Terms & Conditions
The following Terms and Conditions apply to the use of redemptionroasters.com. By using this site and/or shopping with us you are agreeing to these terms and conditions. Please ensure you read them carefully prior to using this website and/or ordering with us. They set out your rights and obligations and those of Catimor Ltd (t/a Redemption Roasters) in relation to this website and its content and exclude and limit our liability to you in the event of loss or damage.
These Terms and Conditions apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Any new features or tools which are added to the current website shall also be subject to the Terms and Conditions. You can review the most current version of the Terms and Conditions at any time on this page.
We reserve the right to change these Terms and Conditions and the content and products on redemptionroasters.com without prior notice. Please ensure you check these Terms and Conditions regularly. If you use this website after we have made changes you are accepting the new Terms and Conditions of use.
If you have any queries relating to the Terms and Conditions, please contact our customer service team at [email protected]
Customer Service opening hours:
Monday to Friday 09:30 to 16:30
1. ONLINE SHOP TERMS
By agreeing to these Terms and Conditions, you warrant that you are legally capable of entering into binding contracts and that the personal information which you are required to provide is accurate, current and complete in all respects. You also warrant that you will notify us immediately of any changes to your personal information by updating your online account or contacting our Customer Service team via email or through one of the methods outlined above.
You may not use our products or services for any illegal or unauthorised purpose (including but not limited to copyright laws). You must not transmit any viruses or any code of a destructive nature. A breach of any of the Terms will result in an immediate termination of your Services.
2. GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
3. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
4. MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products and services are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
5. PRODUCTS OR SERVICES
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colours and images of our products that appear in the shop. We cannot guarantee colour and image accuracy or that your computer monitor’s display of any colour will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
6. ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our shop. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
7. OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms and Conditions.
8. THIRD-PARTY LINKS
Certain content, products and services available via our Site may include materials from third-parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
9. INTELLECTUAL PROPERTY AND RIGHTS TO USE
All content and intellectual property rights contained within this website, including, but not limited to, registered trademarks, imagery, graphics and editorial content are the property of Catimor Ltd. You are only permitted to use this material as authorised in writing by us. You agree not to modify, rent, lease, loan, sell , distribute or create derivative works based on Catimor Ltd products or brand.
The images displayed at the bottom of our homepage constitute an Instagram account feed from @redemptionroasters. Some of the imagery contained within this feed has been regrammed from other Instagram users. These images have been expressly detailed as regrams on the Instagram post that they link through to and the authors of these images have been appropriately credited. You agree not to use them without permission from the relevant authors.
10. USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example competition entries) or without a request from us you send creative ideas, imagery, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms and Conditions.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
11. PERSONAL INFORMATION
12. ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
13. PROHIBITED USES
In addition to other prohibitions as set forth in the Terms and Conditions, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any UK or international laws; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
14. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
While we will use reasonable endeavours to verify the accuracy of any information we place on the website, we make no warranties, whether express or implied in relation to its accuracy. This website is provided on an “as is” and “as available” basis without any representation or endorsement made and we make no warranties of any kind, whether express or implied, in relation to this website, or any transaction that may be conducted on or through the website including but not limited to, implied warranties of non-infringement, compatibility, security, accuracy, conditions of completeness, or any implied warranty arising from course of dealing or usage or trade.
We make no warranty that this website will meet your requirements or will be uninterrupted, timely or error-free. We make no warranty that this website or the servers that host it and its corresponding applications are free of viruses or represent the full functionality, accuracy and reliability of the website. We will not be responsible or liable to you for any loss of content or material uploaded or transmitted through this website.
To the fullest extent permissible under applicable law, we disclaim any and all warranties of any kind, whether express or implied, in relation to the products or services offered. This does not affect your statutory rights as a consumer, nor does it affect your Contract Cancellation Rights.
We will not be liable, in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with the Conditions for any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings); or any loss of goodwill or reputation; or any special or indirect losses suffered or incurred by that party arising out of or in connection with the provisions of any matter under the Conditions.
Nothing in the Conditions shall exclude or limit our liability for death or personal injury resulting from our negligence or that of our servants, agents or employees.
If we fail, at any time during the term of a contract, to insist upon strict performance of any of your obligations under the contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
A waiver by us of any default shall not constitute a waiver of any subsequent default.
No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
In the event that any provision of these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms and Conditions, such determination shall not affect the validity and enforceability of any other remaining provisions.
17. EVENTS OUTSIDE OF OUR CONTROL
We will not be liable or responsible for any failure to perform or delay our performance in any of our obligations under these terms that is caused by events outside of our reasonable control (“Force Majeure”).
A Force Majeure Event includes any act, event, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) Strikes or other industrial action;
(b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) Fire, explosion, storm, flooding or other natural disasters;
(d) Forced inability to use railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) Forced inability to use public or private telecommunications networks;
(f) The acts, decrees, legislation, regulations or restrictions of any government.
Our performance under any contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use reasonable endeavours to find a solution by which our obligations under these Terms and Conditions may be performed despite the Force Majeure Event.
18. TRANSFER OF RIGHTS AND OBLIGATIONS
The contract between you and Catimor Ltd is binding to you and Catimor Ltd and to our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of a contract, or any of your rights or obligations arising under it, without our prior written consent.
We may transfer, assign, charge, sub-contract or otherwise dispose of a contract, or any of our rights or obligations arising under it, at any time during the term of the contract.
You agree to indemnify, defend and hold harmless Catimor Ltd and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms and Conditions are effective unless and until terminated by either you or us. You may terminate these Terms and Conditions at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If, in our sole judgment, you fail, or we suspect that you have failed, to comply with any term or provision of these Terms and Conditions, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
21. ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.
These Terms and Conditions and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).
Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.
22. GOVERNING LAW
These Terms and Conditions and any separate agreements whereby we provide you products and services shall be governed by and construed in accordance with English law. Any dispute arising from, or related to, such contracts shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.
23. COMPLAINTS & QUESTIONS
Any complaints relating to this website or questions regarding the Terms and Conditions should be sent to [email protected]
1. DEFINITIONS AND INTERPRETATION
In the following terms and conditions, together with the “new account form” attached hereto, (these “Terms and Conditions”) the following expressions shall have the following meanings and the following rules of interpretation shall apply:
1.1. “Buyer” means the person, firm or company set out in the “new account form”;
1.2. “Goods” means the products supplied by the Seller;
1.3. “Party” means each of the Seller and the Buyer and “Parties” means the Seller and the Buyer together;
1.4. “Seller” means Catimor Ltd., a company incorporated in England and Wales with registered number 09645673 and whose registered office is at 84b Lambs Conduit Street, London, United Kingdom, WC1N 3LR;
1.5. “Working Day” means any day of the week that is not a Saturday, Sunday or public holiday in England;
1.6. references to “include” or “including” are to be construed without limitation;
1.7. unless the context otherwise requires, words in the singular include the plural and vice versa and a reference to any gender includes all other genders;
1.8. references to a “person” include any individual, company, partnership, joint venture, firm, association, trust, government authority or other body or entity (whether or not having separate legal personality); and
1.9. other than in relation to clause 10.1, any reference to “writing” or “written” means any method of reproducing words in a legible and non-transitory form (including, for the avoidance of doubt, email).
2. EXCLUSIVE APPLICATION
These Terms and Conditions shall apply to all sales of Goods by the Seller, notwithstanding any inconsistent, different, or additional terms and conditions which are set forth in the Buyer’s purchase order, terms and conditions, request for quotation, or similar documents, or which are implied by statute, at common law, on the basis of usage, custom or the parties’ previous course of dealing, in fact or otherwise. Any additional and/or inconsistent terms and conditions proposed by the Buyer or contained in any such documents are waived by the Buyer and are specifically rejected by the Seller unless expressly agreed upon in writing by the Seller.
3. PLACING ORDERS
3.1. The Buyer shall submit all requests for the supply of Goods, specifying the product description and quantity of Goods requested, in writing by email to the address made known to the Buyer by the Seller (an “Offer”). The Offer constitutes an offer by the Buyer to purchase the Goods in accordance with these Terms and Conditions.
3.2. Unless agreed otherwise in writing between the Parties, the price for the Goods in the Offer shall be calculated on the basis of the Seller’s price list that the Buyer has made available to the Seller, as such price list may be updated by the Seller from time to time.
3.3. The Buyer shall set out the relevant delivery address in the Offer if the delivery information for particular Goods is different from the information set out in the Buyer’s “new account form”.
3.4. If the Seller accepts the Offer, the Seller will issue an invoice to the Buyer. The Offer shall only be deemed to be accepted by the Buyer when the Seller issues this invoice, at which point an “Order” will be placed which will be governed by these Terms and Conditions.
4.1. Any dates quoted for the delivery of Goods are approximate and the Seller shall not be liable for any delay in delivery of the Goods however caused (including delays caused by negligence). Time shall not be of the essence with respect to delivery unless agreed otherwise in writing between the Parties.
4.2. The Seller shall endeavour to deliver the Goods in any Order placed before 12pm (noon) on a Working Day to the Buyer on the next Working Day.
4.3. The Seller shall endeavour to deliver the Goods in any Order placed after 12pm (noon) on a Working Day to the Buyer on the Working Day after the next Working Day.
4.4. Notwithstanding clauses 4.2 and 4.3, the Goods in any Order placed on a Friday before 1PM may be delivered on Saturday (the next day) at the special request of the Buyer, subject to the Buyer incurring a delivery fee of £9.50 (plus VAT).
4.5. The Buyer shall pay a delivery fee of £9.50 (plus VAT) for any Order that comprises of a total amount payable for Goods amounting to less than, or equal to, £150 (excluding VAT) for any deliveries within the UK. Deliveries within the UK are otherwise free.
4.6. Any Order placed for delivery outside of the UK shall be subject to a delivery charge as determined by the Seller from time to time.
4.7. The Buyer will incur a £25.00, or 25% of the sales value of the Goods (whichever is higher) (plus VAT) collection and restocking fee for any collections that the Seller agrees to make for Goods ordered in error or that are no longer required.
4.8. All sales are final and the Seller does not operate a returns policy.
4.9. Subject to clause 8.1 the Seller shall not accept, or be liable for, Goods that are returned to the Seller.
4.10. The Seller will not issue credit to the Buyer for any Goods returned, unless the Seller has dispatched Goods in error and those Goods were not ordered by the Buyer, or the relevant Goods were defective or damaged.
4.11. Once an Order has been placed, the Order can only be cancelled with the Seller’s consent and the Buyer shall be liable for any costs expended by the Seller on account of that Order.
5. TERMS OF PAYMENT
5.1. The following terms of payment shall be applicable to each Order, unless otherwise agreed in writing by the Parties.
5.2. The Seller will use the bank details provided on the Buyer’s “new account form” to set up a Gocardless.com (“Gocardless”) mandate.
5.3. In respect of each Order, the Seller will issue an invoice to the Buyer, setting out the price payable for the relevant Goods, together with any applicable taxes (including value added tax) which are chargeable to the Buyer as a result of the supply of the Goods (the “Fees”).
5.4. The Buyer shall pay the Fees in accordance with the payment terms set out on the invoice. Unless otherwise agreed in writing, the Buyer agrees to make payment to the Seller via the Gocardless system. Seller will take payment of the Fees by Gocardless mandate within fourteen (14) days following the date of the relevant invoice. It shall be a condition that the Gocardless mandate shall not be cancelled by the Customer at any time when monies are owed by the Buyer to the Seller.
5.5. The Seller reserves the right to charge interest to the Buyer on any amount of an invoice that remains unpaid after the relevant due date, at a rate of eight (8) % per annum above the Barclays interbank lending rate. Such interest shall accrue on a daily basis from the day following the due date until actual payment of the overdue amount has been made in full.
5.6. In the event that any Fees become overdue for payment (in full or in part), the Seller reserves the right to suspend deliveries of further Goods to the Buyer, either indefinitely or until such overdue Fees have been paid in full.
5.7. The Seller and the Buyer may agree credit terms in writing. The Seller reserves the right to cancel or amend any such credit terms without prior notice if: (i) the Buyer is in default of its obligations under the agreed credit terms; and/or (ii) the Seller becomes aware of any adverse change in the financial position of the Buyer.
5.8. The Seller does not accept cheque as a method of payment for the Fees.
5.9. If any portion of the Fees remains outstanding for thirty (30) or more days after payment has fallen due, the Seller may, at its discretion, commence a debt recovery process in respect of the Buyer. The Buyer agrees that the Seller is entitled to charge the Buyer for any fees associated with this debt recovery process.
5.10. Time shall be of the essence in payment of the Fees.
6. OWNERSHIP OF GOODS
6.1. Beneficial and legal title (or any other property right) to any Goods supplied by the Seller to the Buyer shall not pass to the Buyer until all Fees for those Goods have been paid in full by the Buyer.
6.2. The Buyer shall keep Goods in respect of which beneficial and legal title has remained with the Seller separately to other goods and ensure they are clearly identifiable as those of the Seller. Until such point in time as title passes to the Buyer, the Buyer shall: (i) upon request by the Seller, at its own expense immediately return such Goods to the Seller; or (ii) permit the Seller to enter the Buyer’s premises without prior notice to collect the Goods.
6.3. The risk in the Goods shall pass to the Buyer upon completion of delivery to the Buyer or any person or entity nominated by the Buyer to take delivery of the Goods.
7. SHORTAGES AND DAMAGES
7.1. Orders are accepted by the Seller subject to the availability of Goods for delivery.
7.2. The Buyer shall examine all Goods immediately upon recipient of the delivery. The Buyer must notify the Seller within twenty-four (24) hours of delivery of any shortages, damages or incorrect deliveries.
7.3. Failure to comply with clause 7.2 above will render the Buyer liable to pay the relevant Fees in full.
8.1. Nothing in these Terms and Conditions shall limit or exclude the liability of either Party for:
8.1.1. death or personal injury resulting from its negligence;
8.1.2. fraud or fraudulent misrepresentation; or
8.1.3. any other act or omission, liability for which cannot be limited or excluded by applicable law.
8.2. Except as provided in clause 8.1, the Seller shall not under any circumstances be liable to the Buyer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
8.2.1. loss of profit, loss of goodwill or reputation, loss of business, loss of anticipated savings; or
8.2.2. any special, indirect or consequential damage,
suffered by the Buyer that arises out of or in connection with these Terms and Conditions.
8.3. Except as provided in clause 8.1 and subject to clause 8.2, the Seller’s total liability arising under or in connection with these Terms and Conditions, whether arising in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, shall in all circumstances be limited to an amount equal to the total of all Fees paid or payable by the Buyer to the Seller under these Terms and Conditions in the three (3) months immediately preceding the claim.
8.4. All conditions, representations or warranties that might be implied or incorporated into these Terms and Conditions, whether by statute, common law or otherwise are hereby expressly excluded to the extent permitted under applicable law.
8.5. Neither Party shall be deemed to be in breach of these Terms and Conditions, or otherwise be liable to the other Party under or in connection with these Terms and Conditions, by reason of any delay in performance, or non-performance, of any of its obligations under these Terms and Conditions (other than any obligations to make monetary payment) to the extent that such delay or non-performance is due to an event beyond the reasonable control of either Party.
9.1. The Seller and the Buyer may from time to time agree that the Seller will produce for the Buyer: (i) bespoke packaging for the Goods; and/or (ii) bespoke products (with (i) and (ii) together, the “Bespoke Products”). If so requested by the Seller, the Buyer shall reimburse the Seller for the Seller’s costs in producing the Bespoke Products, including in the event of cessation of trading between the Seller and the Buyer, or if the Buyer ceases to purchase the Bespoke Products.
9.2. If the Buyer provides the Seller with artwork or other materials for the purpose of producing the Bespoke Products (the “Materials”), the Buyer hereby grants to the Seller a fully paid-up, royalty-free, non-exclusive, non-transferable licence to use, copy and modify the Materials for the purpose of producing the Bespoke Products.
9.3. The Buyer warrants that: (i) it owns all rights (including intellectual property rights) in and to the Materials, or it has sufficient rights in the Materials in order to grant the Seller the rights granted to it pursuant to these Terms and Conditions; and (ii) the receipt and use of the Materials by the Seller in accordance with these Terms and Conditions does not and will not constitute an infringement or misappropriation of any intellectual property rights of any third party.
9.4. Any person at the Buyer who agrees to these Terms and Conditions, makes orders, executes rental agreement or deals in any other capacity whatsoever with the Seller represents and warrants that he or she is duly authorised and has legal capacity to do so. The Buyer represents and warrants to the Seller that the execution and delivery of any agreement and the performance of the Buyer’s obligations have been duly authorised and that the agreement is a valid and legal agreement binding on the Buyer and enforceable in accordance with its terms.
9.5. The Buyer shall indemnify the Seller in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Seller as a result of or in connection with any claim brought against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of, or in connection with, the receipt or use of the Materials by the Buyer in accordance with these Terms and Conditions.
9.6. Without prejudice to any other right or remedy available to it, the Seller may cancel an Order by giving written notice to the Buyer if the Buyer ceases to do business, becomes unable to pay its debts as they fall due, becomes or is deemed insolvent, has a receiver, liquidator, manager, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of its assets or business (or is the subject of a filing with any court for the appointment of any such officer), makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation or reconstruction), or any equivalent or similar action or proceeding is taken or suffered in any jurisdiction.
9.7. The Buyer authorises the Seller to conduct credit checks on the Seller and any Directors or officers thereof in order to conduct a complete financial analysis of their affairs, for the purposes of providing the Buyer, and assessing its suitability for, a credit account.
10.1. Any communication in any form to be given or made by a Party in connection with these Terms and Conditions must be in writing and shall be delivered personally or by first class pre-paid post or e-mail transmission (but in the case of notification by e-mail transmission with subsequent confirmation by letter as provided above) and addressed to the addresses on the front page of these Terms and Conditions. Any such notice shall take effect, in the case of a letter, at the time of delivery (if delivered by hand or courier) or at 9:00am (local time in the country of the addressee) on the second business day (in England) after the time and date of posting if sent by pre-paid recorded delivery or, in the case of e-mail transmission, if sent during normal business hours, then at the time of transmission and, if sent outside normal business hours, then on the next following business day (in England).
10.2. A person who is not a Party to these Terms and Conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999 (UK) or other substantively similar legislation, to enforce any of its terms. The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under these Terms and Conditions are not subject to the consent of any person that is not a Party to these Terms and Conditions.
10.3. Nothing in these Terms and Conditions is intended to, or shall be construed so as to, establish or imply any partnership or joint venture or a relationship of principal and agent between the Parties or constitute either Party as the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
10.4. These Terms and Conditions may be executed in counterparts and shall be effective when each Party has executed and delivered a counterpart. Each counterpart shall constitute an original of these Terms and Conditions, but all the counterparts shall together constitute one and the same instrument.
10.5. These Terms and Conditions, together with any Orders, constitute the entire agreement and understanding between the Parties regarding the subject matter hereof, and shall supersede and replace any prior agreement or understanding entered into by, or discussion, prior and contemporaneous promises, negotiation or correspondence, written or oral, exchanged between the Parties.
10.6. The Buyer may not assign, transfer, create any trust over, charge or otherwise encumber or deal in any other manner with all or any of its rights and obligations under this Agreement (including any cause of action arising in connection with it) without the prior written consent of the Seller. Any such purported action shall be ineffective.
10.7. The failure to enforce any of the terms of these Terms and Conditions by an Party shall not be deemed a waiver of any other right or privilege under these Terms and Conditions or a waiver of the right to thereafter claim damages for any deficiencies resulting from any misrepresentation, breach of warranty, or non-fulfilment of any obligation of the other Party. No waiver of any right under these Terms and Conditions shall be effective unless in writing, signed by the Party that is giving the waiver. Unless expressly stated otherwise, a waiver shall be effective only in the circumstances for which it is given. No delay or omission by any Party in exercising any right or remedy provided by law or under these Terms and Conditions shall constitute a waiver of such right or remedy. The single or partial exercise of a right or remedy under these Terms and Conditions shall not preclude any other nor restrict any further exercise of any such right or remedy.
10.8. Except as expressly provided otherwise in these Terms and Conditions, the rights and remedies provided in these Terms and Conditions are cumulative and do not exclude any rights or remedies provided by law.
10.9. If any provision of these Terms and Conditions is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, it shall be deemed to be severed from these Terms and Conditions and the Parties shall use all reasonable endeavours to replace such provision with one having an effect as close as possible to the deficient provision. The remaining provisions will remain in full force in that jurisdiction and all provisions will continue in full force in any other jurisdiction.
10.10. No variation of these Terms and Conditions shall be effective unless in writing and signed by or on behalf of all of the Parties.
10.11. These Terms and Conditions and any dispute, claim or non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the law of England and Wales.
10.12. The Parties agree that the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceedings arising out of or in connection with these Terms and Conditions (including any non-contractual obligations arising out of or in connection with these Terms and Conditions) and, for such purposes, irrevocably submit to the jurisdiction of such courts.