These Terms and Conditions are the standard terms that apply to the purchase of all Goods from Ogrifox Ltd, a company registered in England under number 09480882 whose registered office address is at 44 Broadway, London, England, E15 1XH, hereinafter known as “the Company”.
These Terms and Conditions are not intended for the sale of Goods to Consumers, as defined in the Consumer Rights Act 2015.
- Definitions and Interpretation
- In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
“Contract” means the contract formed as detailed in clause 2, which shall incorporate, and be subject to, these Terms and Conditions;
“Consumer” means a consumer (as defined in the Consumer Rights Act 2015).
“Customer” means the sole trader, firm or corporate body ordering the Goods or Services. Where the person ordering the Goods or Services are an individual doing so on behalf of a business, that person confirms they have the authority to contractually bind and enter into the Contract on behalf of that business and the business shall be the Customer in the context of this Contract;
“Delivery Date” means the estimated date on which the Goods are to be delivered;
“Goods” means the physical goods which is to be supplied by us to you as specified in your Order (and confirmed by us in accordance with clause 2.1);
“Order” means your order for the Goods, Subscription, or Services; and
“Price” means the price payable for the Goods;
“Services” means the digital content or consultancy services which is to be supplied by us to you as specified in your Order (and confirmed by us in accordance with clause 2.1);
“Subscription” means the subscription to access member discounts;
Website” means http://www.ogrifox.com/
- Each reference in these Terms and Conditions to:
- “we”, “us” and “our” is a reference to the Company and includes our employees and agents;
- “you” and “your” is a reference to the Customer and includes your employees and agents;
- “writing” and “written” includes letters, emails and faxes;
- a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
- “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time;
- a clause is a reference to a clause of these Terms and Conditions; and
- a “Party” or the “Parties” refer to the parties to these Terms & Conditions.
- The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation.
- The contract
- Our Website will give you the opportunity to register or if already registered, login. Registered users have the opportunity to subscribe and have access to certain discounts which are applied at checkout. Where you are purchasing on behalf of a business you will act as the main point of contact.
- Before submitting your Order to us, you will be given the opportunity to review and amend it. Please ensure that you have checked your Order and that you have read these Terms and Conditions carefully before submitting it, ticking the box to say ‘I have read and understood the terms & conditions’ and making payment. If you are unsure about any part of these Terms and Conditions, please ask us for clarification.
- No part of our Website constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that we may, at our sole discretion, accept.
- These terms constitute the entire agreement between you and us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these terms and that you have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
- A legally binding Contract will be created upon our acceptance of your Order. The Contract will incorporate and be subject to these Terms and Conditions. Orders will be confirmed by way of our confirmation in writing;
- If the Goods are not in stock or are only partially in stock when you place your Order, we will contact you to advise of this and to ask if you would prefer us to deliver the Goods in instalments as they arrive in stock or if you would prefer to wait for the entire delivery when we have all the Goods in stock. Please note each part-delivery may incur separate delivery costs.
- Price and Payment
- The price of the Subscription, Goods or Services will be shown on our Website at the time of your Order. Our prices may change at any time but these changes will not affect any Orders that we have already accepted.
- The price of the Goods does not include delivery charges, which will be notified to you during the checkout process and before you confirm your order.
- We have made every reasonable effort to ensure that our prices, as shown on our Website are correct. If we find, or are made aware of, any typographical, clerical or other accidental errors or omissions in our sales and marketing literature or on our Website, we will make every reasonable effort to correct such errors or omissions as soon as is reasonably possible.
- All prices exclude VAT, where applicable. If the rate of VAT changes between the date of your Order and the date of your payment, we will adjust the rate of VAT that you must pay. Changes in VAT will not affect any prices where we have already received payment in full from you.
- For monthly Subscription services we take payments by continuous payment authority on the same date each month as the date you made the Order. Payment times may vary.
- By entering into a Subscription, you are agreeing to a contract term length of whatever Subscription period you have agreed. You acknowledge that your Subscription may have an initial and recurring payment feature and that you accept responsibility for all recurring charges prior to cancellation.
- We will submit monthly charges without further authorisation from you until you cancel your Subscription and after the initial Subscription term.
- The Goods
- We have made every reasonable effort to ensure that the Goods conform to the photographs and descriptions provided in our sales and marketing literature and on our Website. We cannot, however, guarantee that all photographs and descriptions will be precisely accurate. Please note in particular that certain colours when displayed on your computer, phone or tablet may look different to the actual colour of the Goods.
- We reserve the right to make any changes in the specification of the Goods that may be required to conform to any applicable safety or other legal or regulatory requirements, without notice.
- We neither represent nor warrant that particular Goods will be available. Stock indications are not provided on our Website. If the Goods are not available, and the waiting time is not convenient for you, the provisions of clause 1.9 will apply.
- We reserve the right to make any changes in the specification of the Goods that may be required to conform to any applicable safety or other legal or regulatory requirements without notice.
- The specification for the Goods shall be as set out in our sales documentation. The Goods will only be supplied in the minimum units as stated in our price list, or in multiples of those units. Orders received for quantities other than these minimum units will be adjusted accordingly.
- Any illustrations, photographs or descriptions we provide, whether on our website or in catalogues, brochures, price lists or other documents issued by us are intended as a guide only and shall not be binding.
- You may change your Order at any time before we dispatch the Goods by contacting us in writing or by telephone. If your Order is changed, we will inform you of any change to the Price.
- No order which has been accepted by the Company may be cancelled by you except with our agreement in writing on the terms that you shall indemnify us in full against all loss (including loss of profit), costs (including all labour and materials used), restocking, charges and expenses incurred by us as a result.
- We may cancel your Order at any time before we dispatch the Goods if Goods are no longer in stock and we are unable to re-stock (if, for example, the Goods are discontinued), if the Customer goes into administration, becomes insolvent or bankrupt or we reasonably believe this is about to occur, or an event occurs outside of our control (please see clause 12 below). The cancellation will be confirmed by us in writing.
- If we cancel your Order and you have already paid for the Goods under clause 3, the payment will be refunded to you within 14 days.
- It is your responsibility to ensure that any use, re-sale or distribution of the Goods by you is in compliance with all instructions and manuals issued by us, and any applicable statutory requirements. If the Goods are to be shipped, re-sold or distributed outside of the UK, the Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties thereon, unless otherwise agreed.
- The Services
- The paid online content will be available to you immediately when we send you our Order confirmation and will continue to be available for the duration of your Subscription or for X days/months if bought out of Subscription.
- We do not warrant that your use of our Website or Services will be uninterrupted or error-free; nor that our Website, and/or the downloadable paid content obtained by you from the Website will meet your requirements.
- In some circumstances, we may need to suspend access to the paid content (in full or in part) to fix technical problems, to make necessary changes, to update the content to comply with relevant changes in the law or other regulatory requirements, or to make more significant changes to the paid content.
- It is your responsibility to ensure that any content acquired from the Service is appropriate and complete in all respects for its intended purpose as determined by you. We give no warranty that such material will be fit for its intended purpose
- We reserve the right to terminate your access to the Services at any time. If we do so, we will notify you by email and provide you with an explanation for the termination. If we terminate as a result of your breach of these Terms and Conditions, you will not be entitled to any refund. Such terminations can be appealed by contacting us in writing. Access to any paid content will cease immediately from the date of termination.
- Delivery of Goods
- When we confirm acceptance of your Order, we will provide an estimated delivery date. Please note that estimated delivery dates may vary according to the availability of Goods, your location, and circumstances beyond our control. Time for delivery shall not be of the essence of the Contract.
- We can offer next business day delivery on stocked goods for Orders received by 1pm Monday – Friday.
- Delivery will be deemed to have taken place when the Goods have been delivered to the delivery address indicated in your Order.
- If for any reason we are unable to deliver the Goods at your chosen delivery address, we will leave a note informing you that the Goods have been returned to our premises, requesting that you contact us to arrange re-delivery. The re-delivery and storage may be chargeable. We may also, at our discretion, charge for restocking and administration costs.
- Should you be unavailable and you prefer to have your parcel left unattended on your premises, inform us of the safe place to leave the Goods. Ensure that the safe place you choose is protected and is guarded from public view to avoid damage and theft. We accept no responsibility for the goods once they reach your designated safe place.
- We may, at our discretion, decline to deliver the Goods to your chosen delivery address if we deem it to be unsuitable for any reason. In this event, we will contact you and request another delivery address or cancel your order.
- If the customer wants to return - they need to contact us directly on: firstname.lastname@example.org. We accept returns only when the product is visibly “damaged” in transport, or has some factory damage on it. We do not accept returns for size swaps etc.
- Intellectual Property Rights
- All content on the Website including, but not limited to, text, graphics, logos, icons, sound and video clips, data, page layout, underlying code and software is our property or that of our contributors. By using the Website you acknowledge that such content is protected by applicable intellectual property laws.
- When you purchase the Services, we will grant you a limited, non-exclusive, non-transferable, non-sub-licensable licence to access and use the relevant paid content for personal, non-commercial purposes. The licence granted to you does not give you any other rights in our paid content (including material that we licence from third parties).
- You cannot access all or any part of the downloads in order to build a product or service which competes with the Services under this Contract;
- You may not copy, rent, sell, publish, republish, share, broadcast or otherwise transmit the paid content (or any part of it) or make it available to the public and other schools or businesses except as permitted under the Copyright Designs and Patents Act 1988 and any amendments to it.
- No Order which has been accepted by us may be cancelled by a Customer except with our agreement in writing on the terms that the Customer shall indemnify us in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, restocking, charges and expenses incurred by us as a result of such cancellation .
- If, on delivery, you are not satisfied with the Goods due to damage and wish to return them, you may do so only provided:
- you email email@example.com;
- you inspected the Goods on delivery;
- you inform us that you wish to return the Goods within 72 hours of delivery;
- the Goods remain in their original condition (as delivered);
- the Goods are returned at your risk and you agree to bear the cost of delivery to us; and
- you indemnify us against any cost incurred by us in rectifying any deterioration of the Goods caused by incorrect storage or use while in your possession.
- If, on receipt, the Goods are proven by us to be damaged or defective, and you comply with clause 8.2 above, we may refund the cost of delivery at our discretion.
- All Goods must be returned to us under this clause 8 in their original condition, in their original, un-opened packaging, accompanied by proof of purchase.
- Replacement of the Goods (or the defective part thereof), or any credit or refund offered at our discretion, shall be issued to you only upon the receipt of the Goods in accordance with this clause 7.
- If you require an advance replacement and we agree to this, you will be required to pay for the advance replacement up front and we will credit or refund this to you only once we receive the original Goods, provided we have confirmed the Goods were damaged or defective. The original Goods must be returned to us within 30 days. In sending an advance replacement, we are not admitting any liability for any defect or otherwise.
- Assignment: We may assign the Contract or any part of it, and may sub-contract any of our obligations to any person, firm or company without your prior consent. You shall not be entitled to assign the Contract or any part of it without our prior written consent.
- Limitation of Liability
- Nothing in these Terms and Conditions seeks to exclude or limit our liability for death or personal injury caused by our negligence (including that of our employees or sub-contractors); or for fraud or fraudulent misrepresentation, breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;.
- All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
- Subject to sub-clauses 10.1 and 10.2:
- We shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to improper conditions, failure to follow our instructions (whether given orally or in writing), misuse, attempted repair or alteration of the Goods without our prior approval, or any other breach of these conditions or act or omission on the part of the Customer, its employees or agents or any third party;
- our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the fee; and
- we shall not be liable to you for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
- You will regard as confidential the Contract and all information obtained by you relating to our business and/or Goods and will not use or disclose to any third party such information without our prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of your default.
- The provisions of this clause 11 shall survive the termination of the Contract.
- Events Outside of Our Control (Force Majeure): If our supply of the Goods are delayed by an event outside of our control such as power failure, internet service provider failure, industrial action, civil unrest, infectious diseases, fire, flood, storms, earthquakes, subsidence, acts of terrorism or war, governmental action, epidemic or other natural disaster, or any other event that is beyond our control. We will contact you as soon as possible to let you know and do what we can to reduce the delay.
- How We Use Your Personal Information (Data Protection)
- All personal information that we may collect will be collected, used and held in accordance with the provisions of the Data Protection Act 2018 and your rights under that Act.
- We may use your personal information to provide our Goods and services to you, process your payment for the Goods, send our newsletter to you; and/or inform you of new Goods available from us. You may request that we stop sending you this information at any time. We will not pass on your personal information to any third parties without first obtaining your express permission.
- Other Important Terms
- The Contract is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
- If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that/those provision(s) will be deemed severed from the remainder of these Terms & Conditions and the remainder will be valid and enforceable.
- No failure or delay by us in exercising any of our rights under these Terms and Conditions means that we have waived that right, and no waiver by us of a breach of any provision of these Terms and Conditions means that we will waive any subsequent breach of the same or any other provision.
- These Terms and Conditions and the Contract between you and us will be governed by, and construed in accordance with, the laws of England and Wales and any dispute will fall within the non-exclusive jurisdiction of the courts of England and Wales.