(2)Licence to use website
Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.
You must not:
(a)republish material from this website (including republication on another website);
(b)sell, rent or sub-license material from the website;
(c)show any material from the website in public;
(d)reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;
(e)edit or otherwise modify any material on the website; or
(f)redistribute material from this website [except for content specifically and expressly made available for redistribution [(such as our newsletter).
Where content is specifically made available for redistribution, it may only be redistributed within your organisation.
You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent.
The advertising of products on our website constitutes an “invitation to treat” – not a contractual offer.
Prices stated on our website may be stated incorrectly.
The purchase of products via our website will be subject to our terms of sale.
We will ask you to agree to our terms of sale each time you purchase a product or products via our website.
Unless otherwise stated in the product description images used to represent products may be from our library source and may not be images of the actual product for sale.
You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your reviews in any existing or future media. You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights.
Your reviews must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law and in any jurisdiction).
Your reviews (and their publication on our website) must not:
(a)be libellous or maliciously false;
(b)be obscene or indecent;
(c)infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d)infringe any right of confidence, right of privacy, or right under data protection legislation;
(e)constitute negligent advice or contain any negligent statement;
(f)constitute an incitement to commit a crime;
(g)be in contempt of any court, or in breach of any court order;
(h)be in breach of racial or religious hatred or discrimination legislation;
(j)be in breach of official secrets legislation;
(k)be in breach of any contractual obligation owed to any person;
(l)depict violence [in an explicit, graphic or gratuitous manner];
(m)be pornographic [or sexually explicit];
(n)be untrue, false, inaccurate or misleading
(o)consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
(q)be offensive, deceptive, threatening, abusive, harassing, or menacing, hateful, discriminatory or inflammatory; or
(r)cause annoyance, inconvenience or needless anxiety to any person.
Your reviews must be appropriate, civil, tasteful and accord with generally accepted standards of etiquette and behaviour on the internet.
You must not submit any reviews to the website that are or have ever been the subject of any threatened or actual legal proceedings or other similar complaint.
We reserve the right to edit or remove any reviews submitted to our website, or stored on our servers, or hosted or published upon our website.
Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.
To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
(7)Limitations and exclusions of liability
To the extent that the website and the information and services on the website are provided free-of-charge, we will not be liable for any loss or damage of any nature.
We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
We will not be liable to you in respect of any loss or corruption of any data, database or software.
We will not be liable to you in respect of any special, indirect or consequential loss or damage.
(a)send you one or more formal warnings;
(b)temporarily suspend your access to the website;
(c)permanently prohibit you from accessing the website;
(d)block computers using your IP address from accessing the website;
(e)contact your internet services provider and request that they block your access to the website;
(f)bring court proceedings against you for breach of contract or otherwise; and/or
(g)suspend and/or delete your account with the website.
(13)Exclusion of third party rights
(15)Law and jurisdiction
(16) Our details
The full name of our company is The Crystal Geode Limited T/A Himalayan Salt Products 4U
Our registered address is Unit 6 Peerglow Industrial Estate, Olds Approach, Watford, Hertfordshire, WD18 9SR, UK
You can contact us by email to email@example.com
Terms of Sale
Standard Wholesale Terms & Conditions
In these Terms and Conditions the following words shall have the following meanings: -
“The Company” means The Crystal Geode Limited, Himalayan Salt Products 4U Limited and any associate and or subsidiary companies.
“The Goods” means the products, articles or things which are supplied by the Company
“The Buyer” means the corporate entity firm or person being the purchaser of the Goods
- Making the Contract
2.1 All orders placed by the Buyer for the Goods are subject to these Terms and Conditions.
2.2 These Terms and Conditions exclude any other terms and conditions additional hereto or which the Buyer might seek to impose.
2.3 No variation of these Terms and Conditions is permitted unless expressly accepted by the Company in writing.
2.4 A quotation provided by the Company is open for a period of 30 days beginning with the date thereof, provided that the Company does not previously withdraw it. Any price list issued by the Company can be withdrawn without prior notice.
2.5 A contract is not made between the Buyer and the Company until the Company accepts an order by giving written notice to the Buyer or the Company attempts delivery of the Goods, whichever is the first to occur.
3.1 No cancellation of an order by the Buyer is permitted except where expressly agreed by the Company in writing.
3.2 The Buyer will in the event of agreed cancellation by the Buyer indemnify the Company fully against all expenses incurred up to the time of such cancellation together with (by way of liquidated damages) a sum representing the Company’s loss of profit and such other out of pocket expenses including such costs associated with re-stocking.
- Terms of Payment
4.1 Unless otherwise agreed in writing and stated on the invoice, all sums become due and payable by the Buyer under these Terms and Conditions on receipt of the Proforma Invoice unless expressly agreed in writing by the Company. Time for payment shall be of the essence.
4.2 The Company reserves the right to charge interest at 5% above the base rate of Barclays Bank PLC on all overdue amounts, such interest being deemed to accrue on a day to day basis from the due date for payment.
4.3 If the Buyer fails to fulfil the terms of payment, the Company shall be entitled to demand payment of all outstanding balances whether due or not and/or cancel all outstanding orders whether due or not and/or decline to make further deliveries except on receipt of cash or other satisfactory security.
4.4 The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering any order.
4.5 The Buyer shall have no right of set off, statutory or otherwise.
5.1 All items due for delivery shall be delivered to the address at which the Buyer’s account is registered, unless the Company is otherwise notified and agrees in writing.
5.2 Time of delivery is not of the essence.
5.3 The Company shall not be liable for any loss whatsoever or howsoever arising caused by its late delivery, non-delivery or by the failure to make Goods ready for collection on the due date.
5.4 If the Company is prevented from delivering any Goods at the time provided for delivery by reason of Force Majeure that is any cause outside the reasonable control of the Company (including but not limited to fire, explosion, delay in supplies, interference by labour, strikes or lock outs, or non-availability of transport or materials) then the date or period for delivery shall be extended by the duration of the delaying factors. If the delaying factors shall have operated for 12 weeks or more and shall still be operating, the Buyer may give written notice to the Company to terminate the contract in respect of those Goods which still remain to be delivered under the contract.
5.5 The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
5.6 If no date for delivery is stated, deliveries shall be made at a reasonable rate.
5.7 Deviations in the quantity of the Goods delivered representing not more than 10 per cent by value from that stated in the Buyer’s order shall not give the Buyer any right to reject the Goods or to claim damages and the Buyer shall accept and pay at the contract rate for the quantity of the Goods delivered.
5.8 If the Buyer shall fail to take delivery of the Goods when delivery is attempted or falls due, the Company shall be considered to have tendered and the Buyer to have refused to accept such delivery.
5.9 The prices quoted by the Company do not include such taxes that may be applicable at the time; any carriage or packing charges and these shall be paid for by the Buyer.
6.1 No Goods may be returned by the Buyer except with the prior consent in writing given by the Company. The signature of a delivery note does not constitute consent.
- INTELLECTUAL PROPERTY
7.1 The drawings, designs, copyright and intellectual property in the Goods shall belong to the Company unless expressly agreed in writing to the contrary. The buyer acknowledges the Company’s registered Trademark’s and shall not infringe same.
- RISK AND THE PASSING OF PROPERTY
8.1 Title in the Goods shall not pass to the Buyer until payment is made by the Buyer of the price and all other monies due to the Company. At any time prior to such payment being made, the Company or its agents shall have the right to enter upon the premises where the Goods are stored and retake possession of them.
8.2 Risk in the Goods shall pass to the Buyer whenever the first of the following events occurs:
- the Goods are delivered to the Buyer’s address or such other address notified by the Buyer in writing; or
- if the Goods are collected, when the Goods are loaded onto transport provided by the Buyer or its agents.
8.3 The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of Goods in settlement of such invoices or accounts in respect of such Goods as the Company may in its absolute discretion think fit, notwithstanding any purported appropriation to the contrary by the Buyer.
8.4 If the Buyer:
8.4.1 makes default or commits any breach of its obligations to the Company and fails to remedy such default or breach within a reasonable time not exceeding 14 days; or
8.4.2 is involved in any legal proceedings in which its solvency is in question; or
8.4.3 is a company and any meeting is convened or resolution is passed or petition is presented (otherwise than for reconstitution or amalgamation) to wind it up, or a receiver is appointed or is subject to an administration order; or
8.4.4 ceases or threatens to cease to trade
then in any such case the Company shall immediately become entitled (without prejudice to its other claims and rights under any contract) to suspend further performance of any contract for such time not exceeding six months as it shall in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat any contract as wrongfully repudiated by the Buyer and forthwith terminate such contract.
- INSPECTION / SHORTAGES, ETC.
9.1 The Buyer is under a duty to inspect the Goods on delivery or upon collection, as the case may be.
9.2 Claims for non-delivery must be made within 7 days of the invoice date.
9.3 The Company shall be under no liability for any defect, damage in transit or shortages that would be apparent on careful inspection if a written claim detailing the alleged defect, damage or shortfall, is not delivered to the Company within 2 days of delivery or upon collection of the Goods, as the case may be.
9.4 In all cases where defects, damages or shortages are advised of the Company shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Company.
9.5 Subject to Clause 9.2, Clause 9.3 and Clause 9.4, the Company shall make good any shortage in the Goods and (where appropriate) replace any Goods which are defective or damaged in transit as soon as it is reasonably able to do so, but otherwise shall be under no liability whatsoever arising from such shortage, defect or damage.
10.1 The Buyer should satisfy itself by inspecting and/or testing samples of the Goods or otherwise to establish that all Goods delivered are of merchantable quality and comply with all relevant legal requirements, and the Buyer will be deemed and conclusively presumed to have done so.
10.2 The Company warrants that on delivery the Goods are of merchantable quality and comply with all relevant legal requirements.
11.1.1. Nothing in Clause 11 shall be deemed to exclude or restrict the Company’s liability for death or personal injury resulting from negligence.
11.1.2. Each of the sub-clauses in Clause 11 is to be treated as separate and independent.
11.2 Warranty and Exclusions
11.2.1. The Company agrees that if any Goods are not of merchantable quality or compliant with all relevant legal requirements on delivery, the Company will at its own option replace the Goods at its own expense or refund the purchase price or a fair proportion of it.
11.2.2. Claims in respect of any issues covered by Clause 11.2.1 should be made as soon as such issues are reasonably capable of discovery but in any event within 14 days of delivery or collection of the Goods, as the case may be, failing which no such claims will be considered by the Company.
11.2.3. In consideration for receiving the benefit of Clause 9.5, Clause 10.2 and Clause 11.2.1, the Buyer agrees that no other warranties or indemnities, express or implied, statutory or otherwise, shall form part of any contract or shall be implied into any contract with the Company.
11.3 Exclusion of Consequential Loss
The Company shall not be liable for any consequential or indirect loss suffered by the Buyer whether this loss arises from breach of duty in contract or tort or in any other way (including loss arising from the Company’s negligence).
The Company’s total liability for any one claim or for the total of all claims arising from any one act of default of the Company (whether arising from the Company’s negligence or otherwise) shall not exceed the contract price.
The Buyer shall not assign or transfer or purport to assign or transfer the contract or the benefits thereof to any other person without the prior written consent of the Company.
- PROPER LAW AND JURISDICTION
The contract shall be governed by and construed in accordance with the laws of England.
The rights and remedies of the Company under the contract shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time by the Company, nor by any failure of or delay by the Company in asserting or exercising any such rights or remedies.
The headings of these Terms and Conditions are for convenience only and shall have no effect on the interpretation thereof.
Company No 10616336 Registered in England and Wales.