1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply products to you.
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 provide 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.
1.3 Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
1.4 If you are a business customer this is our entire agreement with you. If you are a business customer 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 agreement.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Ballyclare Limited a company registered in England and Wales. Our company registration number is 7463998 and our registered office is at The Forum, Hercules Business Park, Bird Hall Lane, Cheadle Hulme, Stockport, Cheshire, England, SK3 0UX. Our registered VAT number is GB 157 094 985.
2.2 How to contact us. You can contact us by telephoning our customer service team at 0844 493 2808 or by writing to us at Ballyclare Limited, The Forum, Hercules Business Park, Bird Hall Lane, Cheadle Hulme, Stockport, Cheshire, England, SK3 0UX. firstname.lastname@example.org.
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.
3. OUR CONTRACT WITH YOU
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 in writing 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 which we could not reasonably plan for, 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.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
4. OUR PRODUCTS
4.1 Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images. There may be appreciable differences in colour between our products and the images of them in our catalogue or on our website. There may also be appreciable variations in colour between different batches of the same products.
4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
4.3 Making sure your measurements are accurate. If we are making the product to measurements you have given us you are responsible for ensuring that these measurements are correct. You can find information and tips on how to measure on our website or by contacting us.
5. YOUR RIGHTS TO MAKE CHANGES
5.1 If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
6. OUR RIGHTS TO MAKE CHANGES
6.1 We may change the product to reflect changes in relevant laws and regulatory requirements and to implement minor technical adjustments and improvements. We reserve the right to make changes to the items shown. Any typographical, clerical or other error or omission in this catalogue or other sales literature or other document or information issued by us shall be subject to correction without any liability on our part.
7. DELIVERY AND CARRIAGE
7.1 Delivery costs. The costs of delivery will be as displayed to you on our website. You must pay our delivery charges in addition to the quoted price. Delivery is priced at £5.95 plus VAT for website sales and £8.95 plus VAT on offline sales under £250. Deliveries to non-mainland postcodes as listed on our website are priced at £8.95.
7.2 Deliveries of in stock items take 3-5 working days which shall be delivered by our chosen carrier, but this is only an estimate and time is not of the essence. Made to measure and out of stock items will take approximately 16 weeks, our Customer Service team on 0844 493 2808 or email@example.com can provide further information.
7.3 Delivery is made at your premises or at such other location agreed in writing. At our discretion we may deliver the goods in reasonable instalments. Each instalment is to be treated as a separate contract, and you must accept and pay for instalments accordingly.
7.4 If you are a business customer and fail to accept delivery when tendered we may store the goods until actual delivery and charge you for the reasonable costs of storage and (if you have not yet paid for the goods) re-sell the goods concerned without incurring any liability to you.
7.5 If you are a business customer, we reserve the right to deliver up to 5% more or less than the quantity of goods ordered without any adjustment in the price payable by you and the quantity so delivered shall be deemed to be the quantity ordered.
7.6 You must notify us in writing of any claim for non-delivery or damage to the goods in transit within 7 days of either the date of the invoice for them or (if sooner) delivery of them to you and you must return such damaged or defective goods to us or make them available for collection by us in accordance with our instructions.
7.7 Our liability in respect of any such claim notified to us within 7 days is limited to replacement of the goods or credit or refund of the price, at our discretion, and does not extend to any indirect or consequential loss.
7.8 Where applicable for overseas deliveries, you shall be responsible for obtaining any necessary import licenses or permits and for complying with any legislation or regulations governing the importation of the goods into the country of destination.
8. RISK AND OWNERSHIP
8.1 When you become responsible for the goods. In respect of business customers, the risk in the goods passes to you when delivery of the goods (prior to unloading from the applicable transport) is tendered to you or to your designated recipient. In respect of consumers, the risk in the goods passes to you at the earliest of the goods coming into your physical possession or the possession of a person identified by you to accept the goods.
8.2 When you own goods. Notwithstanding delivery of and the passing of risk in the goods or any other problems, we retain ownership of the goods supplied by us to you until the price of them and all other goods supplied by us to you has been paid in full. As a business customer, until ownership of the goods has passed to you, you must:
(a) hold the goods on a fiduciary basis as our bailee; (b) store the goods (at no cost to us) separately from all other goods of yours or any third party in such a way that they remain readily identifiable as our property; (c) not destroy, deface or obscure any identifying mark or packaging on or relating to the goods; (d) maintain the goods in satisfactory condition and keep them insured on our behalf for their full price against all risks to our reasonable satisfaction. On request you must produce the policy of insurance to us; and (e) not pledge, create a lien over or create or allow the creation of any security interest or encumbrance over the goods.
8.3 As a business customer if you: (a) do not pay any invoice of ours within 7 days after it has become due, or (b) pass or call a meeting to pass a resolution for liquidation, or a petition for liquidation, administration or bankruptcy is presented against you, or (c) become subject to a liquidation, administration or bankruptcy order, or to any distress or execution on or receivership over any of your assets or make an arrangement with your creditors or you cease or threaten to cease to carry on business or (d) we reasonably apprehend that any of the events mentioned in paragraphs (b) or (c) is about to occur then in each case you must cease at once to use or part with possession of any of our goods not then paid for and must return to us any of them remaining in your possession on request. On asking for them in writing we are entitled, without incurring any liability to you, to enter your premises or any third party premises where our goods are located and remove and re-sell such of our goods as are to be found there.
8.4 Force Majeure
If we are unable to perform due to any circumstances beyond our control we may suspend performance while those circumstances subsist, and subject to clause 9.1, any agreed date or period for delivery is to be regarded as extended accordingly.
9. SUSPENSION AND CANCELLATION
9.1 If any period of suspension of deliveries under clause 8.4 lasts for more than three months, either you or we may cancel the contracts and outstanding orders between you and us by written notice without penalty, (but you will still have to pay us for any goods actually delivered).
9.2 If you are a business customer and any payment due to us from you under this or any other contract is in arrears, or anything in clause 8.2(b), (c) or (d) happens then in each case we may suspend further deliveries to you and/or cancel all contracts and outstanding orders between you and us by written notice without penalty (but you will still have to pay us for any goods actually delivered) and we may re-sell the goods ordered by you but not yet delivered to you or paid for by you without incurring any liability to you. Your failure to comply with a demand for payment under this paragraph is to be regarded as a repudiation of the contract, and we shall be entitled to damages accordingly.
10. YOUR CANCELLATION RIGHTS
10.1 Where you have purchased the goods as a consumer (i.e. for private use as opposed to business use), please note that you are entitled to cancel any contract completed with us within 14 days from the day on which you acquire physical possession of the goods unless you have ordered bespoke goods.
If you wish to cancel a contract pursuant to this clause, then please see our Returns Policy for further details of how.
11. RETURNS POLICY
11.1Unless you purchased non-bespoke goods from us as a consumer, you have no right to return the goods without our written consent.
11.2 You may not return the goods and receive a refund if you have purchased bespoke goods, either as a consumer or a business customer unless they are damaged or faulty.
11.3 To request a refund send your Ballyclare account number and order number to firstname.lastname@example.org.
11.4 When returning goods to us, you must retain proof of postage.
11.5 If you are a business customer, you may return to us at your own cost unused goods for either refund or credit (at our discretion and subject to such reasonable restocking charge as we may charge) provided that they are returned to us and received by us within 30 days after delivery to you and so long as they are not made to order, tabbed or personalised in any way, have not been worn, used or altered in any way, are still in the original packaging and otherwise fit to be returned to stock and resold by us. If you are a consumer, we will refund the basic cost of delivery and not any enhanced or next day delivery cost.
11.6 If you are a business customer, we can only refund the postage costs for returning goods where we sent you the wrong item or the item is damaged or faulty.
11.7 We will process your refund as soon as possible. If you are a consumer exercising your right to cancel under clause 10.1 then your refund will be made within 14 days from the day on which we receive the item back from you. For information about how to return a product to us please contact customer services.
11.8 Our Returns Policy does not affect your statutory rights.
12. IF THERE IS A PROBLEM WITH THE ITEM
12.1 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 0844 493 2808 or write to us at email@example.com or Ballyclare Limited, The Forum, Hercules Business Park, Bird Hall Lane, Cheadle Hulme, Stockport, Cheshire, England, SK3 0UX.
13. PRICE AND PAYMENT
13.1 The price of the product will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 13.5 for what happens if we discover an error in the price of the product you order.
13.2 All prices exclude delivery charges, VAT and, where applicable, for deliveries to Jersey, States of Jersey Goods and Services Tax (GST) and, where applicable for overseas deliveries, any export and import duties and levies. Any delivery charges, VAT and (if applicable) GST and export and import duties and levies are payable in addition to the contract price. You should note that customs policies and practices vary widely from country to country. We recommend that you contact your local customs office for information.
13.3 We may change our prices from time to time.
13.4 You are responsible to us for ensuring the accuracy of the terms of any order submitted by you and for giving us any necessary information within a sufficient time to enable us to perform our obligations regarding the supply of goods to you. You must pay our reasonable extra charges in respect of (a) any special arrangements we may agree to make at your request in order to expedite delivery; (b) any costs, expenses and liabilities we may incur because you have given inadequate or inaccurate instructions.
13.5 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 to you, we will contact you for your instructions before we accept your order.
13.6 We accept payment with Visa, Mastercard, Maestro and Delta. We will not charge your credit or debit card until we dispatch the products to you. If you are a business customer and have registered your company name when creating your online account, we will send you an invoice at the time of delivery.
13.7 As a business customer, payment is due and you become liable to pay for goods at month end following month of invoice issue, unless agreed credit terms apply, in which case you must pay in accordance with them. Time for payment is of the essence.
13.8 If you are a business customer 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).
13.9 As a business customer, all sums for goods supplied. whether or not invoiced, become immediately due and payable if you fail to pay our invoice on time.
13.10 We will exercise our statutory right to claim interest and compensation for debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) if you do not pay amounts due to us by the due date.
14. LIMITATION OF LIABILITY
14.1 Nothing in these terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability that cannot be limited or excluded by law.
14.2 Subject to clause 14.1 above, we will not in any circumstances be liable to you for any other loss, damage or liability, direct or indirect, consequential or otherwise.
14.3 If you are a business customer, we may refund or credit the price of damaged or faulty goods, or replace them (at our discretion) solely as expressly described in these terms. If you are a consumer, we will provide a full refund if the goods are damaged or faulty.
17. STAFF TRAINING
17.1 Telephone conversations may be recorded as an aid to training, so that we can enhance the performance of our customer service staff.
18.1 If you are a business customer, upon request, we may send you samples. Samples will be invoiced to you on dispatch and will be paid for by you in accordance with clause 13. You will be repaid or credited such payments in full provided they are returned to us carriage paid within 30 days of delivery to you, and they have not been used, worn or altered in any way, are still in the original packaging and otherwise fit to be returned to stock and resold by us.
19. INTELLECTUAL PROPERTY
19.1 You acknowledge that all intellectual property rights (including patents, trade marks, trade secrets, copyright, database rights, designs, inventions, know how and any other industrial or intellectual property rights of any nature whatsoever, whether registered, registrable or not, whether present or future, in any part of the world) in all items created by, or provided to you by, us (including goods described in our catalogue; bespoke goods ordered by you; and images, designs and other materials in our catalogue and on our websites) shall (as between you and us) belong to and vest in us absolutely.
19.2 You are permitted to use our intellectual property for the sole purposes of ordering goods from us, you may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the website.
20.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
20.2 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.
20.3 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.
20.4 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.
20.5 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 Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
20.6 Alternative terms, for customers outside of the UK may apply if goods are purchased through an agent/distributor of Ballyclare Limited. Please contact your agent/distributor for details.