Trogg Shop Ltd- TERMS OF SALE
From hereon Trogg Shop Ltd will be referred to as the 'Provider' and the client as the 'Customer'.
1. Any payment or partial payment of an invoice issued by the provider indicates you have read and understood the bellow conditions and fully accept them.
2. The provision of the goods shall be subject to (and conditional upon): (a) the Customer promptly providing all assistance, information and decision-making as reasonably required by the Provider from time to time in order to enable or assist the Provider to provide the goods; (b) all information and materials provided by or on behalf of the Customer being reliable, accurate and complete in all material respects; To the extent that any of the requirements of this paragraph 2 are not fulfilled, the Provider shall not be liable for any effect on the provision of goods or breach of this Agreement occurring as a result.
3. The Provider’s fees or rates are payable at the times, set out on the invoice. Any paid deposit is not refundable under any circumstances. The Customer shall pay all amounts, in full, without deduction, set off or withholding of any kind, by the due date. The Provider reserves the right to charge interest on late payments at the rate allowed by the Late Payment of Commercial Debts (Interest) Act 1998 (as amended). Payments can be made by BACS to the account details set out on the invoice, by Card using the providers merchant ‘Square Payments’ or by Paypal to the address of firstname.lastname@example.org
4. Once the Customer accepts a quotation the amounts are due in full within the times set out on the invoice and no cancelation of provision of the goods shall be accepted. Quotations are valid for 7 days from date of creation, after this time the customer must request an updated quotation.
5. The Provider does not exclude or limit its liability (if any) for: (a) personal injury or death resulting from the Provider’s negligence; (b) fraud or fraudulent misrepresentation; or (c) any matter for which it would be unlawful for the Provider to exclude or limit or to attempt to exclude or limit its liability.
6. Subject to paragraph 5, the Provider will be under no liability whatsoever to the Customer (whether in contract, tort (including, without limitation, negligence), breach of statutory duty or otherwise) for any of the following types of losses (whether those losses arise directly in the normal course of business or otherwise): (a) loss of profits; (b) loss of business or revenue; (c) loss of contract, customers or business opportunity; (d) loss of goodwill or reputation; (e) wasted management, operational or other time; or (f) any special, indirect or consequential losses; even if such losses were foreseeable and/or the Provider was advised of or was aware (or reasonably should have been aware) of the possibility of the Customer incurring or suffering such losses. A loss shall include a reduction, as well as a total loss.
7. Subject to paragraphs 5 and 6, the Provider’s total aggregate liability (including, without limitation, any liability for any act or omissions of any of the Provider’s employees, agents or contractors), howsoever arising, in respect of any and all loss or damage arising under or in connection with this Agreement will be limited to 100% of the total fees payable by the Customer under this Agreement.
8. The Customer acknowledges that the fees are determined on the basis of the exclusions from and limitations of liability contained in this Agreement. The Customer expressly agrees that these exclusions and limitations of liability are reasonable and reflected in the price, which would be higher without those provisions. The Customer agrees to accept such risk and/or insure accordingly.
9. The Customer shall notify the Provider in writing as soon as the Customer becomes aware of any breach of the Provider’s obligations and the Customer will not be entitled to issue legal proceedings against the Provider in respect of any such breach before the expiration of the period of 90 days starting on the date that the Provider receives such notification (the “Remedy Period”). Further, the Provider shall have no liability to the Customer in respect of any such breach to the extent that such breach is remedied during the Remedy Period.
10. The Customer will only be entitled to bring a claim against the Provider where the Customer issues legal proceedings against the Provider within the period of 24 months commencing on the date upon which the Customer knew, or ought reasonably to have known, of its entitlement to bring such a claim.
11. Neither party shall be liable for any failure to perform any of its obligations under this Agreement if the performance of such obligations has been interfered with, hindered, delayed or prevented by any circumstances which are not reasonably within the control of that party, provided it promptly notifies the other party of such circumstances.
12. The Customer will not be entitled to assign, transfer, sub-license or charge any or all of its rights or obligations under this Agreement without the prior written consent of the Provider.
13. A person who is not a party to this Agreement shall not have the right under the Contract (Rights of Third Parties) Act 1999 to enforce any of its terms.
14. No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
15. When an invoice is made out to a company the company director(s) accept liability for the invoice to be paid on time. In the event of the company not paying or declaring bankruptcy the company director(s) will become liable as a guarantor for the invoice value.
16. This Agreement sets out the entire agreement and understanding between the parties and supersedes any previous agreements between the parties relating to the subject matter of this Agreement. Nothing in this paragraph will operate to limit or exclude any liability for fraudulent misrepresentation.
17. English law applies to this Agreement and the parties agree to submit to the exclusive jurisdiction of the English courts as regards any claim or matter arising under this Agreement.