1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: The person, firm or company who purchases the Goods from the Company.
Company: DWN Limited (Company number: 7909282) whose registered office is situated at Unit 2, Barncoose Industrial Estate, Redruth, Cornwall TR15 3RQ. VAT registration number 123 3905 38
Company’s Website: http://www.bahneskateboards.co.uk/.
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 6.
Director: means a director of the Company.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
1.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
1.5 Condition headings do not affect the interpretation of these conditions.
2. Application of Terms
Please note that in some cases, the Company accepts orders as agents on behalf of third party suppliers and this will be confirmed during the order process. The resulting legal contract between the Buyer and that third party will be subject to these terms and conditions. In particular, issues regarding non-delivery, quality and liability will be determined in accordance with these conditions and will be dealt with by DWN Ltd.
In other cases we may accept orders which are satisfied by third party suppliers and this will be confirmed during the order process. The resulting legal contract is between the Company and the Buyer, and is subject to these conditions. In particular, issues regarding non-delivery, quality and liability will be determined in accordance with these conditions and will be dealt with by DWN Ltd.
2.1 Subject to any variation under condition 2.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a Director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.5 When placing an order through the Company’s Website:
(a) after placing an order, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy the Goods. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail that confirms that the Goods have been dispatched (the Dispatch Confirmation). The Contract will only be formed when we send you the Dispatch Confirmation; and
(b) the Contract will relate only to those Goods whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Goods which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.
2.6 If the Buyer places an order otherwise than through the Company’s Website:
(a) no order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer;
(b) the Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate; and
(c) any quotation is given on the basis that no Contract shall come into existence until the Company dispatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
3. Authority to Accept
3.1 The Buyer who accepts the terms of these conditions confirms that they are over eighteen years of age.
4. Consumer Rights
No provision of these terms and conditions will adversely affect the rights of any consumer (as defined in both the Unfair Contract Terms Act 1977 and the Unfair Terms in Consumer Contracts Regulations 1999).
5.1 The quantity and description of the Goods shall be as set out in the Company’s quotation, acknowledgement of order or Dispatch Confirmation.
5.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues, brochures or website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample.
6.1 Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the address specified by the Buyer when placing the order for the Goods.
6.2 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time (normally within 3 to 10 working days of acceptance of the order).
6.3 Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 2 months .
6.4 If for any reason the Company is unable to deliver the Goods on time because the Buyer has not provided a correct address, appropriate instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence); and
(b) the Goods shall be deemed to have been delivered.
6.5 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
6.6 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
7.1 The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
7.2 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 15 days of the acceptance of the order.
7.3 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
The Goods are at the risk of the Buyer from the time of delivery.
9.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s price list (as shown and updated on the Company’s Website from time to time) published on the date of delivery or deemed delivery.
9.2 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an acknowledgement of order or a Dispatch Confirmation.
9.3 The price for the Goods shall be inclusive of any value added tax.
9.4 All costs or charges in relation to packaging, loading, unloading, carriage and insurance will be paid by the Sellers.
9.5 If the Buyer refuses to accept delivery or is unavailable to accept delivery, the cost of redelivery shall be paid by the Buyer.
10.1 Subject to condition 10.4, payment of the price for the Goods is due in pounds sterling when placing an order with the Company.
10.2 Time for payment shall be of the essence.
10.3 No payment shall be deemed to have been received until the Company has received cleared funds.
10.4 All payments must be made by credit or debit card.
10.5 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
10.6 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
10.7 If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 3% above the base lending rate from time to time of Barclays Bank Plc, accruing on a daily basis until payment is made, whether before or after any judgment.
10.8 Should your order not be accepted we will refund your money in full and no contract will have been formed.
11. Cancellation/Returns Policy
11.1 Any order for Goods may be cancelled by the Buyer without penalty prior to dispatch of the Goods.
11.2 If the Buyer does cancel within this time limit, any payments will be refunded in full within 30 days.
11.3 Subject to condition 12 below, if you are dissatisfied with the Goods for any reason, you may return the Goods, setting out your reasons for the return to the address specified by the Company in the acknowledgement of order within 14 days of delivery.
11.4 Any Goods returned to the Company in accordance with this condition 11 must be returned complete, in perfect condition, unused and with the original packaging and all documentation.
11.5 The Buyer must arrange and pay for any returns of the Goods in accordance with this condition 11, unless the Goods are not of a satisfactory quality within the meaning of the Sale of Goods Act 1979.
11.6 The Company cannot accept any liability whatsoever for loss of any returned Goods in transit.
11.7 If Goods are delivered in damaged packaging the Buyer must write “received damaged” on the delivery note/confirmation form and notify the Company in writing in accordance with clause 17.
12.1 The Company is not the manufacturer of the Goods. The Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
12.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
12.3 The Company shall not be liable for a breach of the warranty in condition 12.2 unless:
(a) the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Buyer discovers or, if acting as a reasonable Buyer, would have discovered the defect; and
(b) the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods in the most economic method to the Company’s place of business at the Buyer’s cost for the examination to take place there. The Company will reimburse the Buyer’s reasonable cost incurred in returning the goods.
12.4 The Company shall not be liable for a breach of the warranty in condition 12.2 if:
(a) the Buyer makes any further use of such Goods after giving such notice; or
(b) the defect arises because the Buyer failed to follow the Company’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; or
(c) the Buyer alters or repairs such Goods without the written consent of the Company.
12.5 Subject to condition 12.3 and condition 12.4, if any of the Goods do not conform with the warranty in condition 12.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company.
12.6 If the Company complies with condition 12.5 it shall have no further liability for a breach of the warranty in condition 12.2 in respect of such Goods.
12.7 Any refunds will be made using the same method originally used to pay for the Goods within 30 days of the Company receiving notice of cancellation or 30 days of the Company sending confirmation to the Buyer via e-mail that a refund is due for delivery of defective Goods.
13. Limitation of liability
13.1 Subject to condition 6, condition 7 and condition 11, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
13.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
13.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
The buyer’s attention is in particular drawn to the provisions of condition 13.4
13.4 Subject to condition 13.2 and condition 13.3:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
14.1 The Company may assign the Contract or any part of it to any person, firm or company.
14.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
15. Force Majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 180 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
16.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
16.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
16.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
16.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
16.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
16.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
17.1 All communications between the parties about the Contract shall be in writing and delivered by hand, sent by pre-paid first class post, sent by fax or sent by email to the following addresses.
(a) (in case of communications to the Company by letter or by fax) to its registered office or such changed address as shall be notified to the Buyer by the Company; or
(b) (in the case of communications to the Company by email) to firstname.lastname@example.org; or
(c) (in the case of communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.
17.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax or email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
Communications addressed to the Company shall be marked for the attention of a Director.
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