 Collection by you. If you have asked to collect the products from our premises, you can collect them from us at any time during our working hours of 9am until 5pm on weekdays (excluding public holidays).
6.6 When you become responsible for the products. A product will be your responsibility from the time we deliver the product to the address you gave us or you (or a carrier organised by you) collect it from us.
6.7 When you own the products.
6.7.1 Title to the products shall not pass to you until the earlier of:
220.127.116.11 us receiving payment in full (in cash or cleared funds) for the products in respect of which payment has become due, in which case title to the products shall pass at the time of payment of all such sums; and
18.104.22.168 you resell the products, in which case title to the products shall pass to you at the time specified in clause 6.9.
6.7.2 Until title to the products has passed to you, you shall:
22.214.171.124 store the products separately from all other products held by you so that they remain readily identifiable as our property and give us such information relating to the products as we may require from time to time.
126.96.36.199 not remove, deface or obscure any identifying mark or packaging on or relating to the products;
188.8.131.52 maintain the products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
184.108.40.206 notify us immediately if you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction; and
6.8 Subject to clause 6.10, you may resell or use the products in the ordinary course of business (but not otherwise) before we receive payment for the products. However, if you resell the products before that time you do so as principal and not as our agent, and title to the Products shall pass from us to you immediately before the time at which resale by you occurs.
6.9 If before title to the products passes to you, you become subject to any of the events listed in clause 6.8.4, then, without limiting any other right or remedy we may have your right to resell the products or use them in the ordinary course of business ceases immediately and we may at any time:
6.9.1 require you to deliver up all products in your possession that have not been resold, or irrevocably incorporated into another product; and
6.9.2 if you fail to do so promptly, enter any premises of yours or of any third party where the products are stored in order to recover them.
6.10 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you, for example delivery and payment information. If so, this will have been stated in the description of the products on our website or our marketing materials, or during the purchase process. 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 7.5 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.
6.11 Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
6.11.1 deal with technical, security or health and safety problems or to make minor technical changes;
6.11.2 update the product to reflect changes in relevant laws and regulatory requirements; or
6.11.3 make changes to the product as requested by you or notified by us to you (see clause 5.1).
6.12 We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause 10.4), we may suspend supply of future products until you have paid us the outstanding amounts. We will not suspend the products where you dispute the unpaid invoice (see clause 10.7). As well as suspending the products, we can also charge you interest on your overdue payments (see clause 10.6).
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7.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing when you decide to end the contract.
7.2 Ending the contract because of something we have done or have told you we are going to do. If you are ending a contract for a reason set out at clauses 7.2.1 to 7.2.3 below, the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
7.2.1 we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
7.2.2 there is a risk that supply of the products may be significantly delayed because of events outside our control; or
7.2.3 you have a legal right to end the contract because of something we have done wrong.
7.3 Our Rights to End the Contract
7.4 We may end the contract if you break it. We may end the contract at any time by writing to you if:
7.4.1 you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
7.4.2 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; or
7.4.3 you do not, within a reasonable time, allow us to deliver the products to you or collect them from us.
7.5 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 7.4, 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 that we will incur as a result of you breaking the contract.
7.6 We may withdraw the product. We may write to you to let you know that we are going to stop supplying the product. We will let you know at least 14 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which we will not supply.
How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 01243 773 363 or email us at firstname.lastname@example.org.
9.1 we warrant that on delivery, and for the warranty period as stated in the description of the products on our website or our marketing materials, or during the purchase process, the products shall:
9.1.1 conform in all material respects with their description;
9.1.2 be free from material defects in design, material and workmanship;
9.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
9.1.4 be fit for any purpose held out by us.
9.2 Subject to clause 9.3, if:
9.2.1 you give us notice in writing during the warranty period within a reasonable time of discovery (in respect of damaged packaging within 24 hours from delivery and providing photographic evidence of damage together with details of delivery) that a product does not comply with the warranties set out in clause 9.1;
9.2.2 we are given a reasonable opportunity of examining such product; and
9.2.3 you return such product to us at our cost,we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
9.3 We will not be liable for a product’s failure to comply with the warranty in clause 9.1 if:
9.3.1 you make any further use of such product after giving a notice in accordance with clause 9.2.1;
9.3.2 the defect arises because you failed to follow our oral or written instructions as to the storage, use or maintenance of the product or (if there are none) good trade practice;
9.3.3 the defect arises as a result of us following any specification supplied by you;
9.3.4 you alter or repair the product without our written consent;
9.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage conditions; or
9.3.6 the defect arises as a result of the product deteriorating and expiring as stated on the product.
9.4 Except as provided in this clause 9, we shall have no liability to you in respect of a product’s failure to comply with the warranty set out in clause 9.1.
9.5 These terms shall apply to any repaired or replacement products supplied by us under clause 9.2.
10.1 Where to find the price for the product. The price of the product (which includes VAT if applicable) will be the price indicated on the order pages when you placed your order. We take reasonable care to ensure that the price of the product advised to you is correct. However, please see clause 13.3 for what happens if we discover an error in the price of the product you order.
10.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date on which we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
10.3 What happens if we got the price wrong. 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 product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated, we will contact you for your instructions before we accept your order.
10.4 When you must pay and how you must pay. Unless expressly agreed otherwise, we will be entitled to raise an invoice for all products at any time following dispatch of the products. Such invoice shall be payable within 30 days of date of invoice.
10.5 No right of set-off You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10.6 We can charge interest if you pay late. 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 Lloyds Bank 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.
10.7 What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved, we will charge you interest on correctly invoiced sums from the original due date.
10.8 Credit notes. Credit notes issued by us can only be used to offset future product purchases and must be used within 6 months from the date of issue as any unused credit notes will be written off after 6 months. No monetary refund will be given for a credit note.
11.1 Nothing in these terms shall limit or exclude our liability for:
11.1.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
11.1.2 fraud or fraudulent misrepresentation; or
11.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979.
11.2 Except to the extent expressly stated in clause 9.1, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded.
11.3 Subject to clause 11.1:
11.3.1 we shall not be liable to you, 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 any contract between us; and
11.3.2 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the higher of 100% of fees payable or £10,000.
12.1 How we will use your personal information. We will use the personal information you provide to us:
12.1.1 to supply the products to you;
12.1.2 to process your payment for the products; and
12.1.3 if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.
12.2 We may pass your personal information to credit reference agencies. Where we extend credit to you for the products, we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
12.3 We will only give your personal information to other third parties where the law either requires or allows us to do so.
13.1 We may transfer this contract to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
13.2 You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
13.3 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
13.4 If a court finds part of this contract illegal, the rest will continue in force. 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.
13.5 Even if we delay in enforcing this contract, we can still enforce it later. 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. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
13.6 Which laws apply to this contract and where you may bring legal proceedings. If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 the courts of England shall have exclusive jurisdiction to settle any such dispute or claim.