Terms

 Terms of Sale

 

www.glaxio.co.uk

Terms of Sale

 

(1)      Introduction

 

Please read these terms of sale carefully.

 

You will be asked to expressly agree to these terms of sale before you place an order for products from our website.

 

(2)      Interpretation

 

In these terms of sale, “we” means Glaxio (and “us” and “our” will be construed accordingly); and “you” means our customer or potential customer for products (and “your” will be construed accordingly).

 

(3)      Order process

 

The advertising of products on our website constitutes an “invitation to treat”; and your order for products constitutes a contractual offer. No contract will come into force between you and us unless and until we accept your order in accordance with the procedure detailed below.

 

In order to enter into a contract to purchase products from us, you will need to take the following steps: (i) you must add the products you wish to purchase to your shopping cart, and then proceed to the checkout; (ii) if you are a new customer, you must then create an account with us and log in; if you are an existing customer, you must enter your login details; (iii) once you are logged in, you must select your preferred method of delivery and confirm your order and your consent to these terms of sale; (iv) you will be transferred to the PayPal or CardSave gateway which will handle your payment; (v) we will then send you an initial acknowledgement; and (vi) once we have checked whether we are able to meet your order, we will either send you an order confirmation (at which point your order will become a binding contract) or we will confirm by email that we are unable to meet your order.”

 

We will not file a copy of these terms of sale specifically in relation to your order. We may update the version of these terms of sale on the website from time to time, and we do not guarantee that the version you have agreed to will remain accessible. We therefore recommend that you download, print and retain a copy of these terms of sale for your records.

 

The only language in which we provide these terms of sale is English.

 

Before you place your order, you will have the opportunity of identifying whether you have made any input errors by [describe how]. You may correct those input errors before placing your order by [describe how].[1]

 

(4)      The products

 

[Describe products][2]

 

(5)      Price and payment[3]

 

Prices for products are quoted on our website. The website contains a large number of products and it is always possible that some of the prices on the website may be incorrect. We will verify prices as part of our sale procedures so that a product's correct price will be stated [when you pay for the product].

 

In addition to the price of the products, you [will/may] have to pay a delivery charge, which will be as stated [when you pay for the product].

 

Payment must be made [upon the submission of your order]. We may withhold the products and/or cancel the contract between us if the price is not received from you in full in cleared funds.

 

The prices on the website include all value added taxes (where applicable).[4]

 

Payment for all products must be made by [[insert method] OR [any method detailed on the website from time to time]].

 

Prices for products are liable to change at any time, but changes will not affect contracts which have come into force.

 

[If you dispute any payment made to us you must contact us immediately and provide full details of your claim. If you submit an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within [7] days following the date of the charge-back: (i) an amount equal to the amount of the charge-back; (ii) all third party expenses incurred by us in relation to the charge-back (include charges made by our or your bank or payment processor or card issuer); (iii) an administration fee of GBP [amount] [(including VAT)]; and (iv) all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this paragraph (including without limitation legal fees and debt collection fees).]

 

[Without prejudice to our other rights, if you submit an unjustified credit card, debit card or other charge-back, then we may terminate any contracts between you and us under these terms of sale by giving you written notice of termination.]

 

[For the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back.]

 

(6)      Your warranties

 

You warrant to us that:

 

(a)      you are legally capable of entering into binding contracts, and you have full authority, power and capacity to agree to these terms of sale;

 

(b)      the information provided in your order is accurate and complete;

 

(c)      you will be able to accept delivery of the products;

 

[(d)    you are resident in England or Wales; and]

 

[(e)    you are at least 18 years of age.]

 

(7)      Delivery policy[5]

 

We will arrange for the products to be delivered to the address for delivery indicated in your order.

 

We will use reasonable endeavours to deliver products on or before the date for delivery set out in our order confirmation or, if no date is set out in our order confirmation, within [number] days of the date of our order confirmation. However, we cannot guarantee delivery by the relevant date. We do however guarantee that unless there are exceptional circumstances all deliveries of products will be dispatched within [30][6] days of the later of receipt of payment and the date of our order confirmation.

 

[We will only deliver products within England and Wales.]

 

(8)      Risk and ownership

 

The products will be at your risk from the time of delivery. Ownership of the products will only pass to you upon the later of:

 

(a)      delivery of the products; and

 

(b)      receipt by us of full payment of all sums due in respect of the products (including delivery charges).

 

We will be entitled to recover payment for the products even where ownership has not passed to you.

 

(9)      “Cooling off” period[7]

 

Under the Distance Selling Regulations, you may cancel a distance contract to purchase a product or products from us at any time within 7 working days after the day you received the relevant products or products (subject to the limitations set out below).

 

In order to cancel a contract in this way, you must give to us written notice of cancellation.

 

[You will not have any such right insofar as a contract relates to: (i) the supply of any products which constitute audio or video recordings or computer software which have been unsealed by you; (ii) the supply of products the price of which is dependent upon fluctuations in financial markets which we cannot control; (iii) the supply of newspapers, periodicals or magazines; (iv) the supply of goods made to your specifications or clearly personalised; or (v) the supply of goods which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly.][8]

 

If you cancel a contract on this basis, you must promptly return the products to us, in the same condition in which you received them.

 

If you cancel a contract on this basis, you will be refunded in full (including the cost of sending the products to you). However, you will be responsible for paying the cost of returning the product to us.

 

If you cancel a contract on this basis and you do not return the products to us, we may recover the products and charge you for the costs we incur in doing so. Similarly, if you return the products at our expense, we may pass that expense on to you.

 

(10)    Statutory rights

 

Nothing in these terms of sale affects your statutory rights (including your right to receive a refund in respect of any defective product we sell to you).

 

(11)    Refunds

 

If you cancel a contract and are entitled to a refund, we will usually refund any money received from you using the same method originally used by you to pay for your purchase. We will process the refund due to you as soon as possible and, in any event, within 30 days of the day we received your valid notice of cancellation.

 

(12)    Limitations and exclusions of liability[9]

 

Nothing in the terms of sale will: (a) limit or exclude the liability of a party for death or personal injury resulting from negligence; (b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party; (c)      limit or exclude any liability of a party under Section 12, 13, 14 or 15 of the Sale of Goods Act 1979 or Part I of the Consumer Protection Act 1987; (d) limit any liability of a party in any way that is not permitted under applicable law; or (e) exclude any liability of a party that may not be excluded under applicable law. Any statutory rights which you have as a consumer, which cannot be excluded or limited, will not be affected by the terms of sale.[10]

 

[The limitations and exclusions of liability set out in this Section [and elsewhere in the terms of sale]: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the terms of sale or in relation to the subject matter of the terms of sale, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.]

 

[We will not be liable to you in respect of any losses arising out of any event or series of events beyond our reasonable control.]

 

[We will not be liable to you in respect of any business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.]

 

(13)    General terms

 

We will treat all your personal information that we collect in connection with your order in accordance with the terms of [our privacy policy]; use of our website will be subject to [our website terms of use].[11]

 

Contracts under these terms of sale may only be varied by an instrument in writing signed by both you and us. We may revise these terms of sale from time-to-time, but such revisions will not affect the terms of any contracts which we have entered into with you.

 

If any provision of these terms of sale is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and such invalid or unenforceable provisions or portion thereof will be deemed omitted.

 

No waiver of any provision of these terms of sale, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that provision or any other provision of these terms of sale.

 

You may not assign, charge, sub-contract or otherwise transfer any of your rights or obligations arising under these terms of sale.   Any attempt by you to do so will be null and void. We may assign, charge, sub-contract or otherwise transfer any of our rights or obligations arising under these terms of sale, at any time – providing such action does not serve to reduce the guarantees benefiting you under these terms of sale.

 

Each contract under these terms of sale is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under such contracts is not subject to the consent of any person who is not a party to the relevant contract.

 

Subject to the first paragraph of Section [12]: these terms of sale contain the entire agreement and understanding of the parties in relation to the purchase of products from our website, and supersede all previous agreements and understandings between the parties in relation to the purchase of products from our website; and each party acknowledges that no representations not expressly contained in these terms of sale have been made by or on behalf of the other party in relation to the purchase of products from our website.

 

These terms of sale will be governed by and construed in accordance with English law,[12] and the courts of England and Wales will have [non-]exclusive[13] jurisdiction to adjudicate any dispute arising under or in relation to these terms of sale.

 

(14)    About us

 

Our full name is Glaxio.

 

Our registered office is 5 Gerddi Ty Celyn, Cardiff, CF14 7TH

 

Our email address is info@glaxio.co.uk.

 

Our VAT number is GB 111271469.



[1]      The Ecommerce Regulations require that, before an order is placed, you must provide the customer with information about “the technical means for identifying and correcting input errors prior to the placing of the order” (Regulation 9(1)(c)). Moreover, you must actually provide “appropriate, effective and accessible technical means” to correct such errors (Regulation 11(1)(b)).

 

[2]      The Consumer Protection (Distance Selling) Regulations 2000 (the Distance Selling Regulations) require that suppliers provide “a description of the main characteristics of the goods”. You may refer here to a description elsewhere on the website.

 

[3]      The Distance Selling Regulations require that suppliers provide details of “the price of the goods or services including all taxes” and “delivery costs where appropriate”. Again, you may refer to information elsewhere on the website.

 

[4]      The Price Marking Order 2004 requires that traders provide VAT-inclusive prices to consumers.

 

[5]      This is a relatively brief “delivery” section. You may want to add provisions dealing with what happens in the event that the customer is unwilling or unable to take delivery of the products. This will be less relevant where the products can be posted through a letterbox.

 

[6]      This is the default long-stop period for the fulfilment of consumer supply contracts under the Distance Selling Regulations.

 

[7]      This section is necessary because of the Distance Selling Regulations. Do not delete.

 

[8]      You may delete this clause to the extent that your website will never sell the kinds of products referred to.

 

[9]      Contractual limitations and exclusions of liability are regulated and controlled by law, and the courts often rule that particular limitations and exclusions of liability in contracts are unenforceable. The courts are particularly likely to intervene where a party is seeking to rely on a limitation or exclusion of liability in a consumer contract or in its standard T&Cs, but will also sometimes intervene where a term has been individually negotiated. Generally speaking, you should take legal advice if you may wish to rely upon a limitation or exclusion of liability, or if you want to exclude or limit - or purport to exclude or limit - any liability to a consumer. Please note that the guidance notes to this Section provide only an incomplete and basic overview of this complex subject.

 

       Exclusions and limitations of liability in UK B2B and B2C contracts are regulated by The Unfair Contract Terms Act 1977 (“UCTA”). Relevant legislation in the case of B2C contracts also includes The Consumer Protection Act 1987 and The Unfair Terms in Consumer Contracts Regulations 1999.

 

       The courts may be more likely to rule that provisions excluding liability – as opposed to those merely limiting liability - are unenforceable.

      

       If there is a risk that any particular limitation or exclusion of liability will be found to be unenforceable by the courts (for example, because it may be unreasonable under UCTA), that provision should be drafted as an independent term, and be separately numbered from the other provisions.

 

       It may improve the chances of a limitation or exclusion of liability being found to be enforceable if the party seeking to rely upon it specifically drew it to the attention of the other party before the contract was entered into.

    

[10]     Do not delete this paragraph (except upon legal advice). Without this paragraph, the specific limitations and exclusions of liability will not usually be enforceable.

 

[11]     Add hyperlinks. The terms of use will need to cover all the basic disclosure requirements (including under the Ecommerce Regulations and the Companies Act 2006), as these are not covered in this terms of sale document.

 

[12]     These terms of sale have been drafted to comply with English law, and the governing law provision should not be changed without obtaining expert advice from a lawyer qualified in the appropriate jurisdiction. (NB in some circumstances the courts will apply provisions of their local law, such as local competition law or consumer protection law, irrespective of a choice of law clause specifying that a different law applies.)  

 

[13]     Choose “non-exclusive” jurisdiction if you may want to enforce the terms of sale against users outside England and Wales. Otherwise, choose “exclusive jurisdiction”. (NB in some circumstances your jurisdiction clause may be overridden by the courts.)