Obligations
The Company shall provide the agreed Services or Products to the best of its ability.
The Company shall take all reasonable steps to comply with any timetable or other targets for progress or delivery or completion agreed between the Company and Client.
The Client shall provide to the Company all requested information and data required for the Company to provide the required Services or Products to allow the Company to comply with the above conditions.
If either party is unable or find it impracticable, to perform any of its obligations under these conditions due to circumstances beyond its control the offending party shall immediately give notice to the other party and indicate what steps (if any) are being taken to remedy the situation.
Limitation of Liability
The Company shall accept no liability for loss or damage to the Client arising from failure to provide the agreed Services or Products whether the fault lies with the Company or otherwise.
The Company accepts no liability for loss or damage to the Client arising from any material, data or instructions supplied by the Client or on its behalf which is incomplete, inaccurate, illegible, out of sequence or in the wrong form or arising from late arrival or non-arrival or any other fault by the Client or on its behalf.
The Client agrees to indemnify the Company, its employees and agents and shall hold them harmless from and against all loss, penalties, damages, liability, claims or expenses whatsoever arising in any way by the Client infringing - whether knowingly or otherwise - third party rights.
The Company endeavours to ensure that all information and material is correct and accurate but does not accept any liability for errors or omissions.
The Content of the Website is only for general information.
Intellectual Property
The Client shall retain the Intellectual Property Rights in the documents or other material or data provided to the Company.
The Company shall retain the Intellectual Property Rights in all documents or other material or data provided to the Client in the provision of Services or Products save that the Company shall have deemed to have granted the Client a non-exclusive and non-assignable licence to make use of any such documents or other material or data in the context of the provision of agreed Services or Products.
The customer shall not at any time, alter, deface, remove or obscure the Company’s logo, name, nameplate, or any of the Company’s trademarks or juxtapose with them any other mark likely to cause confusion or to use them on in connection with any goods other than the Company’s goods in the form supplied by the Company whether or not there shall be affixed to or displayed on goods supplied by the Company the name, trademark or logo of the Company.
Description of Goods
Every effort has been made to ensure that both the pictures and product descriptions accurately represent the products that you will receive, however Baby Zoop cannot guarantee that slight variations will not occur.
Confidentiality
All confidential information regarding the Client or the customers of the Client disclosed to the Company shall be regarded as disclosed in confidence and shall be used in connection with the affairs of the Client and not be passed on to any third party and/or in any way be made use of by the Company at any time either during or after the termination of this agreement save with consent or which comes into the public domain (otherwise than through the unauthorized disclosure by the Company).
The Client shall treat as confidential the Services supplied by the Company and either designated as confidential by the Company or confidential by its nature (Information). Information shall not include information that is lawfully in the possession of the Client otherwise than through disclosure by the Company or which is in the public domain (otherwise than through unauthorised disclosure by the Client).
Charges
The Client will be informed by the Company of any fees due prior to the provision of Services or Products.
The Company reserves the right to vary the charges for Products and/or Services from time to time without prior notice.
All charges quoted to the Client for the Products and/or Services are inclusive of any value added tax (VAT) for which the Client shall be additionally liable to pay at the appropriate rate.
Any charges and additional sums due to the Company shall be paid by the Client (together with any applicable value added tax (VAT) and without any set-off or other deduction) by the due date specified on the Company invoice.
If payment is not made on the due date the Company shall be entitled, without limiting any other rights the Company may have, to charge interest against the Client on the outstanding amount (both before and after any judgment) at the rate of 3% per month on the amount owed from the due date until the outstanding amount is paid.
The Company shall not refund any fees received from the Client for any reason other than failure to provide the agreed Services or Products.
All Products and Services remain the property of the Company until the Client has made payment in full. The Company has the right to withhold Products and/or Services until all fees owed are paid for in full by the Client.
In the event that the agreement to provide Products or Services is terminated before its completion, the Company shall be entitled to payment by the Client for any and all work completed on a quantum meruit basis.
Minimum internet order is £4.
Delivery, Shortage, Damage and Defects
The customer shall inspect the goods immediately upon delivery and shall within 7 days of such delivery give notice in writing to the Company if it is alleged that the goods are not in accordance with the contract. Any claims made outside of the 7-day period will not be accepted.
The Customer shall in respect of the alleged visible damage to the goods at the time of delivery make a note of the alleged damage on the accompanying the goods, and shall additionally within 7 days give notice in writing to the Company of such alleged damage.
If the Customer shall fail to give notice as required above (as applicable) then the goods shall be deemed in all respect to be in accordance with the contract and the Customer shall be deemed to have irrevocably and unconditionally accepted the goods as being completely satisfactory.
The Company shall not be liable to replace any product if it has not been properly maintained or has been misused, worn, washed, modified, altered or generally abused in any way.
Any claim against the Company in respect of goods lost in transit shall be made within 14 days of the date of invoice detailing the goods, which are the subject of such claim. Any claim outside this period of 14 days will not be accepted.
In case of any claim shall lie against the Company for non-delivery or short delivery of goods howsoever caused the Company shall not be liable for more than the invoice value of the items in question nor for any direct or consequential loss or damage.
The Company shall be entitled to make part deliveries and to invoice the Customer in accordance with these terms and conditions for such part deliveries.
Any delivery dates are estimates only and the Company shall not be liable for any loss, costs damage or expenses suffered by the Customer or any other person or company howsoever arising whether directly or indirectly out of any failure to meet estimated delivery dates.
The Company reserves the right to suspend delivery in respect of any order.
Delivery against order(s) placed for goods shall be clearly evidenced by the return to the company of its or its authorised carriers official delivery note which must be signed and dated by the Customer employee whose signature should be legibly identifiable on the delivery note, receipt by the Company of the signed delivery note acknowledging receipt of the goods shall be irrevocable proof of the specific items on the delivery note and no claim for shortage will be accepted.
Termination
This Agreement may be terminated:
Forthwith through written and mutual consent between the Company and the Client.
Forthwith by the Company if the Client fails to pay any fees due hereunder within the settlement period stated on the invoice presented to the Client.
Forthwith by either party if the other commits any material breach of any of these conditions (other than one falling within the above condition) and which (in the case of a breach capable of being remedied) has not been remedied within 30 days of a written request to remedy the same.
Forthwith by either party if the other party goes into liquidation, or (in the case of an individual) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.
Any termination pursuant to the proceeding clause shall be without prejudice to any other rights or remedies which a party may be entitled to hereunder or at law and shall not effect any previous rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continuing force upon or after such termination.
Obsolete and Discontinued Goods
All goods which are obsolete or no longer sold by the Company may not receive a refund or exchange. This also relates to items purchased and received within the 14 days returns notice. These items can be returned and exchanged for a credit note for 70% of the value of the sale.
Faulty items
All items deemed by the customer to have a manufactuers fault, must be returned to manufacturer for their professional assessment, any warranty or refund is dependent on their expert interpretation of the fault.
General
These conditions (together with terms if any which are agreed in writing between the parties) constitute the entire agreement between the parties and supersede any previous agreement or understanding. All other terms and conditions (express or implied by statue or otherwise) are excluded to the fullest extent permitted by law.
Any notice or other communication to be given by a party under these conditions must be in writing and must be given by delivery at or sending by first class post or other faster postal, E-mail, telex or facsimile transmission or other means of telecommunication in permanent written form (provided the addressee has his or its own facilities for receiving such transmission) to the last known postal or E-mail address or relevant telecommunications number of the other party. Where notice is given by sending in a prescribed manner it shall be deemed to have been received when in the ordinary course of the means of transmission it would be received by the addressee. To prove the giving of a notice it shall be sufficient to show it was despatched. A notice shall have been effect from the sooner of its actual or deemed receipt by the addressee.
At all times the Client must specify a communications address in a recognised form to which the Company may send all notices or other forms of communication, (particular in an emergency). Should the Client fail to notify the Company immediately of any change in particulars then the Company shall not be liable for any loss to the Client arising from any such failure.
If any provision of these conditions is held by any competent authority be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.
English Law will govern this Agreement and the parties agree to be subject to the exclusive jurisdiction of the Courts of England and Wales.
Any order placed through babyzoop.co.uk is a sign of agreement by the customer to these terms and conditions.
© Baby Zoop Ltd. 2007. |
