The Buyer's attention is in particular drawn to the provisions of condition 10.4.
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Buyer: the person, firm or company who purchases the Goods and/or Services from the Company.
Company: The Academy of Experts
Contract: any contract between the Company and the Buyer for the sale and purchase of the Goods and/or Services, incorporating these conditions.
Delivery Point: the place where delivery of the Goods is to take place under condition 4.
Distance Selling Regulations: the Consumer Protection (Distance Selling) Regulations 2000.
Goods: any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
Services: any services offered by the Company on the Website.
Website: the Company’s website currently at www.academy-experts.org.
1.2 Condition headings do not affect the interpretation of these conditions.
2. Application of terms
2.1 Subject to any variation under condition 2.2 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer tries to apply under any confirmation of order, specification or other document).
2.2 These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods and/or Services shall have no effect unless expressly agreed in writing and signed by a senior manager of the Company.
2.3 Each order or acceptance of a quotation for Goods and/or Services by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods and/or Services subject to these conditions.
2.4 No order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods and/or Services to the Buyer.
2.5 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
2.6 It is for the Buyer to ensure that the terms of its order and any applicable specification are complete and accurate.
3.1 The Company will take reasonable care to ensure details, descriptions and prices are correct at the time they are entered onto the system but you should be aware that the quantity and description of the Goods and/or Services shall be as set out in the Company's quotation or acknowledgement of order.
3.2 All drawings, descriptive matter, specifications and advertising issued by the Company on the Website and any descriptions or illustrations contained in the Company's catalogues or brochures are issued or published with the intention of giving an approximate idea of the Goods and/or Services described in them. It is for the Buyer to satisfy themselves that the Goods and/or Services are what they require.
4.1 The Company will do all it reasonably can to meet the dates given for delivery. In the case of unforeseen circumstances, beyond the reasonable control of the Company, the Company will contact the Buyer and give an alternative date. However all dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are specified, delivery shall be within a reasonable time.
4.2 The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
4.3 Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
5.1 The Goods are at the risk of the Buyer from the time of delivery.
5.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
5.2.1 the Goods and
5.2.2 all other sums which are or which become due to the Company from the Buyer on any account.
5.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
5.3.1 hold the Goods on a fiduciary basis as the Company's bailee, storing the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company's property
5.3.2 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods and
5.3.3 maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company.
6.1 Unless otherwise agreed by the Company in writing, the price for the Goods and/or Services shall be the price set out in the Company's price list published on the Website on the date the order is placed.
6.2 The prices are inclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods and/or Services.
6.2 The prices are exclusive of all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods and/or Services.
7.1 Subject to condition 7.3, payment of the price for the Goods and/or Services is due in pounds sterling.
7.2 Time for payment shall be of the essence and no payment shall be deemed to have been received until the Company has received cleared funds.
7.3 All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
7.4 Subject to condition 9 the Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
7.5 The Company reserves the right to claim interest on any outstanding balances at the rate of 4% per annum above the Barclays Bank plc base rate from the date the sum became due.
8.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
8.2 The Company warrants that (subject to the other provisions of these conditions) upon delivery the Goods shall:
8.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979
8.2.2 be reasonably fit for PURPOSE.
8.3 The Company shall not be liable for a breach of the warranty in condition 8.2 unless:
8.3.1 the Buyer gives written notice of the defect to the Company, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Buyer discovers or ought to have discovered the defect and
8.3.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Buyer's cost for the examination to take place there.
8.4 The Company shall not be liable for a breach of warranty in condition 8.2 if:
8.4.1 the Buyer makes any further use of such Goods after giving such notice or
8.4.2 the defect arises because the Buyer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice or
8.4.3 the Buyer alters or repairs such Goods without the written consent of the Company.
8.5 Subject to condition 8.3 and condition 8.4, if any of the Goods do not conform with the warranty in condition 8.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company.
9. Cancelation & refunds
9.1 For up to seven working days after delivery of the Goods the Buyer may cancel the Contract and return the Goods (unopened and unused) or Services (provided the provision of the Services has not commenced).
For Goods only:
9.2 The Buyer must inform the Company of the Buyer’s intention to return the Goods (by letter or email only) within seven working days from the day after the Buyer receives the Goods.
9.3 In the event of the Buyer exercising the right to cancel the Contract, the Goods must be returned in their original packaging and in their original condition. During the time between delivery and return the Buyer agrees to take reasonable care of the Goods. The cost of returning the Goods will not be paid by the Company the Buyer must pay the cost. If the Goods are returned damaged, opened with any broken seal, the Company is entitled to treat the Contract as continuing and recover payment.
9.4 When the Goods have been returned and checked, (within a maximum of 30 days of the Buyer’s cancellation notice), the Company will refund the Buyer’s money using the original payment method the Buyer used (other than in exceptional circumstances whereby the refund will be made by cheque to the Buyer's confirmed postal address).
For Services only:
9.5 The Buyer must inform the Company of the Buyer’s intention to cancel the Services (by letter or email only) within seven working days from the day after the Buyer places the order for Services in accordance with condition 2, failure to do so will entitle the Company to continue to provide the Services and be paid in full.
9.6 If the Services have commenced during the time referred to in condition 9.5 the Buyer shall not be entitled to cancel the Services unless the Company is in material breach of these conditions.
10. Limitation of liability
10.1 Subject to condition 4 and condition 9, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
10.1.1 any breach of these conditions
10.1.2 any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods and
10.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions at 8.2 and as implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these conditions excludes or limits the liability of the Company:
10.3.1 for death or personal injury caused by the Company's negligence or
10.3.2 under section 2(3), Consumer Protection Act 1987 or
10.3.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability or
10.3.4 for fraud or fraudulent misrepresentation.
10.4 Subject to condition 10.2 and condition 10.3:
10.4.1 the Company's 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 Contract price and
10.4.2 the Company shall only be liable for losses which were reasonably foreseeable by both parties as a consequence of the relevant breach of contract.
11.1 The Company may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
12. Force majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods and/or Services ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of NUMBER days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
13.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
14.1 All communications between the parties about the Contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax:
14.1.1 (in case of communications to the Company) to its registered office or such changed address as shall be notified to the Buyer by the Company or
14.1.2 (in the case of the communications to the Buyer) to the registered office of the addressee (if it is a company) or (in any other case) to any address of the Buyer set out in any document which forms part of the Contract or such other address as shall be notified to the Company by the Buyer.
14.2 Communications shall be deemed to have been received:
14.2.1 if sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting) or
14.2.2 if delivered by hand, on the day of delivery or
14.2.3 if sent by fax on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.