The customer's attention is drawn in particular to the provisions of clause 9.
We advise you to keep a copy of the Contact once your order has been accepted.
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
the terms and conditions set out in this document as amended from time to time in accordance with clause 12.2.
the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
the person or firm who purchases the Goods from the Supplier with the intention of purchasing the Goods for own use rather than to sell them on as part of a business.
an event or circumstance beyond a party's reasonable control.
“Intellectual Property Rights”
the goods (or any part of them) set out in the Order.
patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
the Customer's order for the Goods, pursuant to the Customer’s Purchasing Account or the Customer’s order for Goods, made via the Site, where the Customer does not have a Purchasing Account.
means the Customer’s registration as an account holder on the Supplier’s Site used to purchase the Goods.
means www.merchoid.com and/or its variants which relate to business to business sales.
Merchoid Limited (registered in England and Wales with company number 09739902) and its successors in title and assigns from time to time.
1.2.1 a reference to a statute or statutory provision is a reference to such statute or 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.
1.2.2 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.
1.2.3 a reference to writing or written includes emails.
1.2.4 a reference to the Supplier shall include the Supplier’s partners, agents, employees and any other person authorised by the Supplier where relevant.
2. Basis of Contract
2.1 To place an Order, the Customer can either set up a Purchasing Account or place an order directly via the Site. Whether the Order is placed via the Purchasing Account or not, the Customer must add the required Goods to the cart and click ‘checkout’. When placing an Order, the Customer must enter the following details where indicated on the Site:-
2.1.1 Full name
2.1.3 Shipping Address
2.1.4 Telephone number
2.1.5 Email address
2.1.6 Payment method and payment information.
2.2 On placing an Order via the Site, the Customer warrants and confirms that all details provided by the Customer are correct, that the payment method used and address details are its own and that the Customer has sufficient funds to cover the Goods.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate.
2.5 The Order shall only be deemed to be accepted when the Supplier verifies the information provided by the Customer and issues written acceptance of the Order, at which point the Contract shall come into existence.
2.6 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that are inconsistent with these Conditions.
2.7 Any samples, descriptive matter or advertising produced by the Supplier and any descriptions listed on the Supplier's Site are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force and shall be subject to variations from time to time by the Supplier .
2.8 The Supplier reserves the right to change information, prices and descriptions of the listed Goods on the Site. Any changes to the Order shall be verified in writing by the Supplier to the Customer. The Supplier reserves the right on the sale of any Goods to make, prior to delivery, any alteration to or departure from the description or design of the Goods and the Customer cannot refuse to accept the delivery of the Goods on that basis.
2.9 The Supplier reserves the right to amend the description of the Goods if required by any applicable statutory or regulatory requirements.
3.1 The Supplier shall ensure that each delivery of the Goods is accompanied by the verification email issued at acceptance of the Order together with any subsequent revisions and/or amendments that shows the date of the Order, the type, price, estimated delivery and quantity of the Goods.
3.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (" Delivery Location") at any time after the Supplier notifies the Customer that the Goods are ready . If the Goods are not in stock the Supplier shall send the Customer an estimated delivery date to the email address provided by the Customer when placing the Order. The latest shipping dates can be accessed by referring to the Suppliers website. http://www.merchoid.com/order-lookup/
3.3 Where the Customer is a new Customer, no delivery will be made unless the Customer has complied with the Suppliers verification process in accordance with clause 2.1 to 2.2.
3.4 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
3.5 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event, delays caused by the manufacturer, delays incurred due to technical failures including but not limited to, server errors, breakdown of software etc., or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods for the avoidance of doubt the Supplier reserves the right to change the delivery date quoted.
3.6 If the Supplier fails to deliver the Goods, due to its own default and not as a result of any circumstance listed in accordance with clause 3.5, its liability shall be limited to the price of the Goods.
3.7 If the Customer fails to accept or take delivery of the Goods within three Business Days of the Supplier attempting delivery and/or notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract:
3.7.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
3.7.2 the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
3.8 If ten Business Days after the day on which the Supplier attempted delivery and/or notified the Customer that the Goods were ready for delivery the Customer has not taken OR accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
3.9 If the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, an adjustment shall be made to the Order invoice .
3.10 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
4. Title and Risk
4.1 The risk in the Goods shall pass to the Customer on completion of delivery in accordance with clause 3.
4.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other Goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
4.3 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8 and/or in the happening the event set out in clause 3.8, then, without limiting any other right or remedy the Supplier may have:
4.3.1 the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
4.3.2 the Supplier may at any time require the Customer to deliver up all Goods in its possession and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
5. Price and Payment
5.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list (as published on the Supplier’s Site) in force as at the date of delivery in such currency as applied to the Customer’s domicile.
5.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
5.2.1 any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, exchange rates, margins, shipping costs and increases in labour, materials and other manufacturing costs);
5.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
5.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
5.3 Customers will be directed to their regional Site dependant on where they are making the Order from.
5.4 Payment will be made in the Customer’s respective currency and will be deducted immediately pursuant to the Customer’s payment method following successful placement of the Order.
5.5 The price of the Goods:
5.5.1 includes amounts in respect of value added tax (VAT) when such prices are quoted in Pound Sterling and, or, Euros;
5.5.2 excludes amounts in respect of value added tax (VAT) when Goods are ordered for delivery outside the EU.
5.5.3 includes the costs and charges of packaging, insurance and transport of the Goods when the Customer selects the free shipping option when placing the Order;
5.5.4 excludes costs and charges of packaging, insurance and transport of the Goods when the Customer selects an alternative delivery method, which shall be invoiced to the Customer.
5.6 When ordering products for delivery outside of the EU the Customer may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance must be borne by the Customer; the Supplier has no control over these charges. Customs policies vary widely from country to country and therefore the Customer should contact the local customs office for further information.
5.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
5.8 If the Customer has pre – ordered Goods then the Customer shall pay in full clear funds before the scheduled release date of the Goods.
5.9 The Customer will have the option to pay for the Goods via PayPal or credit or debit card, on successful placement of the Order via the Site.
5.10 The Supplier shall be under no obligation to fulfil an Order which is advertised at an incorrect price.
5.11 The Supplier will not accept any liability if an error is discovered in the price of the Goods that the Customer has ordered. If an error in the price is discovered which relates to the Goods the Customer has ordered, the Supplier will confirm in writing the correct price of the Goods. The Customer shall have the option of confirming the Order at the correct price or if the Customers so chooses, to cancel the Order. If the Customer chooses to cancel the Order, the Supplier will refund the full amount in accordance with clause 11.3.
5.12 The Supplier can, at any time, refuse the Order. If the Order is refused after payment has been made by the Customer, the Supplier will refund the Customers such payment within 172 hours. This payment shall be returned in accordance with the Customer’s original payment method. The Supplier shall not be liable for any bank account charges that the Customer may incur as a result of the refund. The Customer’s Purchasing Account shall be automatically cancelled on such refusal.
5.13 If the Customer wishes to challenge the charge and item on the invoice, they must do so within 30 days of the date of the invoice they are seeking to challenge.
6. Intellectual Property Rights
6.1 All Intellectual Property rights in or arising out of or in connection with the Goods shall be owned by the Supplier.
6.2 The Customer acknowledges that, in respect of any third party Intellectual Property Rights in the Goods, the Customer’s use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer and the Customer shall, where required, sign any such agreement reasonably required by any relevant licensor to protect the licensor’s interest.
6.3 Any goodwill accruing from the use of the Supplier’s name and the Supplier’s affiliates trademarks, trade and business names and service marks under this Contract will vest in the Supplier and the Supplier’s affiliates as appropriate.
7. Licence and access
7.1 Subject to the Customer’s compliance with this Contract and the Customer’s payment of any applicable fees, the Supplier or its content providers grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable licence to access and make personal and non-commercial use of the Supplier’s services. This licence does not include any resale or commercial use of any the Supplier’s services or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any of the Supplier’s services or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
7.2 All rights not expressly granted to the Customer in this Contract are reserved and retained by the Supplier or its licensors, suppliers, publishers, rights holders, or other content providers. No part of any of the Supplier’s service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
7.3 The Customer shall not frame or use framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout, or form) of the Supplier without our express written consent. The Customer shall not use any meta tags or any other "hidden text" utilising the Supplier’s name or trademarks without our express written consent.
8.1 For the products bought online the Customer has a legal right to change its mind within 14 days and receive a refund. If the Customer exercises the right to do the same, the Customer must send off the Goods within 14 days of informing the Supplier it wishes to end the contract. The Customer will be liable for all costs incurred in returning the product.
8.2 Without limiting its other rights or remedies, the Supplier may terminate this Contract and suspend or terminate the Customer’s access to the Site with immediate effect without giving written notice to the Customer.
8.3 The Contract shall be terminated with immediate effect if:
8.3.1 If the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so; and/or
8.3.2 If the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and/or
8.3.3 If the Customer fails to provide the Supplier within a reasonable time frame with sufficient information to enable the Supplier to determine the accuracy and validity of any information provided by the Customer; and/or
8.3.4 the Supplier suspects the Customer has engaged, or is about to engage, or has in anyway been involved in fraudulent or illegal activity.
8.3.5 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.3.1 to clause 8.3.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them .
8.4 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect without giving written notice to the Customer if the Customer fails to pay any amount due under the Contract.
8.5 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices.
8.6 Termination of the Contract shall not affect the Supplier’s right and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
8.7 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
8.8 All requests to cancel, return and refund the Order must be requested through the Site. If the Customer places a request to cancel the Purchasing Account, the same will be cancelled within 28 days of the Supplier receiving confirmation in writing. The Supplier reserves the right to deduct any outstanding balances from the Customers Purchasing Account prior to the cancellation becoming effective.
8.9 In the event of the Customer terminating the Contract, the Supplier shall not be obliged to refund any monies.
9. Limitation of Liability
9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
9.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
9.1.2 fraud or fraudulent misrepresentation;
9.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
9.1.4 defective products under the Consumer Protection Act 1987; or
9.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
9.2 Subject to clause 9.1:
9.2.1 the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of data (including but not limited to customer data), loss from claims by third parties or any indirect or consequential loss arising under or in connection with the Contract; and
9.2.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £5,000.00 or the amount paid by the Customer under the Contract, whichever is lower; and
9.2.3 to the fullest extent permitted by law, the Supplier makes no (and expressly excluded all representations or warranties of any kind, express or implied, which respect to the Site or the information, content, materials or Goods included in this Site including, without limitation, warranties of satisfactory quality, merchantability and/or fitness for a particular purpose. It shall be the Customer’s responsibility to ensure the Goods are fit for purpose. In addition, the Supplier does not represent or warrant that the information accessible via the Site is accurate, complete or current; and
9.2.4 the Supplier shall not be liable for the content of third party websites which have links on the Site. The Customer shall indemnify the Supplier for all losses suffered as a result of the use of the API system by the Customer or anyone whether authorised by the Customer or not, in full and at all times as an ongoing obligation; and
9.2.5 the Supplier shall not be liable for any breach of law, rule and/or regulation that governs the Customers’ jurisdiction. It is assumed the use and purpose for which the Customer purchases the Goods does not breach any law, rules and/or regulations of the jurisdiction the Customer purchases the Goods in; and
9.2.6 the Supplier shall not be liable for any delivery failure(s) of emails sent if the Customer has supplied the Supplier with an invalid or incorrect address; and
9.2.7 the Supplier shall have no liability for Goods being purchased via the Site by Customers who are not of the suitable age for the said product. Ratings will be displayed to indicate the suitability of the content for certain age groups.
10. Force Majeure
10.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for 6 months the party not affected may terminate this Contract by giving 4 weeks written notice to the affected party.
11. Customer Returns
11.1 Once the Customer has received the Goods and subsequently wants to return the Goods to the Supplier, the Supplier is only able to exchange or refund Goods that are returned in their original unopened form and in a resalable condition. If the Goods meet the requirements in 11.1 the Supplier shall exchange or refund the Customer, in full, pursuant to clause 11.3. The Supplier shall not refund any shipping costs or any additional costs incurred. Only the price of the Goods shall be refunded.
11.2 All returns must be received by the Supplier within 100 days of the Supplier’s delivery date.
11.3 Any refund issued by the Supplier will be issued 14 days after the Supplier is in receipt of the returned Goods. All refunds shall be returned in accordance with the Customer’s original payment method.
11.4 If the Goods are not working and the Customer has contacted the Supplier’s customer service representative (details of which are on the Site) to discuss the Goods and no resolution can be provided, a full refund shall be given to the Customer in accordance with clause 11.3. The Supplier will endeavour to respond to all Customer enquiries within 5 working days.
12.1 Assignment and other dealings.
12.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
12.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
12.2 The Supplier may amend the terms of this Contract from time to time, and place new versions on the Site. For users purchasing Goods from the Site for the first time, all purchasers from the date that the amended version of the Contract is placed on the Site, will be governed by the new Contract otherwise such changes will be effective against existing Customers 30 days following the amended Contract being available on the Site. The Customer’s continued use of the Site following the uploading of the new Contract will constitute the Customers’ acceptance of such changes.
12.3.1 The Supplier shall hold all information that relates to the Customer in accordance with the Data Protection Act 1998.
12.3.2 The Customer is responsible for maintaining the confidentiality of the Purchasing Account and password and for restricting access to their computer and devices, and to the extent permitted by applicable law the Customer agrees to accept responsibility for all activities that occur under the Purchasing Account or password. The Customer should take all necessary steps to ensure that the password is kept confidential and secure and should inform the Supplier immediately if they believe the password has become known to anyone else , or if the password is being, or is likely to be used in an unauthorised manner.
12.4 Entire agreement.
12.4.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.4.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
12.5.1 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6.1 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.7.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.8.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be sent by email.
12.8.2 A notice or other communication shall be deemed to have been received on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.
12.8.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
12.9 Third party rights.
12.9.1 No one other than a party to this Contract have any right to enforce any of its terms.
12.10 Governing law.
12.10.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales
12.11.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.