1. These terms
1.1 What these terms cover. These are the terms and conditions on which we supply goods and/or services (Products) to you as a business (Contract). No other terms are implied by trade, custom, practice or course of dealing. If you are member of the public not acting in the course of business (Consumer), these terms will not apply to you and you should read our Consumer Terms of Business which are available on our website.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide goods and services to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
1.3 This is our entire agreement with you. These terms constitute the entire agreement between 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 or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
2. Information about us and how to contact us
2.1 Who we are. We are Exe Nordic Walking a sole trader established in England and Wales.Our address is 3 Jennifer Close, Exeter, EX2 4RB. We are not VAT registered. Susan Holden is a qualified INWA Nordic Walking instructor and member of British Nordic Walking.
2.2 Our Insurances. We maintain Public Liability Insurance (Limit £10,000,000 any one occurrence), Product Liability Insurance (Limit £10,000,000 any one Occurrence and in the aggregate) and Professional Indemnity Insurance (Limit £5,000,000 any one occurrence and in the aggregate) with AXA XL in respect of activities as a Nordic Walking Instructor through our membership to British Nordic Walking CIC.
2.3 How to contact us. You can contact us by telephoning 07799 413237 or by writing to us at email@example.com or using the postal address above.
2.4 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.5 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. Our contract with you
3.1 How we will accept your order. We may issue quotations to you from time to time.Quotations are invitations to treat only and are not an offer to supply services or goods. Each order by you shall be an offer to purchase services and/or goods subject to these terms. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this and not charge you for the product or refund any advance amount paid to us for the order. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for or because we have identified an error in the price or description of the product.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.4 We only sell to the UK. Our website is solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.
4. Your order
4.1 Changes to the products by you. If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract.
4.2 Minor changes to the products by us. We may change the product from time to time to reflect changes in relevant laws and regulatory requirements; and to implement minor technical adjustments and improvements. These changes will not affect your use of the products.
4.3 Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.
4.4 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
4.5 Making sure your measurements are accurate. Your order may dependent on measurements you have given us, for example the length of a Nordic Walking Pole will be based on height of the user. You are responsible for ensuring that these measurements are correct. You can find information and tips on how to measure on our website or by contacting us.
4.6 When you become responsible for the goods. A product which is goods will be your responsibility from the time you or a carrier organised by you collect it from us.
4.7 When you own goods. You own a product which is goods once we have received payment in full.
5. Providing the products to you
5.1 When we will provide the products.
- If the products are goods. If the products are goods you will be responsible for collection of the goods. We will contact you with an estimated collection date. Delivery may be available at an additional cost and entirely at our discretion.
- If the products are one-off services. We will begin the services on the date agreed with you during the order process.
- If the products are ongoing services. We will supply the services until the services are completed or you end the contract as described in clause 8 or we end the contract by written notice to you as described in clause 9.
5.2 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
5.3 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you, for example a completed Physical Activity Readiness Questionnaire (PARQ) and activities disclaimer. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 9.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
5.4 Our Intellectual Property remains with us at all times. All Intellectual Property Rights in or arising out of or in connection with the services (other than Intellectual Property Rights in any materials provided by you) shall be owned by us.
6. Price and payment
6.1 Where to find the price for the product. The price of the product (which includes VAT)will be set out in the order, unless otherwise agreed between the parties in writing.
6.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
6.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
6.4 When you must pay and how you must pay. We accept payment by Paypal or bank transfer only. For goods, you must pay for the products before we dispatch them. For services, you must make an advance payment of 25% deposit, before we start providing them with the remainder being payable by invoice.
6.5 When and how to pay our invoices. Unless otherwise agreed with you in writing, our payment terms are 14 days from delivery of our invoice. We accept payment by cheque or internet transfer/BACS. Please contact us for information on how to pay any invoice, including our bank details. We will never send a you our bank details by email. Please let us know immediately if you receive an email purporting to be from us containing any bank details.
6.6 Our right of set-off. You must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6.7 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the Co-Operative Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
6.8 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
7. If there is a problem with the product
7.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us.
7.2 Manufacturers Guarantee for Goods. Some of the Goods we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods.
7.3 Our Warranty.
- We provide a warranty that on delivery and for a period of 6 months from delivery, the goods shall:
(i) subject to clause 4, conform in all material respects with their description;
(ii) be free from material defects in design, material and workmanship; and
(iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)
- We warrant to you that the services will be provided using reasonable care and skill.
- Subject to clause 7.3 (d) below, if:
(i) you give us notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.3;
(ii) we are given a reasonable opportunity of examining the goods; and
(iii) if we ask you to do so, you return the goods to us at your cost,
we will, at our option, repair or replace the defective goods, reperform the service or refund the price of the defective goods or service in full.
- We will not be liable for breach of the warranty set out in clause 7.3 if:
(i) you make any further use of the goods after giving notice to us under clause 7.3 (c) above;
(ii) the defect arises as a result of us following any drawing, design or specification supplied by you;
(iii) you alter or repair the Goods without our written consent;
(iv) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(v) the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
- We will only be liable to you for failure to comply with the warranty set out in clause 7.3 to the extent set out in this clause 7.
8. Your rights to end the contract
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract.
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out below the contract will end immediately and refund you in full for any products which have not been provided and you may be entitled to reasonable compensation not exceeding 100% of the cost of the relating product. The reasons are:
- good(s) are faulty or mis-described;
- we have told you about an upcoming material change to the product or these terms which you do not agree to (see clause 4.2);
- we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
- we have suspended supply of the products for legal or regulatory reasons, or notify you we are going to suspend them for legal or regulatory reasons, in each case for a period of more than two weeks; or
- you have a legal right to end the contract because of something we have done wrong.
8.3 Ending the contract where we are not at fault. Even if we are not at fault, you can still end the contract before it is completed but cancellation terms apply. If you want to end a contract before it is completed where we are not at fault, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but the following terms will apply:
- Cancellation terms for services:
We may deduct from that refund reasonable compensation as follows:
(i) 100% of the charges due in relation to the service where cancellation takes place within 24 hours of delivery of the service;
(ii) 50% of the charges due in relation to the service where cancellation takes place within 1 week of delivery of the service; or
(iii) 0% of the charges due in relation to the service where cancellation takes place at any other time.
This compensation is not intended to be a penalty reflects a genuine pre-estimate of our likely loss should the contract end at short-notice.
- Cancellation terms for goods:
Due to the specialist nature of the equipment we offer, there shall be no right to return goods once delivered to you. An order may be cancelled prior to delivery, however you will be liable for any costs or losses incurred by us as a result of your cancellation.
8.4 How to end the contract with us
8.5 Tell us that you wish to end the Contract. To end the contract with us, please let us know by phone email or post using the information above or using our website.
8.6 When we will pay the costs of return. We will pay the costs of return of goods:
- if the products are faulty or misdescribed;
- if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
8.7 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
8.8 How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the products including delivery costs, by the method you used for payment. Such refund shall be processed as soon as possible.
9. Our rights to end the contract
9.1 Adverse Weather. We reserve the right to cancel any service(s) under the Contract at any time due where it would be unreasonable to expect contract performance (such as poor weather conditions). Where such a cancellation occurs, we will not be liable for any costs or losses incurred by you arising out of the suspension, however customers will be offered the choice of cancellation of the contract (and a full refund of the fee paid to us) or another booking on a different date.
9.2 Circumstances when we may end the contract where you are at fault. We may end the contract for a product at any time by writing to you if:
- you do not make any payment to us when it is due and you still do not make payment within 5 days of us reminding you that payment is due;
- you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, the PARQ or activities disclaimer for each participant;
- you do not, within a reasonable time, allow us to deliver the products to you or collect them from us; or
- you do not, within a reasonable time, allow us access to your premises to supply the services.
In such circumstances, we will refund any money you have paid in advance for products we have not provided but we may, at our sole discretion, deduct or charge you reasonable compensation.
10. Your responsibility for loss or damage suffered by us
10.1 You shall indemnify, and keep indemnified, us from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by us as a result of or in connection with the your breach of any of your obligations under the contract.
11. Our responsibility for loss or damage suffered by you
11.1 We only supply the goods for internal use by your business, and you agree not to use the goods for any resale purposes.
11.2 Nothing in these terms shall limit or exclude our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- 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; or
- defective products under the Consumer Protection Act 1987
- any matter in respect of which it would be unlawful for us to exclude or restrict liability.
11.3 Except to the extent expressly stated in clause 11.2 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
11.4 Subject to clause 11.1:
- we shall not be liable to you, 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 any contract between us; and
- our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the amount due to us under the Contract.
11.5 Subject to clause 11.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed 100% of the price of the Contract.
11.6 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the goods and /or services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the goods and/or services are suitable for your purposes.
12. How we may use your personal information
12.1 Each of us agrees to comply with all applicable data protection and privacy legislation in force from time to time in the UK and any other law that applies in the UK, including but not limited to the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended (Data Protection Legislation).
12.2 For the purpose of Data Protection Legislation, we shall be the Data Processor and you shall be the Data Controller.
12.3 It will be your responsibility to provide us with all necessary appropriate consents and notices to enable lawful transfer of any personal data to us for the duration and purposes of the contract.
12.4 This clause 12 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
12.5 Without prejudice to the generality of clause 12.1, we shall, in relation to any Personal Data processed in connection with the performance by us of our obligations under the Contract:
- process that Personal Data only on your written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us to process Personal Data (Applicable Data Processing Laws). Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall promptly notify you of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit us from so notifying you;
- ensure that it has in place appropriate technical and organisational measures, reviewed and approved by you, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
- ensure that all personnel who have access to and/ or process Personal Data are obliged to keep the Personal Data confidential; and
- not transfer any Personal Data outside of the European Economic Area unless your prior written consent has been obtained.
12.6 You shall indemnify, and keep indemnified, us against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by you of your obligations under this clause 12.
13. Other important terms
13.1 Language. These Terms and the Contract are made only in the English language.
13.2 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation.
13.3 You need our consent to transfer your rights to someone else You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
13.4 Nobody else has any rights under this contract. This contract is between you and us.No other person shall have any rights to enforce any of its terms
13.5 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
13.6 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
13.7 Which laws apply to this contract and where you may bring legal proceedings.These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts.