Terms and Conditions of Sale

1.   DEFINITIONS

In addition to capitalised terms defined elsewhere in this agreement, capitalised terms used in this agreement will have the following meanings:

2.   SUBMITTING ORDERS

1. 1. Submitting an Order constitutes your agreement to be bound by this agreement in terms of which we will provide you with, and install, the Products in exchange for your full payment of the Charges.
   2. Your Order is confirmed, and this agreement effective, as at the date we confirm your Order.

3.  QUOTATIONS

1. 1. All quotations are provided subject to this agreement and are valid for [30] days unless otherwise stated in the relevant quote.
   2. We reserve the right to withdraw a quote.

4.   PRODUCTS

4.1  products

1. 1. We try to make sure that all weights, sizes and measurements set out in our marketing materials and communications are as accurate as possible, but due to the nature of the Products, there may be some small deviations in such weights, sizes and measurements in the actual Products than those specified in any of our marketing materials (or in any correspondence to you from us.
   2. Until the price of your Products is paid in full, title in those Products is retained by CES. Delivery must not be refused by you.
   3. We are under a legal duty to supply you with Products that are in conformity with this contract (subject to your Order being accepted and confirmed), though we may substitute certain components of the Products, or the Products, provided that the replaced portions comply with the purpose and quality requirements.

4.2  return of products and refunds

1. 1. Due to the nature of the Products, we do not offer refunds or returns.
   2. For more detailed information on your rights and what you should expect from us, please:
      1. contact us using the contact details on our Website; or
      2. visit the Citizens Advice website www.citizensadvice.org.uk or call 0808 223 1133.
   3. Nothing in these terms affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights under law.

5.   payment

1. 1. All prices are:
      1. per unit (except where otherwise indicated);
      2. in British Pounds (except where otherwise indicated); and
      3. subject to change prior to you completing an Order without notice.
   2. (Payment obligations) Unless otherwise agreed in writing, you must pay for all Products within 30 days of the date of an invoice by us, failing which we may charge you interest at the maximum rate permitted by law.
   3. (VAT) Unless otherwise indicated, amounts stated in an Order do not include VAT. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us including that amount in the Order, or otherwise providing a tax invoice.

6.   delivery

1. 1. The estimated date and time window for delivery of Products is set out in our confirmation of your Order and will be confirmed with you once payment in full is received.
   2. If something happens which is outside of our control and affects the estimated date of delivery, we will provide you with a revised estimated date for delivery.
   3. Delivery will take place at the address provided by you when you placed your Order with us.
   4. Unless we agree in writing otherwise if we cannot deliver your Product within 30 days of the date of your Order, we will let you know and may:
      1. cancel your Order; and
      2. give you a refund.
   5. If nobody is available to take delivery on the confirmed delivery/installation date, you must contact us at info@cb-biostimulant.com at least 4 days prior to the confirmed delivery and a new date can be mutually agreed. If no one is at the address provided for delivery on the arranged date for delivery or you fail to provide us with timely notice that no one will be available on the arranged date, you may, in our discretion, be charged for the costs relating to the failed delivery attempt.
   6. Risk in the Product passes to you on handover at delivery.

7.   changes to your order

7.1  cancellation by us

We reserve the right to cancel your Order for any reason, and will notify you of this as soon as possible. Where payment has already been made, we will refund any amounts paid to us by you for such Order.

7.2  cancellation by you

Given the nature of the Products and their short shelf life, you may cancel your Order up to the time that we confirm your Order in writing to you. Once we confirm your Order, your Order is binding and cannot be changed by you.

7.3  faulty goods

1. 1. For all Products purchased, you have statutory rights if your Order has been damaged in transit or the Products were not of satisfactory quality or as described, which may entitle you to a replacement or refund. Nothing in this clause 3 will require us to provide a refund or replacement in respect of loss or damage to the Products caused by you, or otherwise caused to the Products after they entered your possession.
   2. If the packaging has been damaged prior to delivery, please notify us at info@cb-biostimulant.com within 24 hours to assist with a replacement. Note that we will not be liable for any damage or loss due to your failure to inspect the Products timeously.

7.4  returns process

• 1. If you wish to cancel this agreement due to the goods being faulty, in accordance with clause 7.3, we will reimburse you all payments received by you, but may charge an admin fee, and the process set out in this clause 7.4 will apply, provided that the relevant Product is faulty in accordance with clause 7.3, or we may refuse your refund/cancellation request.
  2. We may make a deduction from any reimbursement issued to you for loss in value of any Products supplied, if the loss is the result of unnecessary handling by you.
  3. We will pay any refund owed to you without undue delay, and not later than 5 business days after the day on which we are informed about your decision to cancel this agreement (if applicable).
  4. For any valid cancellation under clause 4, we may withhold reimbursement until we have received the relevant goods back from you or you have supplied evidence of having sent back the goods, whichever is the earliest.
  5. For any requested refund under clause 3, we may withhold reimbursement until we have inspected the relevant goods, to ensure that they are faulty, and may refund or replacement as appropriate.

8.   intellectual property

1. 1. CES retains all intellectual property rights in the design of the Products, the recipe for the Products, as well as the labelling and packaging, or those rights are owned by a third party. You must not attempt to copy, reproduce, manufacture or otherwise commercialise the Products.
   2. In this clause 8, “intellectual property rights” means copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of these terms both in the United Kingdom and throughout the world.

9.   third party suppliers

1. 1. We may do any of the following:
      1. outsource any part of performing any delivery of the Products; or
      2. procure materials and components for the Products from third party suppliers,

                without notice to, or permission from, you.

b. To the maximum extent permitted under applicable law, we will not be liable for any acts or omissions of those third parties, including where such third parties cause delay or damage to any part of your Order, or are negligent in providing services or goods.

10.   liability

1. 1. To the maximum extent permitted by applicable law, CES limits all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any Products or services provided by CES, is limited to the extent that CES is indemnified by its insurance.
   2. In instances where CES is not indemnified by its insurance as provided for in clause 10(a) above, CES’s liability for the claims referred to in clause 10(a) above, are limited to the total amounts paid by you to us in respect of your Order.
   3. All express or implied representations and warranties in relation to Products and the associated services performed by CES are, to the maximum extent permitted by applicable law, excluded.
   4. (Indemnity) You indemnify CES and its employees and agents in respect of all liability for loss, damage or injury which is or may be suffered by you or any person arising from your or your representatives’:
      1. breach of this agreement; or
      2. use of any Products, or other goods or services provided by CES or any third party provider; or
      3. modification of any of the component parts of the Products.
   5. (Consequential loss) To the maximum extent permitted by law, under no circumstances will CES be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement, these terms or any Products or services provided by CES (or any third party installer) (except to the extent this liability cannot be excluded under law).
   6. To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these terms or an Order, including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause will be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions will remain in full force and effect.

11.   dispute resolution

1. 1. A party claiming that a dispute has arisen under or in connection with these terms must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory injunction, unless that party has complied with the requirements of this clause.
   2. A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
   3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

12.  third party rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

13   force majeure

Neither party will be liable for any failure to perform its obligations in terms of this agreement in circumstances beyond their reasonable control. If such circumstances arise, the affected party must promptly provide notice to the other party and resume performance once the circumstances preventing performance subside.

14   confidentiality

The parties shall each keep any information received from the other confidential, save to the extent necessary to share for the performance of this agreement or required by law to divulge.

15   general

15.1 compliance with laws

The parties shall both comply with all applicable laws.

15.2  governing law and jurisdiction

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

15.3  waiver

No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

15.4  severance

Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.

15.5  joint and several liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

15.6  assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.

15.7  costs

Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.

15.8  entire agreement

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.

15.9  interpretation

1. 1. 1. (singular and plural) words in the singular includes the plural (and vice versa);
      2. (gender) words indicating a gender includes the corresponding words of any other gender;
      3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
      4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
      5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
      6. (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
      7. (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
      8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
      9. (includes) the word “includes” and similar words in any form is not a word of limitation; and
      10. (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.

15.10  notices

1. 1. 1. A notice or other communication to a party under this agreement must be:
         1. in writing and in English; and
         2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (info@cb-biostimulant.com). The parties may update their Email Address by notice to the other party.
      2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
         1. 24 hours after the email was sent, unless that falls on a Saturday, Sunday or a public holiday in the state or territory whose laws govern this agreement, in which case the notice will be taken to be given on the next occurring business day in that state or territory; or
         2. when replied to by the other party,

whichever is earlier.