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Website Rules of Conduct.

SECTION.A: INTRODUCTION

We expect users of the HONEY SUCKLE YARD WEBSITES to respect the law as well as the rights and dignity of others. While using the HONEY SUCKLE YARD WEBSITES you agree to comply with all applicable laws, rules and regulations. In addition, your use of the HONEY SUCKLE YARD WEBSITES is conditioned on your compliance with the rules of conduct set forth in this section, and failure to comply with these rules of conduct may result in termination of your access to the HONEY SUCKLE YARD WEBSITES pursuant to Section 13 below.

You agree not to:

• Post, transmit, upload or otherwise make available through or in connection with the HONEY SUCKLE YARD WEBSITES:

  o Any information or materials that are or may be, or the posting, transmission or use of which is or may be: (a) threatening, harassing, degrading, hateful, disrespectful of the views of others or intimidating; (b) defamatory or libelous; (c) fraudulent or tortious; (d) obscene, indecent, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right.

  o Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense; or that encourages or provides instructional information about illegal activities or activities such as "hacking," "cracking," or "phreaking."

  o Any virus, worm, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage, hijack, disable, interfere with, or disrupt the operation of, or monitor the use of, any hardware, software or equipment,

  o Any information which in any way impinges on another user's use or enjoyment of the HONEY SUCKLE YARD WEBSITES.

  o Any unsolicited or unauthorized advertisements, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme" or investment opportunity, or any other form of solicitation that is not expressly approved by HONEY SUCKLE YARD in advance.

  o Any personally identifiable information of yourself or another individual, without the prior consent of such individual.

  o Any material, non-public information about a company, without the proper authorization to do so.

• Use the HONEY SUCKLE YARD WEBSITES for any fraudulent or unlawful purpose.

• Use the HONEY SUCKLE YARD WEBSITES to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or to harvest or collect information about users of the HONEY SUCKLE YARD WEBSITES.

• Impersonate any person or entity, including without limitation any representative of HONEY SUCKLE YARD; falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the HONEY SUCKLE YARD WEBSITES; or express or imply that we endorse any statement you make.

• Interfere with or disrupt the operation of the HONEY SUCKLE YARD WEBSITES or the servers or networks used to make the HONEY SUCKLE YARD WEBSITES available; or violate any requirements, procedures, policies or regulations of such networks.

• Restrict or inhibit any other person from using the HONEY SUCKLE YARD WEBSITES (including without limitation by hacking or defacing any portion of the HONEY SUCKLE YARD WEBSITES).

• Use the HONEY SUCKLE YARD WEBSITES to gain unauthorized access to other HONEY SUCKLE YARD user accounts.

• Use the HONEY SUCKLE YARD WEBSITES to advertise or offer to sell or buy any goods or services for any business purpose, without HONEY SUCKLE YARD's express prior written consent.

• Reproduce, duplicate, copy, sell, resell, link to or otherwise exploit for any commercial purposes, any portion of, use of, or access to, the HONEY SUCKLE YARD WEBSITES.

• Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the HONEY SUCKLE YARD WEBSITES.

• Remove any copyright, trademark or other proprietary rights notice from the HONEY SUCKLE YARD WEBSITES or materials originating from the HONEY SUCKLE YARD WEBSITES.

• Frame or mirror any part of the HONEY SUCKLE YARD WEBSITES.

• Create a database by downloading and storing HONEY SUCKLE YARD WEBSITES content.

• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather HONEY SUCKLE YARD WEBSITES content or reproduce or circumvent the navigational structure or presentation of the HONEY SUCKLE YARD WEBSITES without HONEY SUCKLE YARD's express prior written consent.

Additionally, you acknowledge and agree that you (and not HONEY SUCKLE YARD) are responsible for obtaining and maintaining all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the HONEY SUCKLE YARD WEBSITES, and for paying all charges related thereto.

Forums and Submissions.

HONEY SUCKLE YARD may offer features through the HONEY SUCKLE YARD WEBSITES that enable you to post information and materials publicly, for example, bulletin boards, chat areas, and similar forums (collectively referred to herein as "Forums"). All of the rules of conduct described in Section 5 above apply to the Forums. Additionally, without HONEY SUCKLE YARD's express prior written consent, you may not use the Forums for any commercial purposes, including the promotion or advertisement of any goods, services or opportunities, and you may not use the Forums to solicit other HONEY SUCKLE YARD WEBSITE visitors or users to visit or become members of, subscribe to or register with any commercial online service or other organization.

When you submit or make available any information or materials through the Forums or otherwise through any HONEY SUCKLE YARD WEBSITE ("Submissions"), you acknowledge and agree that those Submissions will be non-proprietary and non-confidential, may be made available to the general public, and may be used by HONEY SUCKLE YARD without restriction. You hereby grant to HONEY SUCKLE YARD a worldwide, perpetual, royalty-free, irrevocable, non-exclusive right and license, sub-licensable through multiple tiers, without compensation to you, to use, reproduce, distribute (through multiple tiers), adapt (including without limitation edit, modify, translate and reformat), create derivative works of, transmit, publicly display, publicly perform, digitally perform, make, have made, sell, offer for sale and import all Submissions, in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise. You represent and warrant that you have all rights necessary for you to grant the licenses granted in this section with respect to each Submission, and that your provision of Submissions through the Forums or otherwise through the HONEY SUCKLE YARD WEBSITES complies with all applicable laws, rules and regulations. You further irrevocably consent to our using your Submissions without acknowledging your authorship of them and to our doing any other act which might otherwise contravene your  "moral rights" or other rights with respect to attribution of authorship or integrity of materials regarding any Submission that you may have under any applicable law or under any legal theory. This section will survive termination of this Agreement for any reason.

We reserve the right, at our sole discretion, to edit any Submission and to choose to include or not include such Submission in the Forums or otherwise in the HONEY SUCKLE YARD WEBSITES. The Forums include the opinions, statements and other content of third parties, including HONEY SUCKLE YARD Independent Sales Representatives. We are not responsible for screening, monitoring or verifying such content, including such content's accuracy, reliability or compliance with copyright or other laws. Any opinions, statements or other materials made available by third parties (including HONEY SUCKLE YARD Independent Sales Representatives) through the Forums or otherwise through the HONEY SUCKLE YARD WEBSITES are those of such third parties and not of HONEY SUCKLE YARD, and HONEY SUCKLE YARD does not endorse any such opinions, statements or materials. We may remove objectionable statements or other content from the HONEY SUCKLE YARD WEBSITES at any time if we deem removal to be warranted. Please understand that removal or editing of any Submission or other materials may not occur immediately.

You acknowledge and agree that HONEY SUCKLE YARD has no control over, and shall have no liability for any damages resulting from, the use (including without limitation re-publication) or misuse by any third party of information voluntarily made public through the Forums or any other part of the HONEY SUCKLE YARD WEBSITES. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE FORUMS OR OTHERWISE THROUGH THE HONEY SUCKLE YARD WEBSITES, YOU DO SO AT YOUR OWN RISK.

Draws, Competitions, Contests, and Similar Promotions.

Any DRAWS, contest, or similar promotion made available through any HONEY SUCKLE YARD WEBSITE may be governed by specific rules that are separate from this Agreement. By participating in any such DRAWS, contest, or promotion, you agree to become subject to those rules, which may vary from the terms and conditions set forth herein. HONEY SUCKLE YARD urges you to read the applicable rules, if any, which will be linked from the particular activity, and to review the Security and Privacy Statement, which, in addition to this Agreement, will govern any information you submit in connection with such activities.

Intended Audience.

All materials relating to Honey Suckle Yard's control or operation of the HONEY SUCKLE YARD WEBSITES and the HONEY SUCKLE YARD WEBSITES are subject to the law and exclusive jurisdiction of the UK and EUROPE. Unless otherwise specified, materials made available through the HONEY SUCKLE YARD WEBSITES are presented solely for the purpose of providing services and promoting products available in UK. HONEY SUCKLE YARD makes no representation or warranty that any HONEY SUCKLE YARD WEBSITE, in whole or in part, or any products, services, or materials made available through the HONEY SUCKLE YARD WEBSITES, are appropriate or available for use in other locations. Those who choose to access the HONEY SUCKLE YARD WEBSITES from other locations do so on their own initiative and at their own risk and are responsible for compliance with local laws, rules and regulations, if and to the extent local laws, rules or regulations are applicable.

Links to or From Other 3 Party Sites.

Except as otherwise expressly stated by HONEY SUCKLE YARD on an HONEY SUCKLE YARD WEBSITE, HONEY SUCKLE YARD is not affiliated or associated with operators of any third party websites that link to or are linked from the HONEY SUCKLE YARD WEBSITES. HONEY SUCKLE YARD expressly disclaims any responsibility for the accuracy, content, or availability of information found on third party websites that link to or are linked from the HONEY SUCKLE YARD WEBSITES. We cannot ensure your satisfaction with any products or services that are available through any third party site that links to or is linked from the HONEY SUCKLE YARD WEBSITES because these third party sites are owned and operated by independent entities. We do not endorse any of the products or services, nor have we taken any steps to confirm the accuracy or reliability of any of the information, made available through any third party sites. We make no representations or warranties as to the security of any information (including without limitation credit card and other personal information) that you may provide or be requested to provide to any third party, whether through such a third party site or otherwise.

HONEY SUCKLE YARD IS NOT RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR THE PRIVACY PRACTICES OR THE CONTENT OF SUCH THIRD PARTY SITES, NOR FOR ANY DAMAGE, LOSS, EXPENSE, COST OR OFFENCE CAUSED OR ALLEGED TO BE CAUSED BY, OR IN CONNECTION WITH, THE USE OR RELIANCE ON SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON SUCH EXTERNAL WEBSITES OR RESOURCES.  YOU AGREE THAT YOUR USE OF THIRD PARTY SITES AND RESOURCES AND ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, SERVICES, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH SITES AND RESOURCES IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

HONEY SUCKLE YARD shall have the right, at any time and at its sole discretion, to block links to the HONEY SUCKLE YARD WEBSITES through technological or other means without prior notice.

Honey Suckle Yard is part of the 8 Acres Group Ltd

Disclaimer.

THE HONEY SUCKLE YARD WEBSITES ARE PROVIDED "AS IS" AND, TO THE EXTENT PERMITTED BY LAW, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, HONEY SUCKLE YARD MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH THE HONEY SUCKLE YARD WEBSITES. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. HONEY SUCKLE YARD MAKES NO REPRESENTATION OR WARRANTY (A) REGARDING THE STATEMENTS, ACTS OR OMISSIONS OF ANY HONEY SUCKLE YARD INDEPENDENT SALES REPRESENTATIVES; (B) THAT THE HONEY SUCKLE YARD WEBSITES WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO THE HONEY SUCKLE YARD WEBSITES WILL BE UNINTERRUPTED, ERROR FREE OR SECURE; (C) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THAT THE HONEY SUCKLE YARD WEBSITES OR THE SERVERS OR NETWORKS THROUGH WHICH THE HONEY SUCKLE YARD WEBSITES ARE MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  IF PERMITTED BY LAW, HONEY SUCKLE YARD'S LIABILITY FOR BREACH OF ANY NON-EXCLUDABLE STATUTORY TERM, CONDITION, WARRANTY OR GUARANTEE IS LIMITED, AT THE DISCRETION OF HONEY SUCKLE YARD, IN THE CASE OF SERVICES TO (A) THE SUPPLYING OF THE SERVICES AGAIN OR (B) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN AND, IN THE CASE OF GOODS TO (I) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; (II) THE REPAIR OF THE GOODS; (III) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR (IV) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED..

While we try to maintain the integrity and security of the HONEY SUCKLE YARD WEBSITES and the servers from which the HONEY SUCKLE YARD WEBSITES are operated, the HONEY SUCKLE YARD WEBSITES may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the HONEY SUCKLE YARD WEBSITES. If you become aware of any unauthorized third party alteration to the HONEY SUCKLE YARD WEBSITES, contact us at This email address is being protected from spambots. You need JavaScript enabled to view it. with a description of the material(s) at issue and the URL or location on the applicable HONEY SUCKLE YARD WEBSITE where such material(s) appear.

Limitation of Liability.

IN NO EVENT SHALL HONEY SUCKLE YARD, ITS SUBSIDIARIES OR AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR REPRESENTATIVES (THE FOREGOING ENTITIES, COLLECTIVELY, THE "HONEY SUCKLE YARD ENTITIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS OR BUSINESS OPPORTUNITIES ARISING OUT OF (A) THIS AGREEMENT, (B) THE HONEY SUCKLE YARD WEBSITES, (C) YOUR USE OF OR INABILITY TO USE THE HONEY SUCKLE YARD WEBSITES, OR (D) THE ACTS OR OMISSIONS OF HONEY SUCKLE YARD INDEPENDENT SALES REPRESENTATIVES, IN EACH EVENT, EVEN IF HONEY SUCKLE YARD OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR OF INDIRECT INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS OR BUSINESS OPPORTUNITIES, SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. HONEY SUCKLE YARD IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR SUBMISSIONS, TRANSMISSIONS OR DATA OR FOR ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED. HONEY SUCKLE YARD IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY (INCLUDING WITHOUT LIMITATION ANY HONEY SUCKLE YARD INDEPENDENT SALES REPRESENTATIVE), OR ANY INFRINGEMENT BY A THIRD PARTY OF ANOTHER'S INTELLECTUAL PROPERTY, PRIVACY OR OTHER RIGHTS. IN NO EVENT SHALL HONEY SUCKLE YARD'S TOTAL LIABILITY TO YOU FOR ALL COSTS, EXPENSES, DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) ARISING FROM OR RELATED TO THIS AGREEMENT, THE HONEY SUCKLE YARD WEBSITES, OR YOUR USE OF OR INABILITY TO USE THE HONEY SUCKLE YARD WEBSITES EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING OR ACCESSING THE HONEY SUCKLE YARD WEBSITES.

Health Disclaimer.

This site and related sites provide wellness management in an informational and educational manner only, with information that is general in nature and that is not specific to you, the reader. The contents of this site are intended to assist you and other readers in your personal wellness efforts.Consult your physician regarding the applicability of any information provided in our websites to you.

Nothing in this site should be construed as personal advice or diagnosis, and must not be used in this manner. The information provided about conditions is general in nature. This information does not cover all possible uses, actions, precautions, side-effects, or interactions of medicines, or medical procedures. The information in this site should not be considered as complete and does not cover all diseases, ailments, physical conditions, or their treatment.

You should consult with your physician before beginning any exercise, weight loss, or health care program. This site should not be used in place of a call or visit to a competent health-care professional. You should consult a health care professional before adopting any of the suggestions in this site or before drawing inferences from it.

Any decision regarding treatment and medication for your condition should be made with the advice and consultation of a qualified health care professional. If you have, or suspect you have, a health-care problem, then you should immediately contact a qualified health care professional for treatment.

SECTION.B: DEFINITION and PRODUCTS

1. INTERPRETATION 

1.1. Definitions. In these Conditions, the following definitions apply: Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. 

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 10.7. 

Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. 

Customer: the person or firm who purchases the Goods from the Supplier. 

Force Majeure Event: any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable. 

Goods: the goods (or any part of them) set out in the Order. 

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be. 

Specification: any specification for the Goods that is agreed in writing by the Customer and the Supplier. 

Supplier: Sesderma UK Ltd (registered in England and Wales with company number 09820570). 

1.2. Construction. In these Conditions, the following rules apply: (a) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. 

(b) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms. 

(c) A reference to writing or written includes faxes. 

 2. BASIS OF CONTRACT 

2.1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.   

2.2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate. 2.3. The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. The Customer is entitled to cancel the order for whatever reason at any time prior to the Contract coming into existence without incurring any liability to the Supplier.  2.4. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract. 2.5. Any samples, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues, brochures, any other form of advertisement or the Supplier's website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force. 2.6. A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue unless expressly withdrawn by the Supplier. 

 3. GOODS 

3.1. The Goods are described in the Supplier's catalogue as modified by any applicable Specification. 3.2. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause 3.2 shall survive termination of the Contract. 3.3. The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements. 

 4. DELIVERY 

4.1. The Supplier shall ensure that: (a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and 

(b) if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier's expense. 

4.2. The Supplier shall order the carrier to deliver the Goods to the location set out in the Order or such other location as the parties may agree at any time after the Supplier notifies the Customer that the Goods are ready. 4.3. Delivery of the Goods shall be completed on dispatch of the Goods to the carrier. 4.4. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.5. If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4.6. If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier's failure to comply with its obligations under the Contract: (a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and 

(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance). 

4.7. If 10 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods. 4.8. The Customer shall not be entitled to reject the Goods if the Supplier delivers up to and including 5% more or less than the quantity of Goods ordered. 4.9. The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment. 

5.1. The Supplier warrants that on delivery the Goods shall: (a) conform in all material respects with their description and any applicable Specification; 

(b) be free from material defects in design, material and workmanship; 

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); 

(d) be fit for any purpose held out by the Supplier. 

5.2. Subject to clause 5.3, if: (a) the Customer gives notice in writing to the Supplier within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; 

(b) the Supplier is given a reasonable opportunity of examining such Goods; and 

(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full. 

5.3. The Supplier shall not be liable for Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events: (a) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage and usage of the Goods or (if there are none) good trade practice regarding the same; 

(b) the defect arises as a result of the Supplier following any Specification supplied by the Customer; 

(c) the Customer alters such Goods without the written consent of the Supplier; 

(d) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or 

(e) the Goods differ from their description and/or the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 

5.4. Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1. 5.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract. 5.6. These Conditions shall apply to any replacement Goods supplied by the Supplier. 

 6. TITLE AND RISK 

6.1. The risk in the Goods shall pass to the Customer on completion of delivery. 6.2. Title to the Goods shall not pass to the Customer until the earlier of: (a) the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums; and 

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4. 

6.3. Until title to the Goods has passed to the Customer, the Customer shall: (a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier's property; 

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; 

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; 

(d) notify the Supplier immediately if it becomes subject to any of the events listed in clause 8.2; and 

(e) give the Supplier such information relating to the Goods as the Supplier may require from time to time. 

6.4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time: (a) it does so as principal and not as the Supplier's agent; and 

(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs. 

6.5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy the Supplier may have: (a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and 

(b) the Supplier may at any time: 

(i) require the Customer to deliver up all Goods in its possession which have not been resold; and 

(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. 

7. PRICE AND PAYMENT 

7.1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier's published price list in force as at the date of delivery. 7.2. The Supplier may, by giving notice to the Customer at any time up to 10 Business Days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: (a) any factor beyond the Supplier's control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); 

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or 

(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions. 

7.3. The price of the Goods is exclusive of the costs and charges of packaging, insurance, import duties and other related taxes (if any), transport of the Goods, which shall be invoiced to the Customer. 7.4. The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Goods. 7.5. The Customer shall pay the price of the Goods as specified in the Contract in full and in cleared funds within 10 Business Days of the date of the Contract coming into existence failing which the Contract will be treated as terminated and the Supplier’s obligations under the Contract will cease. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence. 7.6. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer. 

 8. TERMINATION AND SUSPENSION 

8.1. If the Customer becomes subject to any of the events listed in clause 8.2, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer. 8.2. For the purposes of clause 8.1, the relevant events are: (a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply; 

(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; 

(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer; 

(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer; 

(e)  (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver; 

(f) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets; 

(g)  (being an individual) the Customer is the subject of a bankruptcy petition or order; 

(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; 

(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2(a) to clause 8.2(f) (inclusive); 

(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business; 

(k) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and 

(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation. 

8.3. Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 8.2(a) to clause 8.2(1), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment. 8.4. Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination. 8.5. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect. 

 9. LIMITATION OF LIABILITY 

9.1. Nothing in these Conditions shall limit or exclude the Supplier's liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); 

(b) fraud or fraudulent misrepresentation; 

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; 

(d) defective products under the Consumer Protection Act 1987; or 

(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability. 

9.2. Subject to clause 9.1: (a) the Supplier shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and 

(b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods. 

10. GENERAL 

10.1. Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. 

10.2. Assignment and other dealings. (a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. 

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier. 

10.3. Notices. (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax. 

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.3(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax, one Business Day after transmission. 

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 

10.4. Severance. (a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. 

(b) If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 

10.5. Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 10.6. Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms. 10.7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by the Supplier. 10.8. Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. 10.9. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including noncontractual disputes or claims). 

This Agreement ©2017 Honey Suckle Yard Products Pty. Limited. Part of the 8 Acres Group Ltd All rights reserved.

 

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