ECOPRAMS TERMS AND CONDITIONS OF SALE
1. INTRODUCTION
1.1 We operate the website www.ecoprams.com ("our site"). We are EcoPrams Ltd, a company registered in England and Wales under company number 15070786 and with our registered office at 9 Lyneham Road, Luton, England, LU2 9JS ("we", "our", "us" or "EcoPrams").
1.2 These terms and conditions ("Terms"), together with our Terms of Website Use, tell you information about us and the legal terms and conditions on which we sell the Products to you. The Terms and Terms of Website Use are together the "Agreement".
1.3 If you are a consumer then references in these Terms to "you" are to the individual using our site and ordering Products for private and non-commercial purposes (as applicable). If you are a business, references in these Terms to "you" are to the business that you have the authority to bind in accordance with clause 2.
1.4 Please read these Terms carefully and make sure that you understand them, before purchasing any Products. Please note that by purchasing any of our Products, you agree to be bound by these Terms and the other documents expressly referred to in them.
1.5 You should print a copy of these Terms or save them to your computer for future reference.
1.6 We amend these Terms from time to time as set out in clause 9. Every time you wish to purchase Products, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated in October 2015.
1.7 In these Terms:
1.7.1 "Customer Account" means a customer account which has been opened by you through our site in order to purchase Products and is identified by way of an allocated account number generated by us; as is agreed between you and us in writing;
1.7.2 "Delivery Date" means on or before 31st August 2024, or such other date.
1.7.3 "Enquiry" has the meaning given in clause 3.2.1;
1.7.4 "Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, snow, flood, earthquake, subsidence, epidemic or other natural disasters, failure of public or private telecommunications networks, the impossibility of the use of motor transport or other means of public or private transport, road traffic accidents, road closures or mechanical failure;
1.7.5 "Order" has the meaning given in clause 3.2.4;
1.7.6 "Order Confirmation" has the meaning given in clause 3.2.4;
1.7.7 "Order Deadline" means 31 15 January February 2016, or such later date as is notified by us to you from time to time;
1.7.8 "Products" means the prams and other products that are available to purchase on our site from time to time;
1.7.9 "Terms" has the meaning given in clause 1.2;
1.7.10 "VAT" means Value Added Tax;
1.7.11 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.7.12 a reference to a party includes its successors or permitted assigns;
1.7.13 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;
1.7.14 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
1.7.15 a reference to writing or written includes e-mails.
2. IF YOU ARE A BUSINESS CUSTOMER
This clause 2 only applies if you are a business.
2.1 If you are not a consumer, you confirm that you have the authority to bind any business on whose behalf you purchase Products under an Order.
2.2 The Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.
2.3 You acknowledge that in entering into the Agreement you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. You and we agree that neither party shall have any claim for innocent or negligent misrepresentation based on any statement in the Agreement.
2.4 Nothing in this clause shall exclude liability for either party's fraudulent misrepresentation.
3. THE ORDER PROCESS
PLEASE NOTE: We must obtain Orders for a sufficient number of Products before the Order Deadline to enter into production. Therefore, by placing an Order you acknowledge that our ability to satisfy such Order is dependent on us receiving a sufficient number of Orders before the Order Deadline. If we do not receive a sufficient number of Orders prior to the Order Deadline, we will inform you as soon as reasonably possible following the Order Deadline and will refund you the purchase price of the Products in your Order (and any delivery costs) within seven days of the Order Deadline.
3.1 You must be at least 18 years of age to order Products from our site.
3.2 The ordering process for purchasing Products is as follows:
3.2.1 you shall follow the procedure set out on our site and submit an order for Products before the Order Deadline, the order that you submit being an "Enquiry";
3.2.2 during the order process set out in clause 3.2.1 above, if you do not already have a Customer Account, you shall provide personal details that will automatically create a Customer Account for you upon completion of the Enquiry;
3.2.3 you shall select a password as part of the registration process to open your Customer Account. You must use all reasonable steps to keep your password confidential, and must inform us if you suspect or discover that your password has become known to someone else; and
3.2.4 once we have assessed your Enquiry, and if we decide that we will proceed with your order, we will send you an email ("Order Confirmation") to confirm: (i) that your order has been accepted; and (ii) that, the subject to us receiving a sufficient number of Orders to begin production of the Products before the Order Deadline, your Order will be delivered to you on the Delivery Date. Once we send you the Order Confirmation, your Enquiry will become an "Order". This Agreement together with the Order will become legally binding on you and us when we send you the Order Confirmation and each Order shall incorporate the Terms and shall be a new and separate contract between you and us.
4. THE PRODUCTS
4.1 The images of the Products on our site are for illustrative purposes only. Your Products may vary slightly from those images.
4.2 Payment for the Products is in advance using a credit card, debit card or PayPal. We will charge you for the Products (and any associated delivery charges) when we send you the Order Confirmation.
4.3 The prices of the Products will be as quoted on our site at the time you submit your Order. Prices for our Products may change from time to time, but changes will not affect any Order you have already placed.
4.4 The price of Products includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Products in full before the change in VAT takes effect.
5. DELIVERY
5.1 We will endeavour to deliver all Orders on or before the Delivery Date. However, occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 15 for our responsibilities when this happens.
5.2 All deliveries will be made to you at the address specified by you in the Order. We may, at our discretion and expense, deliver parts of your Order separately, but we will notify you in advance if that will be necessary (and you may cancel your Order and receive a full refund if you do not wish to proceed). All deliveries must be signed for and you will be responsible for the Products as soon as they are delivered and found to conform to the Order. However, you will only own the Products following delivery and once we have received payment in full, including all applicable delivery charges.
5.3 If we cannot deliver the Products to you at the address you have specified for any reason (other than when we are at fault), we will notify you and store the Products at your risk. If you wish us to redeliver the Products to you, we will need to contact you using the details provided in your Customer Account so that you can authorise us to charge your credit card/debit card for such re-delivery. If you do not wish for your Products to be re-delivered or we do not hear from you within [14 days], we will cancel your Order and refund your payment to you less any reasonable delivery charges we have incurred.
5.4 If we miss the Delivery Date for any Products then you may cancel your Order straight away if any of the following apply:
5.4.1 we have refused to deliver the Products;
5.4.2 delivery within the delivery deadline was essential (taking into account all
5.4.3 you told us before we accepted your order that delivery within the delivery
(This clause 5.4 only applies if you are a consumer)
5.5 In addition to the United Kingdom, We deliver to each country within the European Economic Area.
5.6 If you order Products from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
5.7 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before ordering any Products.
5.8 You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law. the relevant circumstances); or the deadline was essential.
6. RESTRICTIONS ON USE OF THE PRODUCTS
6.1 You must not:
6.1.1 use the Products or our site except as expressly permitted by the instructions that come with the Products and the terms of this Agreement; or
6.1.2 if you are a consumer, offer in any manner, sub-license or re-sell the Products or use of the Products, to a third party, for any reason whatsoever without our prior written consent.; or
6.1.3 knowingly sell or supply any Products to persons who are not reputable and/or to:
(i) any persons by whom sale of the Products would (or it can be
(ii) any persons who are (or it can be reasonably suspected that such reasonably expected that such sale may) damage the reputation, goodwill, value, validity, enforceability or integrity of the EcoPrams brand and/or the intellectual property of EcoPrams; persons are) engaged in illegal activities, including dealing in counterfeit or unlicensed products (including, without limitation, any products the sale of which infringes the intellectual property rights of EcoPrams or any third party); or
(ii) above and the identity of which we notify to you from time to time,
(iii) any persons which we reasonably believe fall within categories (i) or save that the foregoing shall not prohibit you from supplying Products in response to unsolicited orders through any distribution channel within the European Economic Area.
7. LIMITATION OF LIABILITY
7.1 If you are a consumer:
7.1.1 we only supply the Products to you for your domestic and private use and
7.1.2 subject to clause 7.3, if we fail to comply with the Agreement, we are you agree not to use the Products for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity; and responsible for loss or damage you suffer that is a foreseeable result of our breach of the Agreement or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the Agreement.
7.2 If you are a business:
7.2.1 subject to clause 7.3, we will under no circumstances whatsoever be liable to
7.2.2 subject to clauses 7.2.1 and 7.3 our total liability to you in respect of all other you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for (i) any loss of profits, sales, business, or revenue; (ii) loss or corruption of data, information or software; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) loss of goodwill; or (vi) any indirect or consequential loss; losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of the Products in the relevant Order; and
7.2.3 you shall indemnify us and keep us indemnified for any and all losses resulting from all claims, demands, liabilities, damages, costs and expenses incurred by us or by any of our contractors, carriers, agents, employees or affiliates which arise out of your use of the Products or your breach of this Agreement.
7.3 Nothing in these Terms excludes or limits our liability for:
7.3.1 death or personal injury caused by our negligence;
7.3.2 fraud or fraudulent misrepresentation; or
7.3.3 any other liability that cannot be excluded by law.
7.4 Except as set out in this Agreement, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
7.5 This clause 7 shall survive termination of the Agreement.
8. HOW WE USE YOUR PERSONAL INFORMATION
We only use your personal information by our Terms of Website Use.
9. OUR RIGHT TO VARY THESE TERMS
9.1 We may revise these Terms from time to time.
9.2 Every time you place an Enquiry, the Terms in force at that time will apply to any corresponding Order.
10. RIGHT TO CANCEL AND REFUNDS
10.1 If you are a consumer:
10.1.1 you have a legal right to change your mind and cancel your Order within 14 days of delivery of your Products without giving a reason. Please note that the right to change your mind does not apply to any bespoke Products you purchase from us (i.e. Products that we create to your specification or are clearly personalised);
10.1.2 the cancellation period will expire 14 days from the day on which you acquire, or a third party other than the delivery carrier and indicated by you acquires, physical possession of the Products. Where you order multiple Products in one Order or a Product is delivered in separate parts, lots or pieces, the cancellation period will expire 14 days from the day on which you acquire, or a third party other than the delivery carrier and indicated by you acquires, physical possession of the last Product, part, lot or piece that makes up your Order;
10.1.3 to exercise the right to cancel, you must inform us of your decision to cancel your Order by contacting us using the details set out in clause 11.2 and informing us of your right to cancel. You may use the model cancellation form set out at Annex A if you wish;
10.1.4 if you cancel your Order with us, we will reimburse you all payments received from you in respect of such Order, including the cost of delivery (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us and for any deductions permitted under clause 10.1.8);
10.1.5 we will make the reimbursement without undue delay, and not later than: (i) 14 days after the day we receive back from you any Products supplied; (ii) (if earlier) 14 days after the day you provide evidence that you have returned the Products; or (iii) if there were no Products supplied, 14 days after the day on which we are informed about your decision to cancel the Order;
10.1.6 we will make the reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise. In any event, you will not incur any fees as a result of the reimbursement;
10.1.7 we may withhold reimbursement until we have received the Products back or you have supplied evidence of having sent back the Products, whichever is the earliest; and
10.1.8 we may make a deduction from the reimbursement for loss in value of any Products supplied if the loss is the result of unnecessary handling by you. You are only liable for any diminished value of the Products resulting from the unfair and/or unreasonable wear and tear of the Product other than what is necessary to establish the nature, characteristics and functioning of the Products (including any loss of value incurred during transit from you to us). We may make a deduction from any reimbursement (you are entitled to from us) for such loss in value of any Products we supply.
10.2 If you wish to return the Products to us because they are faulty or misdescribed, you must return them to the address listed in clause 11.2 below stated on your delivery note. Provided that you have used them solely by the instructions we will refund the price of the Products in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the Products to us.
11. COMPLAINTS
11.1 Whilst we believe that you will be very happy with the Products, if you are not satisfied with the Products please contact us immediately so that we may address your concerns.
11.2 Our contact details are:
Email: info@ecoprams.com
Telephone: please see the telephone number on the delivery note provided with your Order
Office location: 92B Goodmayes Road, Essex, IG3 9UU
12. TERMINATION
12.1 You may terminate this Agreement by either: (i) closing your Customer Account either through the process outlined on our site or by a clear statement made to us using the contact details in clause 11.2; or (ii) exercising your cancellation right in respect of your Order by clause 10.
12.2 We may terminate this Agreement and/or your Customer Account with immediate effect by notice in writing to you if:
12.2.1 you fail to pay any amount due under this Agreement, including any interest accrued, by the date due; or
12.2.2 you are in breach of any term of this Agreement.
12.3 We may terminate this Agreement and/or your Customer Account for any reason by giving you not less than 30 days written notice.
13. CONSEQUENCES OF TERMINATION
13.1 Upon termination of this Agreement for any reason:
13.1.1 you shall immediately pay to us all of our outstanding unpaid invoices and
13.1.2 the accrued rights, remedies, obligations and liabilities of each party as at
13.1.3 clauses which expressly or by implication have effect after termination shall interest;expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and continue in full force and effect.
14. CONFIDENTIALITY
Each party shall keep in strict confidence all information which is confidential and which has been disclosed by one party to the other party. This clause 14 shall survive termination of this Agreement.
15. EVENTS OUTSIDE OUR CONTROL
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of any of our other obligations under this Agreement, that is caused by an Event Outside Our Control.
15.2 If an Event Outside Our Control takes place that affects our performance of our obligations under this Agreement:
15.2.1 we will contact you as soon as reasonably possible to notify you;
15.2.2 we shall not be liable to you as a result of any delay or failure to perform our
15.2.3 we shall use reasonable endeavours to minimise any disruption to the obligations as a result of an Event Outside Our Control; and ordering and/or delivery process.
16. NOTICES
16.1 Notices to you
16.1.1 Any notice given by us to you under this Agreement must be in writing and may be served by e-mail, by personal delivery to the person notified or its address, or by prepaid post.
16.1.2 Your address for service of notices shall be your e-mail and/or postal address specified in your Customer Account or any other address in England, Scotland or Wales of which you have previously notified us in writing.
16.2 Notices to us
16.2.1 Any notice given by you to us must be in writing and may be served by personal delivery, by pre-paid post or by e-mail at legal@ecoprams.com
16.2.2 Our address for service of notices shall be our address set out in these terms.
16.3 A notice will be served at the time of personal delivery or 48 hours after it has been placed in the post, or at the time the e-mail was sent by the sender, provided that the sender of the email does not receive an e-mail message stating that the email message has not been received by the intended recipient.
16.4 You will inform us in writing of any changes to your billing details, contact details, alternative contact details, authorised persons, insurance details or access details stated in your Customer Account.
17. ASSIGNMENT AND SUB-CONTRACTING
17.1 We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under this Agreement and may subcontract or delegate in any manner any or all of our obligations under this Agreement to any third party or agent.
17.2 You shall not, without our prior written consent, 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 this Agreement.
18. OTHER IMPORTANT TERMS
18.1 All intellectual property rights in or arising out of or in connection with the Products shall, as between you and us, be owned by us.
18.2 "EcoPrams" is a trade mark of EcoPrams Ltd.
18.3 These Terms are only available in the English language.
18.4 If any of these Terms conflict with any terms of an Order, the Order will take priority.
18.5 This Agreement is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
18.6 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
18.7 If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
18.8 If you are a consumer, you have legal rights about Products not of a satisfactory quality. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards Office. Nothing in these Terms will affect these legal rights.
18.9 If you are a consumer, please note that the Agreement is governed by English law. This means an Agreement for the purchase of Products and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction in connection with any such dispute or claim.
18.10 If you are a business, the Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed by the law of England and Wales. You and we both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).