TERMS AND CONDITIONS OF SUPPLY
OF PASSION CHOCOLATE LIMITED
Interpretation and Construction
In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: these terms and conditions as amended from time to time in accordance with clause 3.
Contract: the contract between the Supplier and the Client for the supply of Goods in accordance with these Conditions.
Consumer: an individual who, in his dealings with the Supplier, is not acting for the purposes of a business.
Client: the person or body corporate who purchases the Goods from the Supplier.
Force Majeure Event: has the meaning given to it in clause 11.
Goods: the goods (or any part of them) set out in the Order.
Order: the Client's order for the supply of Goods, as set out in the Client's purchase order form.
Supplier: PASSION CHOCOLATE LIMITED.
Construction. In these Conditions, the following rules apply:
(a) a person includes a natural person, body corporate or unincorporated body (whether having separate legal personality);
(b) a reference to the terms ‘us’, ‘we’ is a reference to the Supplier and a reference to the terms ‘you’, ‘your’ is a reference to the Client;
(c) a reference to a party includes its personal representatives, successors or permitted assigns;
(d) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(e) any phrase introduced by the terms ‘including’, ‘include’, ‘in particular’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(f) references to ‘writing’ or ‘written’ include faxes and e-mails.
2. Basis of Sale
2.1 The Order constitutes an offer by the Client to purchase Goods in accordance with these Conditions. An Order for Goods shall be deemed conclusive evidence of the Client’s acceptance of these Conditions.
2.2 We must receive payment of the whole of the price for the Goods that you order before your Order can be accepted. Once payment has been received by us, we will confirm that your Order has been accepted by sending an email to you at the address you provide in your order form, at which point and on which date the Contract shall come into existence (Commencement Date).
We reserve the right to refuse the Order. Non-acceptance of an Order may, for example, result from one of the following:
The Goods ordered being temporarily or permanently out of stock;
Our inability to obtain authorisation of payment;
The identification of an error within the Goods information, including price or promotion. If we do refuse an Order we will notify you by e-mail and will re-credit to your account any sum deducted by us from your debit/credit card as soon as possible but in any event within 7 days of your Order. We will not be obliged to offer any additional compensation for disappointment suffered.
3. Orders and Specifications
These Conditions shall apply to all contracts for the sale of Goods by the Supplier to the Client to the exclusion of all other terms and conditions including any terms or conditions which the Client may seek to apply under any purchase order, order confirmation or similar document.
Any variation to these Conditions (including any special terms and conditions agreed between the parties including without limitation as to discounts) shall be inapplicable unless agreed in writing by the Supplier.
Any advice, recommendation, specification or representation given by the Supplier or its employees or agents to the Client or its employees or agents as to the storage, application or use of the Goods or otherwise which is not confirmed in writing by the Supplier is followed or acted upon entirely at the Client’s own risk, and, accordingly, the Supplier shall not be liable for any such advice, recommendation or representation which is not so confirmed.
Nothing in these Conditions shall affect the statutory rights of any Client dealing as a Consumer.
4. Price and payment
We endeavour to keep our website prices updated and accurate, but it is possible that the price may have increased from that published. If that happens, we will not send your Order until you have confirmed that you wish to order at the new price.
Banking charges by the receiving bank on payments to us will be borne by us. We accept payments made in Pounds Sterling only.
Prices include value added tax (VAT) where applicable.
Our delivery charges are set out on our website during the Order process.
Payment for the Goods is made in full when ordering the Goods. We must receive payment of the full total price for the Goods that you order before your Order can be accepted. Where the Client requires delivery of the Goods by instalments, payment is still required in full when ordering the Goods.
Unless otherwise agreed in writing, delivery of the Goods shall take place at the address specified by you in your order form on the date specified by the Supplier. The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
Delivery of the Goods is made only to the United Kingdom.
Delivery of the Goods is made by 2nd class Royal Mail recorded delivery and will need to be signed for. If no-one is available to accept delivery during normal working hours, a card will be left by Royal Mail advising that they tried to deliver and details of how to collect or arrange re-delivery.
We are unable to accept liability if delivery cannot be carried out on the day that the item was expected or if the Goods are not stored correctly during their transit to the delivery addresses or Royal Mail depots. Especially we cannot accept responsibility for weather conditions or excessive over-handling or action of rodents once the Goods have left our control.
Although we are pleased to offer a standard 2-3 working days’ delivery service, this is an estimate only. Time for delivery shall not be of the essence of the Contract and while every reasonable effort will be made to comply with such dates, compliance is not guaranteed, and the Client shall have no right to damages or to cancel the Order or to refuse the delivery for failure for any cause to meet any delivery estimated date stated. However, if your Order isn’t delivered within 30 days of the Commencement Date, you have the right to cancel the Contract and get a full refund.
If the Client fails to accept delivery of Goods on the delivery date or within 3 days of notification that they are ready for dispatch whether prior to or after the estimated delivery date, we reserve the right to ask the Client to pay reasonable storage charges until the Goods are either dispatched to the Client or disposed of elsewhere. We accept no liability if delivery is not made due to the recipient not being available or due to the recipient failing to contact us within a reasonable time to arrange collection.
The Client is required to test Goods upon delivery and shall be deemed to have accepted the Goods 30 days after delivery to the Client. Accordingly, no claim for defect, damage or quality will be entertained (without prejudice to our other rights pursuant to these Conditions) unless written notice together with all supporting evidence is received by us within 30 days of delivery (as set out in clause 8-Return of Goods). After acceptance, the Client shall not be entitled to reject Goods which are not in accordance with the Contract.
Where the Client requires delivery of the Goods by instalments, rescheduling requires the Supplier’s written agreement.
6. Risks and Transfer of Title
You will become the owner of the Goods you have ordered when they have been delivered to you. Once Goods have been delivered to you or to someone else you have nominated to receive them on your behalf such as a neighbour, they will be held at your own risk and we will not be liable for their loss or destruction.
7. Cancellation of Order
If you purchased the Goods as a Consumer, you may cancel your Order at any time from the moment you place your Order until 14 days from the day you receive the Goods. You do not need to give us any reason for cancelling your Contract nor will you have to pay any penalty.
This 14-day period is the time you have to decide whether to cancel and to let us know of your decision, you then have a further 14 days to actually return the Goods in the same condition in which you received them.
However, for reasons related to health or hygiene, the option to cancel your Order is not available when the Goods are perishable (as is the case of most of our Goods). In addition, we cannot refund your money if the Goods are made/prepared especially for your Order or have been unsealed after delivery.
If you cancel before we have sent the Goods, we will refund to you the price of the Goods and the cost of delivery, if any.
If you cancel after we have despatched the Goods, we will refund the price of the Goods and the cost of basic delivery even if you had opted and paid for enhanced delivery service.
You are responsible for the cost of returning the Goods.
A deduction can be made to the refund of the price of the Goods if the value of the Goods has been reduced as a result of you handling the Goods more than was necessary. The extent to which you can handle the Goods is the same as it would be if you were assessing them in a shop.
To assist us in identifying your Goods on receipt by us, we will provide you with a return reference to be placed below our address label on the return parcel.
If you fail to return the Goods within 14 days, we are entitled to arrange for their collection. If we do so, we shall look to you to repay us the cost of collection.
We will refund your money within 14 days of either us getting the Goods back, or you providing evidence of having returned the Goods (for example, a proof of postage receipt from the post office), whichever is the sooner.
This paragraph does not affect your rights in the event that the Goods are faulty (as set out in clause 8).
8. Returning Faulty Goods
Our most important task is to ensure the Client’s absolute satisfaction. We will always strive to reach that target. However, we acknowledge that mistakes are made occasionally. This paragraph covers that possibility. If you are not wholly satisfied with the Goods, please tell us at the earliest opportunity, and in any case within 30 days after delivery of the Goods to you as set out in clause 5, exactly what is the fault; the date, if relevant, when the fault became apparent; when and how you discovered the fault; how the fault affected your use of the Goods.
So far as possible, the Goods should be returned with all packaging in their original condition; securely wrapped; including our delivery slip and the return reference label. We will bear any reasonable costs for returning the Goods, other than any costs incurred by you in returning the Goods in person to our address.
Once the Goods have been approved for return, you may choose to have the Goods replaced or to have a refund.
If you choose to have a refund, we shall give you the refund without undue delay, and in any event within 14 days beginning with the day on which we agreed that you were entitled to a refund.
The Contract between the Client and the Supplier for the sale of Goods as well as its performance shall not be assigned or transferred.
10. Limitation of Liability
Where the Supplier is liable regarding the performance of the Contract, the Supplier shall be liable for loss or damage suffered by the Client but in an amount not exceeding the Price. The Supplier shall not be liable for the Goods’ defect if:
a) the defect arises because the Client failed to follow the Supplier’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods (or if there are none) good trade practice.
b) the Client alters or repairs such Goods without the written consent of the Supplier.
c) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal use.
Nothing contained in these Conditions shall be construed so as to limit or exclude the liability of the Supplier for death or personal injury as a result of the Supplier’s negligence or that of its employees or agents.
11. Force Majeure
We shall have no liability to you for any failure to deliver Goods you have ordered or any delay in doing so, or for any damage to Goods delivered that is caused by any event or circumstance beyond our reasonable control including, without limitation, acts of God, strikes, lock outs, accidents, war, fire, breakdown of systems or network access, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, or poor conditions of storage once the Goods have left our control. The Supplier shall be entitled to a reasonable extension of time to perform its obligations in case of delay for the delivery of the Goods due to Force Majeure. If the delay persists for such time as the Supplier considers unreasonable, it may without liability on its part, terminate the Contract or any part of it.
The failure by either party to enforce at any time or for any period any one or more of the Conditions herein shall not be a waiver of them or of the right at any time subsequently to enforce all Conditions of this Contract.
If any term or provision of these Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Conditions had been agreed with the invalid, illegal or unenforceable provision eliminated.
14. Law and Jurisdiction
This Contract shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusion jurisdiction of the English courts.