Milly Green Designs Ltd (company number 07755979 VAT 128465891 number whose registered office is at The Old Parlour, Stanbridge Farm, Petersfield, Hampshire England GU31 5RB (“we” or “us”)
STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS
Your attention is particularly drawn to the exclusions and limitations of liability at Condition 9.
1. DEFINITIONS AND INTERPRETATION
In these Conditions:
1.1 the following words and expressions have the following meanings and, in addition, any words and expressions defined in any Condition will have the same meaning when used in any other Condition:
“Business Day” a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales
“Delivery” has the meaning given in Condition 5.7.1
“Dispatch Confirmation Email” e-mail from us to you (at the email address notified by you to us from time to time) confirming receipt of the Order, specifying the details of the Order and constituting our written acceptance of the Order
“Goods” has the meaning given in Condition 2.1
“Minimum Order” has the meaning given in Condition 5.1
“Liability” liability arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under the Contract and/or any defect in any of the Goods, in each case howsoever caused including if caused by negligence
“Order” your order for the supply of goods by us and the completion of any credit application form
“Prices” the prices for the Goods set out in our price list in force on the date on which the Dispatch Confirmation Email is issued by us, as those prices may be varied from time to time in accordance with Conditions 7.4 and 7.5
“RRP” recommended retail price
“Warranty Period” has the meaning given in Condition 8.1
“Website” means trade.millygreen.com
“you” the person named as the customer in the Order
1.2 all headings are for ease of reference only and will not affect the construction or interpretation of these Conditions;
1.3 references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);
1.4 references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time; and
1.5 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them; and
1.6 the rule known as the ejusdem generis rule will not apply and accordingly the meaning of general words introduced by the word “other” or a similar word or expression will not be restricted by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;
1.7 references to “in writing” or “written” include facsimile and e-mail but not other methods of electronic messaging; and
1.8 any reference to:
1.8.1 time of day is to London time;
1.8.2 a day is to a period of 24 hours running from midnight to midnight; and
1.9 an obligation on a party to procure or ensure the performance or standing of another person will be construed as a primary obligation of that party.
2. CONTRACT FORMATION
2.1 The Order constitutes an offer by you to purchase the goods set out in the Order (“Goods”) from us on these Conditions. A contract for the supply of Goods by us to you on these Conditions will be formed when we accept the Order by issuing a Dispatch Confirmation Email to you. For the avoidance of doubt, we are under no obligation to accept the Order.
2.2 These Conditions and the documents referred to in them are the only terms and conditions on which we will supply goods to you and will apply to the exclusion of all other terms and conditions including any terms and conditions which you purport to apply under any purchase order, confirmation of order or similar document (whether or not such document is referred to in the Contract) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.
2.3 Delivery will be deemed conclusive evidence of your acceptance of these Conditions.
3. THE GOODS
3.1 We will be entitled at any time to:
3.1.1 vary the design, finish or specification of Goods and/or their packaging; and/or
3.1.2 substitute any materials or parts which are used in Goods and which are unavailable for any reason with alternative materials or parts,
3.1.3 this does not materially affect their quality or performance; or
3.1.4 this is necessary to comply with any health and safety or other legal requirements,
we will use reasonable endeavours to give you prior written notice of any such variation or substitution.
3.2 With the exception of the specification, all samples, drawings, descriptive and illustrative matter and advertising issued or published by us whether in catalogues, brochures, websites, other promotional material or otherwise are for the sole purpose of giving an approximate idea of the relevant Goods.
4. CUSTOMER OBLIGATIONS
4.1 You are permitted to resell the Goods on your own eCommerce website and, with our prior written consent (which we may grant or withhold at our sole discretion), third party platforms such as Ebay and Amazon (within Europe only) and where you do so you must:
4.1.1 include ‘Milly Green’ in the product name i.e. ‘Milly Green Mug’ or ‘| Milly Green Curious Cats Apron’;
4.1.2 where the platform allows values for ‘manufacturer’ and ‘brand’, populate this with ‘Milly Green’. The Goods must not be attributed to any other brand or manufacturer;
4.1.3 where applicable, use any barcodes/Universal Product Codes supplied by us to you. The Goods must not be re-listed on any third party platform using any new barcode or Universal Product Code;
4.1.4 ensure Goods are listed free of spelling and/or grammatical error.
4.2 For the avoidance of doubt, you are prohibited from:
4.2.1 listing the Goods for sale on third party platforms outside of Europe;
4.2.2 reproducing any of our product descriptions, in part or whole, provided by us to you on third party platforms, eCommerce websites and any other website. Such descriptions are there to offer guidance when purchasing the Goods from us and should not be replicated anywhere else;
4.2.3 using location shots provided by us and contained on our Website (for example where a product is shown in context or with a background);
4.2.4 making any modification to individual product images supplied to you by us for use on third party platforms, eCommerce websites and any other website.
4.3 We reserve the right to request removal of any listings that are in breach of this Condition 4.
5. MINIMUM ORDER AND DELIVERY
5.1 Subject to Condition 5.9.1, the value of any one Order regardless of the delivery address specified in the Order form is £150 (excluding VAT and plus delivery costs) and will be subject to usual VAT charges (for customers within the UK and those within the EU who are not VAT registered the minimum order is £150 plus delivery costs)
5.2 While every effort is made to send complete Orders, we reserve the right to deliver Goods by separate instalments. We will be entitled to invoice the Price for each instalment separately in accordance with Condition 7. Each instalment will be deemed to be a separate contract and no cancellation or termination of any one contract relating to an instalment will give you the right to cancel or terminate any other contract.
5.3 We will use reasonable endeavours to make available for collection/delivery of Goods on the estimated delivery date specified to you, but time for delivery of the Goods will not be of the essence of the Contract. Any delivery dates given by us are estimates only.
5.4 You will not be entitled to cancel the Contract or to reject any Goods by reason of a delay in delivery or failure to deliver and for the avoidance of doubt we do not operate a sale or return policy.
5.5 If Delivery occurs but you fail to collect/accept delivery of the Goods we will be entitled to:
5.5.1 store or arrange for storage of the Goods until you collect/accept delivery of them or they are disposed of under Condition 5.5.2 (as applicable) and to take such action as we consider necessary to attempt to re-deliver the Goods to the address specified in the Order and confirmed in the Dispatch Confirmation Email;
5.5.2 following written notice to you, treat the Contract as repudiated by you and dispose of the Goods in any way we see fit, including by sale to another person. If we sell any of the Goods under this Condition 5.5.2 at a price which is less than the relevant Price plus any relevant packaging and delivery costs, we will be entitled to charge you for the shortfall; and
5.5.3 charge you for all costs and expenses which we incur under Conditions 5.5.1 and 5.5.2.
5.6 Mainland UK Delivery
5.6.1 We will Deliver the Goods to the address specified in the Order and confirmed in the Dispatch Confirmation Email and you will be responsible for off-loading the Goods from the delivery vehicle. Delivery of the Goods (“Delivery”) will be deemed to occur when they arrive at the delivery address.
5.6.2 Delivery cost is £7.50 for Orders between £150 and £200 (excluding VAT).
5.6.3 Delivery is free within the UK mainland for Orders over £200 (excluding VAT).
5.7 Europe (inc Ireland, Northern Ireland and Offshore Islands) Delivery
5.7.1 We will Deliver the Goods to the address specified in the Order and confirmed in the Dispatch Confirmation Email and you will be responsible for off-loading the Goods from the delivery vehicle.
5.7.2 Cost of delivery will be a minimum of £20 and is calculated per Order value and the cost will differ depending on the country specified in the delivery address. Cost of delivery will be specified either at check-out or on the invoice for the Goods. For exact costings please refer to our delivery policy.
5.7.3 For the avoidance of doubt, all invoices are on a pro-forma only basis and your Order will only be shipped once we have received all payments due under the Contract.
5.8 Export (outside of Europe but excluding the USA)
5.8.1 Arrangement of and payment for Delivery is your sole responsibility.
5.8.2 Order forms must state both the European shipper address and any other relevant shipper details.
5.8.3 For the avoidance of doubt, all invoices are on a pro-forma only basis and your Order will only be released for shipment once we have received all payments due under the Contract.
6. PASSING OF RISK AND RETENTION OF TITLE
6.1 Risk of damage to or loss of the Goods will pass to you on Delivery.
6.2 Subject to Conditions 6.3 and 6.4, legal and beneficial ownership of the Goods will not pass to you until we have received in full in cleared funds:
6.2.1 all sums due to us in respect of the Goods; and
6.2.2 all other sums which are or which become due to us from you on any account whatsoever.
6.3 You may resell the Goods in the ordinary course of your business and, if you do so, legal and beneficial ownership of Goods will pass to you immediately prior to you entering into a binding contract for the sale of those Goods.
6.4 We may, by giving written notice to you, pass legal and beneficial ownership of the Goods (or any of them) to you at any time before such ownership would otherwise have passed to you.
6.5 Until ownership of the Goods has passed to you, you will:
6.5.1 hold the Goods on a fiduciary basis as our bailee;
6.5.2 store the Goods (at no cost to us) separately from all other goods in such a way that they remain readily identifiable as our property;
6.5.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.5.4 maintain the Goods in satisfactory condition; and
6.5.5 keep the Goods insured for their full price against damage or loss on an “all risks” basis with insurers approved by us, (acting reasonably), ensure that our interest in them is noted on the relevant insurance policy and that we are named as loss payee in respect of the Goods, whenever requested by us produce a copy of the policy of insurance in respect of the Goods to us, do nothing and not omit to do anything which in consequence permits any insurer to refuse to indemnify you in full in accordance with the terms of any insurance policy maintained in respect of the Goods in respect of any claim made under any such insurance policy and procure that any insurance proceeds received in respect of lost or damaged Goods are paid to us, to the extent required to satisfy your indebtedness to us.
6.6 You may use the Goods in the ordinary course of your business before ownership has passed to you.
6.7 If you resell any Goods, you will hold such part of the proceeds of sale as represents the amount owed by you to us in trust for us and will account to us accordingly.
6.8 Your right to possession, use and resale of the Goods will terminate immediately if, before ownership of the Goods passes to you in accordance with Conditions 6.2, 6.3 or 6.4,:
6.8.1 you have a receiver, administrator or provisional liquidator appointed; you are subject to a notice of intention to appoint an administrator; any person takes any step or action to appoint an administrator in respect of you; you pass a resolution to appoint an administrator in respect of yourself or for your winding-up (save, in the case of a resolution for winding up, for the purpose of a solvent restructuring previously approved in writing by us); have a winding up order made by a court in respect of you; you or any other person proposes or you enter into any composition or arrangement with creditors (other than relating to a solvent restructuring previously approved in writing by us); or cease to carry on business; or have any steps or actions taken in connection with any of these procedures; or are the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction or are the subject of any proceeding in any Member State of the European Union which is capable of recognition under the EC Regulation on Insolvency Proceedings (EC 1346/2000) or the EU Regulation on Insolvency Proceedings (Recast) (EU 2015/848) or are the subject of an application for the recognition of a foreign insolvency proceeding under the Cross-Border Insolvency Regulations 2006 (SI 2006/1030);
6.8.2 we give you written notice that we have any concerns regarding your financial standing;
6.8.3 you fail to pay any sum due to us under the Contract on or before the due date/are in breach of any of your obligations under the Contract or any other contract between us and you;
6.8.4 you encumber or in any way charge any of the Goods; or
6.8.5 the Contract expires or terminates for any reason.
6.9 Once we have delivered the Goods to you, we will be entitled to recover payment for the Goods (including by way of an action for the price) notwithstanding that ownership of any of the Goods has not passed from us.
6.10 You grant, and will procure that the owner of any relevant third party premises grants, us, our agents, employees and sub-contractors an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where your right to possession, use and resale has terminated, to recover them.
6.11 Where we are unable to determine whether any goods are the Goods in respect of which your right to possession, use and resale has terminated, we will be deemed to have sold all goods of the kind sold by us to you in the order in which they were invoiced to you.
6.12 If your right to possession, use and resale of the Goods terminates in accordance with Condition 6.8, we will be entitled to issue you with a credit note for all or any part of the price of the Goods together with value added tax thereon.
6.13 Our rights contained in this Condition 6 will survive expiry or termination of the Contract however arising.
7. PRICE AND PAYMENT
7.1 You will pay the Prices to us in accordance with this Condition 7.
7.2 The Prices are exclusive of delivery costs, which will be payable by you in addition to the Prices and which are added to your Order at checkout or to the invoice.
7.3 Any sum payable under the Contract is exclusive of value added tax (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority) which, where applicable, will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time.
7.4 We will be entitled to vary the Prices at any time by giving notice to you to reflect any variation in the cost of supplying the Goods which arises as a consequence of any change in law /any variation in your requirements for the Goods /any information provided by you being inaccurate or incomplete or any failure or delay by you in providing information.
7.5 Although we try to ensure that all Prices displayed on our website are accurate, errors may sometimes occur. If an error in the Price of an item that you have ordered is discovered, we will contact you as soon as reasonably practicable. Upon notification you will have the option to reconfirm your Order at the correct Price or cancel the Order. If we are unable to contact you, we will consider the incorrectly priced item as cancelled but we reserve the right to fulfil the rest of the Order.
7.6 All displayed Goods are subject to availability and we cannot guarantee the availability of Goods. Goods which are out of stock may still be ordered if we have more on order and the Price payable on these Goods will not be due until they are dispatched.
7.7 We provide RRPs for all of our Goods, these are to be used only as a guideline. RRPs can be found on our Website under the RRP heading.
7.8 We will be entitled to invoice you for the Prices for the Goods and delivery costs payable by you in addition to the Prices following us issuing the Dispatch Confirmation Email.
7.9 For UK customers only and from the second Order only (the first Order must be paid for at the time of Order), each invoice will be payable by you within 30 days following the date on which the invoice is issued (subject to pending credit references). All other customers must pay any sums due immediately on placing an Order.
7.10 Prices are given in Pound Sterling (£) and, unless specified otherwise, payments must be made in the currency specified by us in available cleared funds by electronic transfer to the following bank account or such other bank account as we may nominate from time to time:
ACCOUNT NAME: Milly Green Designs Ltd
ACCOUNT NUMBER: 10550247
SORT CODE: 09-02-22
7.11 Where it is agreed that payment is to be made by cheque, this must be in Pound Sterling and made payable to Milly Green Designs Ltd drawn on a UK branch address.
7.12 Please note that we do not accept payment made with American Express.
7.13 If any sum payable under the Contract is not paid on or before the due date for payment we will be entitled to charge you interest on that sum at the statutory rate set out in the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until the date of payment (whether before or after judgment), such interest to accrue on a daily basis and be compounded quarterly.
7.14 If you fail to make any payment due to us under the Contract or any other contract between you and us on or before the due date we will be entitled to withhold further deliveries of Goods until that payment has been made
7.15 If you fail to make any payment due to us under the Contract on or before the due date or if we have any concerns regarding your financial standing we will be entitled, by giving written notice to that effect to you, to issue invoices prior to Goods being made available for collection/delivered and we will not be required to make available for collection/deliver the Goods until the relevant invoice has been paid in full.
7.16 If you fail to make any payment due to us under the Contract on or before the due date or if any of the events or circumstances set out in Conditions 6.8.1 to 6.8.4 (inclusive) occur all invoices issued will immediately become due and payable and, notwithstanding any right to damages, we reserve the right to suspend any outstanding deliveries or terminate the contract.
7.17 Save as otherwise expressly provided in these Conditions or required by law, all payments to be made by you to us under the Contract will be made in full and without any set-off or any deduction or withholding including on account of any counter-claim.
8.1 We warrant to you that during as at the Delivery date the Goods will:
8.1.1 conform to the specification in all material respects; and
8.1.2 be free from material defects in design and/or workmanship,
however, whilst we make every effort to display as accurately as possible the appearances, colours, textures or finishes of our products that appear on the website are a visual look which will depend on your monitor and computer equipment. We are therefore unable to warrant that the product images are an accurate representation of the actual merchandise.
8.2 If, within 14 days of Delivery (or 90 days from Delivery for defects not apparent on a reasonable inspection), you become aware of a breach of either of the warranties at Condition 8.1, you will:
8.2.1 give written notice by email of the breach to us, such notice to be given within 3 days after you become aware of the breach and prior to expiry of the time periods noted above. Please use our contact us page to email the relevant department.
8.2.2 at our option either return to us (at your cost) the relevant Good or permit us or our agent or sub-contractor to inspect it at your premises; and
8.2.3 provide us with all information and assistance which we may require to investigate the alleged breach including any photos of the damaged goods.
8.3 Subject to Condition 9.5, our only Liability for breach of either of the warranties at Condition 8.1 will be, at our option, to replace the relevant Good or to reduce the Price of the relevant Good by a sum which is equitable in the circumstances.
8.4 Your only remedy for breach of the obligation at Condition 8.3 will be in damages.
8.5 Subject to Condition 9.5, we will not have any Liability for a breach of a warranty at Condition 8.1 if:
8.5.1 you do not comply with your obligations at Condition 8.2 in respect of the breach;
8.5.2 the relevant defect was caused by damage in transit after Delivery;
8.5.3 the relevant defect was drawn to your attention before formation of the Contract or the Good was examined by you before formation of the Contract and the examination ought to have revealed the defect;
8.5.4 the relevant defect was caused or exacerbated by improper use, handling, alteration, installation, repair, maintenance, storage or failure to comply with instructions provided by us; or
8.5.5 you make further use of the relevant Good after discovering the relevant breach.
The warranties under Condition 8.1 will apply to any Goods which are repaired or replaced under Condition 8.3 for the remainder of the original Warranty Period.
8.6 Subject to Condition 9.5, all warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from the Contract.
8.7 Please note that any credit request will take at least 7-10 Business Days to process and out customer team will deal with each credit request on an individual basis.
9. EXCLUSIONS AND LIMITATIONS OF LIABILITY
Your attention is particularly drawn to this Condition.
9.1 Subject to Condition 9.5, our entire Liability for any non-delivery of Goods or failure to deliver the Goods in accordance with the timescales set out or referred to in the Contract will be as set out in Condition 9.2 and we will have no other Liability for any such non-delivery or failure to deliver. For the avoidance of doubt such Liability will be subject to Condition 9.3 and will be taken into account in calculating whether the financial limit in Condition 9.2 has been reached.
9.2 Subject to Condition 9.5, our maximum aggregate Liability per Order will be limited to £100 or the value of the Goods purchased to which the claim relates.
9.3 We will have no Liability to you for any:
9.3.1 loss of profit (whether direct, indirect or consequential);
9.3.2 loss of use, loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);
9.3.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);
9.3.4 loss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential);
9.3.5 loss of bargain (whether direct, indirect or consequential);
9.3.6 liability that you have to third parties (whether direct, indirect or consequential); or
9.3.7 indirect, consequential or special loss,
subject always to Condition 9.5.
9.4 We will not be in breach of the Contract or otherwise liable to you for any failure to perform or delay in performing our obligations under the Contract if such failure or delay is due to any event or circumstance beyond our reasonable control.
9.5 Nothing in the Contract will operate to exclude or restrict one party’s Liability (if any) to the other:
9.5.1 for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable (negligence being as defined in Section 1(1) Unfair Contract Terms Act 1977);
9.5.2 for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable;
9.5.3 for breach of its obligations arising under section 12 Sale of Goods Act 1979;
9.5.4 for breach of its obligations arising under Section 8 Supply of Goods (Implied Terms) Act 1973;
9.5.5 for a deliberate breach of the Contract by that party; or
9.5.6 for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
9.6 Any of our Liability which falls within Condition 9.5 will not be taken into account in assessing whether the financial limit in Condition 9.2 has been reached.
9.7 Nothing in this Condition 9 will prevent or restrict the right of a party to seek injunctive relief or specific performance or other discretionary remedies of the court.
10.1 If you commit a material breach of the Contract we may terminate the Contract immediately by giving notice to that effect to you.
10.2 We may terminate the Contract immediately by giving written notice to that effect to you if you fail to make any payment due to us under the Contract on or before the due date.
10.3 We may terminate the Contract immediately by giving written notice to that effect to you if any of the events or circumstances set out in Condition 6.8.1 to 6.8.4 (inclusive) occur. You will notify us immediately upon the occurrence of any such event or circumstance.
10.4 If an event or circumstance which gives rise to relief from liability under Condition 9.4 continues for a period of more than 180 days, either party will be entitled to terminate the Contract immediately by giving written notice to that effect to the other party.
10.5 Following expiry or termination of the Contract:
10.5.1 any Conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract will continue in force; and
10.5.2 all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.
10.6 Within 14 days after the date of expiry or termination of the Contract each party will, subject to the exception set out in Condition 10.7:
10.6.1 if requested to do so, return to the other party all of the other party’s Confidential Information (including all copies and extracts) in its possession or control; and
10.6.2 cease to use the other party’s Confidential Information.
10.7 Each party may retain any of the other party’s Confidential Information which it has to keep to comply with any applicable law or which it is required to retain for insurance, accounting or taxation purposes. The provisions of Condition 11 will continue to apply to retained Confidential Information.
11.1 Each party will, subject to Condition 11.2:
11.1.1 only use the other party’s Confidential Information for the purpose of performing its obligations and exercising its rights under the Contract;
11.1.2 keep the other party’s Confidential Information secret, safe and secure; and
11.1.3 not disclose the other party’s Confidential Information to any other person.
11.2 Each party may disclose the other party’s Confidential Information:
11.2.1 to the extent required by law or any court of competent jurisdiction or the rules of any governmental or regulatory body; and
11.2.2 to those of its officers, directors, employees and professional advisers and, in our case, our agents and sub-contractors, who need access to that Confidential Information so that it can perform its obligations and exercise its rights under the Contract. A party disclosing the other party’s Confidential Information under this Condition 11.2.2 will procure that each person to whom it discloses that Confidential Information will not do or omit to do anything which if done or omitted to be done by that party would be a breach of this Condition 11.
11.3 For the purposes of this Condition 11, “Confidential Information” means the terms of the Contract, any information in relation to pricing of the Goods including but not limited to the RRPs and any information that relates to a party (or any of its Group Companies or businesses) and which is disclosed to the other party in connection with the Contract, but excluding information that:
11.3.1 is at the relevant time in the public domain (other than by virtue of a breach of this Condition 11);
11.3.2 was received by the other party from a third party who did not acquire it in confidence; or
11.3.3 is developed by the other party without any breach of the Contract.
11.4 Each party acknowledges and agrees that damages alone would not be an adequate remedy for breach of this Condition 11 by that party. Accordingly, the other party will be entitled, without having to prove special damages, to equitable relief (including injunction and specific performance) for any breach or threatened breach of this Condition 11by the first party.
12.1 Any notice given under or in connection with the Contract will be in the English language and:
12.1.1 sent to the relevant party’s address by pre-paid first class post, airmail post or mail delivery service providing guaranteed next working day delivery and proof of delivery; or
12.1.2 sent by e-mail to that party’s e-mail address.
12.2 Any notice given in accordance with Condition 12.1 will be deemed to have been served:
12.2.1 if given as set out in Condition 12.1.1 , at 9.00 a.m. on the second Business Day after the date of posting for first class and mail delivery services and on the fifth Business Day for airmail post; and
12.2.2 if given as set out in Condition 12.1.2, at the time of sending the e-mail,
provided that if a notice is deemed to be served before 9.00am on a Business Day it will be deemed to be served at 9.00am on that Business Day and if it is deemed to be served on a day which is not a Business Day or after 5.00pm on a Business Day it will be deemed to be served at 9.00am on the immediately following Business Day.
12.3 In the case of any notice to be given to us, it is to be marked for the attention of our specified representative. Our address and representative are set out below and your address are those detailed in the Order, and may be changed by the relevant party giving at least 5 Business Days notice in accordance with this Condition 12.
The Managing Director, Milly Green Designs Ltd, The Old Parlour, Stanbridge Farm, Hampshire, GU31 5RB.
12.4 To prove service of a notice it will be sufficient to prove that the provisions of Condition 12.1 were complied with.
12.5 This Condition 12 will not apply to the service of any proceedings or other documents in a legal action to which the Civil Procedure Rules apply.
13.1 The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:
13.1.1 neither party has entered into the Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made to the first party or any other person) which is not expressly set out in the Contract;
13.1.2 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into the Contract and which is expressly set out in the Contract will be for breach of contract; and
13.1.3 nothing in this Condition 13.1 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.
13.2 A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy.
13.3 If any term of the Contract (including any exclusion from, or limitation of, liability set out in Condition 9) is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the Contract and this will not affect the remainder of the Contract which will continue in full force and effect.
13.4 We reserve the right to vary these Terms and Conditions at any time. Where request to vary these Terms and Conditions is made by you, no variation will be valid unless agreed in writing and signed by the directors of both parties.
13.5 Nothing in the Contract and no action taken by the parties in connection with it or them will create a partnership or joint venture or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.
13.6 Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person.
13.7 Our rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.
13.8 You will not be entitled to assign, transfer, charge, hold on trust for any person or deal in any other manner with any of your rights under the Contract. You will be entitled to sub-contract your obligation to collect Goods under Condition 5, but you will not be entitled to sub-contract any of your other obligations under the Contract.
13.9 All products are sold as once piece and the price displayed is for one unit, unless otherwise stated in the product name that the product is a set and contains multiple pieces. Most products are sold in a minimum carton quantity and we are unable to break cartons. Many of our products are sold in an assortment, this means each carton will be made up of two or three different colours or designs – this will be clearly stated. All items should be ordered in pack quantities and where this is not the case we reserve the right to amend to the nearest multiple.
14. GOVERNING LAW AND JURISDICTION
14.1 The Contract and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales.
14.2 Subject to Condition 14.3, the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including in relation to any non-contractual obligations).
14.3 Either party may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.
14.4 Subject to Condition 14.3 , each party waives any object to, and agrees to submit to, the jurisdiction of the courts of England and Wales.