1.1 "Buyer" means the individual or organisation who buys or agrees to buy the Goods and/or Services from the Supplier;
1.2 "Consumer" shall have the meaning ascribed in section 12 of the Unfair Contract Terms Act 1977;
1.3 "Contract" means the contract between the Supplier and the Buyer for the sale and purchase of Goods and/or Services incorporating these Terms and Conditions;
1.4 "Goods" means the articles that the Buyer agrees to buy from the Supplier;
1.5 "Services" means the services that the Buyer agrees to buy from the Supplier;
1.6 "Supplier" means Manuka Shoes Ltd of 15 High Street, Westerham, Kent TN16 1RA that owns and operates www.manukashoes.com;
1.7 "Terms and Conditions" means the terms and conditions of sale set out in this agreement and any special terms and conditions agreed in writing by the Supplier;
1.8 "Website" means www.manukashoes.com.
2.1 Nothing in these Terms and Conditions shall affect the Buyer’s statutory rights as a Consumer.
2.2 These Terms and Conditions shall apply to all contracts for the sale of Goods and/or Services by the Supplier to the Buyer and shall prevail over any other documentation or communication from the Buyer.
2.3 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the Buyer’s acceptance of these Terms and Conditions.
2.4 Any variation to these Terms and Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Supplier.
2.5 Any special conditions applying to the provision of the Services are set out in the Schedule to this agreement.
2.6 Any complaints should be addressed to the Supplier's address stated in clause 1.6.
3.1 All orders for Goods and/or Services shall be deemed to be an offer by the Buyer to purchase Goods and/or Services pursuant to these Terms and Conditions and are subject to acceptance by the Supplier. The Supplier may choose not to accept an order for any reason.
3.2 Where the Goods ordered by the Buyer are not available from stock the Buyer shall be notified and given the option to either wait until the Goods are available from stock or cancel the order and receive a full refund within 28 days.
3.3 When making an order through the Website, the technical steps the Buyer needs to take to complete the order process are described in [THE ORDER PROCESS SECTION].
4 PRICE AND PAYMENT
4.1 The price of the Goods and/or Services shall be that stipulated on the Website. The price is inclusive of VAT. Where applicable, the price excludes delivery charges.
4.2 The total purchase price, including VAT and delivery charges, if any, will be displayed in the Buyer’s shopping cart prior to confirming the order.
4.3 After the order is received the Supplier shall confirm by email the details, description and price for the Goods and/or Services together with information on the right to cancel if the Buyer is a Consumer.
4.4 Payment of the price plus VAT and delivery charges, if applicable, must be made in full before dispatch of Goods or commencement of the services.
4.5 Where applicable, if any payment is not paid on time or any payment is rejected or refused, the amount owing will be treated as overdue and the Supplier will be entitled immediately to cease or suspend the provision of any Service or further deliveries of Goods until payment has been received.
4.6 Where applicable, the Supplier shall be entitled to charge interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate of per annum above the base rate of [NAME OF BANK] from time to time in force.
5 PERFORMANCE OF SERVICES
5.1 The Supplier shall begin to perform the Services within 2-3 working days.
5.2 The Supplier shall perform the Services with reasonable skill and care. However, where applicable, the Supplier does not guarantee that the Services will be uninterrupted, secure or error-free or that any data generated, stored, transmitted or used via or in connection with the Services will be complete, accurate, secure, up to date, received or delivered correctly or at all. The Supplier may have to suspend the Services for repair, maintenance or improvement. If so, the Supplier will restore them as quickly as is reasonably possible.
6 RIGHTS OF SUPPLIER
6.1 The Supplier reserves the right to periodically update prices on the Website, which cannot be guaranteed for any period of time. The Supplier shall make every effort to ensure prices are correct at the point at which the Buyer places an order.
6.2 The Supplier reserves the right to withdraw any Goods and/or Services from the Website at any time.
6.3 The Supplier shall not be liable to anyone for withdrawing any Goods and/or Services from the Website or for refusing to process an order.
7 AGE OF CONSENT
7.1 Where Goods and/or Services may only be purchased by persons of a certain age the Buyer will be asked when placing an order to declare that they are of the appropriate legal age to purchase the Goods and/or Services.
7.2 If the Supplier discovers that the Buyer is not legally entitled to order certain Goods and/or Services, the Supplier shall be entitled to cancel the order immediately, without notice.
8.1 Goods supplied within the UK will normally be delivered within 3 to 5 working days of acceptance of order.
8.4 The Supplier shall use its reasonable endeavours to meet any date agreed for delivery. In any event time of delivery shall not be of the essence and the Supplier shall not be liable for any losses, costs, damages or expenses incurred by the Buyer or any third party arising directly or indirectly out of any failure to meet any estimated delivery date.
8.5 Delivery of the Goods shall be made to the Buyer’s address specified in the order and the Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
8.6 Risk in the Goods shall pass to the Buyer upon delivery of the Goods, or where the Buyer fails to take delivery at the agreed time, at the time delivery was attempted.
8.7 Title in the Goods shall not pass to the Buyer until payment of the price has been made in full.
9 CANCELLATION AND RETURN
9.1 The Buyer may cancel any order for Goods for any reason up to the point of dispatch and any payments made by the Buyer shall be refunded in full within 28 days. The Buyer may cancel any Contract for Services at any time before seven working days has passed from the day after the Contract was made and any payments made by the Buyer shall be refunded in full within 28 days. If, however, the Supplier starts to perform its side of the Contract with the agreement of the Buyer before the Buyer exercises this right to cancel, the right to cancel is lost.
9.2 The Buyer shall inspect the Goods immediately upon receipt and shall notify the Supplier by email at firstname.lastname@example.org within 7 working days of delivery if the Goods are damaged or do not comply with any of the Contract. If the Buyer fails to do so the Buyer shall be deemed to have accepted the Goods.
INCLUDE FOLLOWING PARAGRAPH IF BUYER ARRANGES RETURN OF FAULTY GOODS
9.3 Where a claim of defect or damage is made, the Goods shall be returned by the Buyer to the Supplier within 14 days of delivery. The Buyer shall be entitled to a replacement or a full refund (including delivery costs) plus any return postal charges if the Goods are in fact defective.
9.4 If you are a consumer you have the right, in addition to your other rights, to cancel the Contract for Goods and receive a refund by informing the Supplier by email at email@example.com within 7 working days of receipt of the Goods.
INCLUDE FOLLOWING PARAGRAPH IF BUYER ARRANGES AND PAYS FOR RETURN OF CANCELLED ORDERS
9.5 Goods must be returned by the Buyer at the Buyer’s expense within 28 days of cancellation in the original packaging and should be adequately insured during the return journey. The Buyer will receive a refund of all monies paid for the Goods (including delivery charges, if any) except for return postal charges. If the Buyer fails to return the Goods following cancellation, the Supplier shall be entitled to deduct the cost of recovering the Goods from the Buyer.
9.6 Goods to be returned must clearly show the order number obtained from the Supplier on the package.
9.7 Where returned Goods are found to be damaged due to the Buyer’s fault the Buyer will be liable for the cost of remedying such damage.
10 GIFT VOUCHERS
In addition to these Terms and Conditions, the following terms and conditions shall apply to the sale of gift vouchers:
10.1 Gift vouchers will be dispatched within 3 to 5 working days of acceptance of order and will be delivered by recorded mail to the address given by the Buyer a the tme the order was placed. Payment must be made in full before dispatch of the vouchers.
10.2 The Buyer must notify the Supplier of any discrepancy in a delivery as soon as possible but in any event within 7 days of the delivery of the vouchers.
10.3 Risk of loss, destruction or damage to the vouchers remains with the Supplier until delivery to the Buyer where upon risk shall pass to the Buyer.
10.4 Gift Vouchers cannot be redeemed for cash in part or whole. Vouchers are not sold on a sale or return basis and no return will be permitted unless it can be demonstrated that the Supplier has been in error in fulfilling the Buyer's order.
10.5 Gift vouchers are valid for six (6) months from the date of purchase and cannot be renewed once they have expired. Vouchers cannot be replaced if lost or damaged.
11 LIMITATION OF LIABILITY
11.1 Except as may be implied by law where the Buyer is dealing as a Consumer, in the event of any breach of these Terms and Conditions by the Supplier the remedies of the Buyer shall be limited to damages which shall in no circumstances exceed the price of the Goods and/or Services and the Supplier shall under no circumstances be liable for any indirect, incidental or consequential loss or damage whatever.
11.2 Nothing in these Terms and Conditions shall exclude or limit the liability of the Supplier for death or personal injury resulting from the negligence of the Supplier or that of the Supplier’s agents or employees.
No waiver by the Supplier (whether express or implied) in enforcing any of its rights under this contract shall prejudice its rights to do so in the future.
13 FORCE MAJEURE
The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control, including but not limited to, acts of God, strikes, lock outs, accidents, war, fire, failure of any communications, telecommunications or computer system, breakdown of plant or machinery or shortage or unavailability of raw materials from a natural source of supply, and the Supplier shall be entitled to a reasonable extension of its obligations.
If any term or provision of these Terms and 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 Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.
15 CHANGES TO TERMS AND CONDITIONS
The Supplier shall be entitled to alter these Terms and Conditions at any time but this right shall not affect the existing Terms and Conditions accepted by the Buyer upon making a purchase.
16 GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts.
These notes are provided to assist you in completing your document. They do not form part of the Terms and Conditions of Sale.
POSTAL ADDRESS (1.5)
The postal address of the Supplier. The Distance Selling Regulations provide that a supplier must, by law, provide a postal address if goods/services are paid for in advance.
THE ORDER PROCESS SECTION (3.3)
Description of where the Buyer can find details of the technical steps that are required to place an order e.g. within the appropriate section of the website or a specific URL.
PAYMENT TERMS (4.4)
Full details of payment terms e.g. "in full before dispatch of Goods or commencement of the Services" or "in full before dispatch of Goods or commencement of the Services or, if the Supplier agrees to credit terms, within 30 days of receipt of invoice" etc.
RATE OF INTEREST (4.6)
The rate of interest to be applied on overdue invoices. This will be the amount above the base rate of the specified bank from time to time in force.
See below for information on the EC Directive on late payment.
EC DIRECTIVE ON LATE PAYMENT
This document contains clauses entitling the Supplier to payment within 30 days of receipt of invoice and to interest on late payment at a specified rate above the base rate of a nominated bank.
The amendments to the Late Payment of Commercial Debts [Interest] Act 1998 came into force on 7th August 2002, ensuring that the UK late payment laws meet the requirements of the EC Directive on late payment. The Act provides for a mandatory 30 day credit period and late payment interest at the rate of 8% above the Bank of England Base Rate where there are no written 'terms and conditions of credit sale' between supplier and purchaser.
Where two parties agree on a rate of late payment interest - contractual interest - the Act will not apply. However, if default arises and the rate agreed is not considered to be a 'substantial remedy', the courts will act in favour of the aggrieved party who has a right to either a better remedy or the basic remedy offered within the Act. This should be borne in mind when specifying a rate of interest.
NAME OF BANK (4.6)
The name of the bank whose base lending rate will be used when calculating the rate of interest charged on late payments e.g. The Bank of England or The Bank of Scotland.
An indication of when the Supplier will start performing the Services, e.g. "within 24 hours" or "within 7 days" etc.
PERIODICAL BASIS (5.3)
The basis on which the contract will continue after the Initial Period, e.g. “weekly”, “monthly” or “yearly” etc.
UK DELIVERY (7.1)
The number of days within which Goods will (normally) be supplied within the UK. The Distance Selling Regulations provide that the contract must be performed within 30 days. Minimum is 1, maximum is 30.
OUTSIDE UK DELIVERY (7.2)
The number of days within which Goods will (normally) be supplied outside the UK. The Distance Selling Regulations provide that the contract must be performed within 30 days. Minimum is 1, maximum is 30.
RETURNS – CONTACT METHOD (8.2)
A description of how the Buyer should contact the Supplier in the event of faulty or damaged Goods to be returned. This should be in writing or another durable medium e.g. "by writing to the address specified above" or "by email at <specify email address>" or "by fax at <fax address>".
CANCELLATION – CONTACT METHOD (8.4)
A description of how the Buyer, if he or she is a consumer (i.e. not a business), should contact the Supplier in the event of the Buyer choosing to cancel e.g. "by writing to the address specified above" or "by email at <specify email address>" or "by fax at <fax address>". A consumer has a "cooling off" period of 7 working days and an unconditional right to cancel within that time. The Distance Selling Regulations require the Buyer to send a notice of cancellation in writing, including fax or email.
N.B. A telephone call is not enough.
DELIVERY METHOD (10.1)
If the vouchers will be delivered by email include the words "email to the email address given by the Buyer at the time the order was placed", if by post include the words "secure means to the address given by the Buyer at the time the order was placed".
PAYMENT TERMS (10.1)
Full details of when payment is to be made for the vouchers, e.g. "in full before dispatch of the vouchers" or "in full before dispatch of the vouchers for all orders where an agreed credit account has not been arranged".
DETAILS OF ANY SPECIFIC CONDITIONS (SCHEDULE)
Details of any special conditions that apply to the provision of your specific services. If there are no specific conditions insert "None".