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Terms and conditions
HONEYROSE PRODUCTS LIMITED TERMS AND CONDITIONS OF TRADING
DEFINITIONS
1.1. In these Terms: "Terms" are these terms and conditions of trading and any special terms and conditions mentioned on any written quotation or acceptance of the Customers order.
1.2. "Customer" means the party identified as the Customer in these Terms to whom Honeyrose Product LTD may agree to supply Goods in accordance with these Terms.
1.3. "Agreement" is the agreement for the purchase and sale of Goods.
1.4. "Quotation" is a tender made by Honeyrose Products LTD whether oral or in writing.
1.5. Honeyrose Product LTD means Honeyrose Products LTD Limited trading as Honeyrose Products LTD (Company number 00109847) 4A – 4B Alpha Business Park, White House Rd, Ipswich IP1 5LT or any subsidiary or associated company.
1.6. “Parties” mean Honeyrose Product LTD and any other Customer collectively taken.
1.7. "Goods" means Goods or services to be provided by Honeyrose Product LTD to the Customer in accordance with these terms and conditions.
1.8 “Authorised representative” means the Honeyrose Product LTD’s employee[s] or agent[s] whose status and obligations are confirmed by Honeyrose Product LTD in writing.
ORDER ACCEPTANCE
2.1. It is agreed that all orders placed with Honeyrose Product LTD by the Customer for the Goods shall be governed by these Terms and shall constitute an offer, subject to availability of the Goods and to acceptance by Honeyrose Product LTD.
2.2. All the accepted orders and supplied Goods shall be subject to these express Terms ONLY unless something different is provided under this Terms. Any amendment to these Terms will never be valid unless is in writing and signed by the parties.
2.3. It is agreed that these Terms shall prevail over the Customer’s terms and conditions and shall supersede all previous Agreement[s], oral or written declaration[s] of intent and other arrangements whether binding or non-binding entered into by the Parties in respect to the subject of this Agreement, unless something different is agreed by the Parties and proved by a written and signed document.
2.4. Honeyrose Product LTD employees or agents are not authorised to make any representations concerning the Goods without the written confirmation by Honeyrose Product LTD. Therefore, in entering into the Agreement the customer acknowledges that it does not rely on, and irrevocably waives any claim it may have for damages for or right to rescind the Agreement for any such representations which are not so confirmed (unless such representations were fraudulently made).
2.5. It is agreed that any advice and/or recommendation given by Honeyrose Product LTD or its Authorised representative to the Customer or its Authorised representative concerning the product specification[s] - storage, application or use of the Goods etc. - which is not confirmed in writing by Honeyrose Product LTD is followed or acted upon entirely at the Customer's own risk and, accordingly, Honeyrose Product LTD shall not be liable for any such advice and/or recommendation which is not so confirmed.
2.6. It is agreed that any error in any documentation issued by Honeyrose Product LTD – including but not limited to: quotation[s]; price list; offer acceptance, any sales literature etc. – shall be subject to correction without any liability on the part of Honeyrose Product LTD.
INDEPENDENT CONTRACTOR
3.1. The relationship between the Parties is that of Independent Contractor. Neither party shall have the right to assign or subcontract any of its obligations or duties under this Agreement without the prior written consent of the other party, which consent shall be in the sole determination of the party with the right to consent. This prevents any transfer of the Agreement to any other person or business except where the other party provides written consent. The decision on whether to provide consent can be based on any reason at all, even an unreasonable one.
DESPATCH AND DELIVERY
4.1. “Dispatch” and/or “delivery” quotation must be treated as an estimate only, accordingly, Honeyrose Product LTD shall never be liable for any damages, loss and/or penalty for the delay in despatch or delivery.
4.2. The dispatch and delivery time shall not be of the essence.
4.3. It is agreed that Honeyrose Product LTD shall not take responsibility for any loss or damage caused by the delay or failure to notify the Customer of any delay. Changes in specifications or instructions may result in changes to Estimated Times.
4.4. The Customer[s] will provide the information concerning the place of delivery of the Goods prior to dispatch. If the Customer fails to give Honeyrose Products LTD adequate delivery instructions and/or fails to receive the delivery then Honeyrose Products LTD, without limiting any rights, may store the Goods until receive adequate delivery instructions from the Customer and charge the Customer for redelivery and/or storage or sell the Products at the best price readily obtainable and (after deducting all storage, selling and other expenses) account to the Customer for the excess over sums owing by the Customer or charge the Customer for any shortfall.
4.5. Unless something different is agreed upon, Honeyrose Products LTD shall not be liable for the damage and/or loss caused by the carrier.
4.6. If the Goods have not been received, the Customer must immediately but no later than within 24 hours after receiving the delivery information notify Honeyrose Products LTD.
4.7. Any proof of delivery must be requested within 14 days of the date of the invoice.
4.8 Honeyrose Product LTD retains the right to amend the delivery costs at any time at its absolute discretion. The Customer to be notified about the changes no later than within 24 business hours after the order is received by Honeyrose Product LTD.
4.9 For shipment fees and other information go to www.honeyrose.co.uk see under Shipping Information.
ORDER CANCELLATION AND RESCHEDULING
5.1. Subject to clause 9.2, any request by the Customer for cancellation of any order or for the rescheduling of any deliveries will only be considered by Honeyrose Products LTD if made at least 12 hours before dispatch of the Goods, and shall be subject to acceptance by Honeyrose Products LTD at its sole discretion, and subject to a reasonable administration charge therefore by Honeyrose Products LTD. The Customer hereby agrees to indemnify Honeyrose Products LTD against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling.
5.2. Honeyrose Products LTD retains the right to immediately terminate the Agreement with the Customer by giving written notice if:
5.2.1. the Customer has any overdue payment
5.2.2. the Customer fails to perform its contractual obligation[s] continues for a period of 14 days.
5.2.3. there is a reason which is beyond the Honeyrose Products LTD’s control: insufficient supply; manufacturer’s termination of delivery etc.
5.2.4. the Customer is involved in any legal proceeding which might potentially be concerned the performance of the party’s contractual obligation[s]. This proceeding might concern the solvency or bankruptcy or making an arrangement with creditors or petitions for an administration order; or becoming unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or appointing a Manager or Receiver over any part or all of its assets. It this circumstance occurs the aggrieved party, without limiting any other rights or remedies available shall have the right to terminate this Agreement.
5.3. It is agreed that Honeyrose Products LTD would refund the Customer any sums paid for the undeliverable Goods. Honeyrose Products LTD shall not be liable for any loss or damage arising from such cancellation.
ACCEPTANCE AND RETURN
6.1. The Customer shall inspect the Goods at its own cost on delivery and within 24 hours notify Honeyrose Products LTD in writing of any defect in Goods or any other matter by reason of which the Customer alleges that the Goods delivered do not comply with this Agreement. Otherwise, the Goods shall be conclusively presumed to be in accordance with this Agreement and free from any defect or damage and the Customer shall be deemed to have accepted the Goods.
6.2. The Customer cannot rely on the defect or failure, which is so slight that it would be unreasonable for the Customer to reject the Goods.
6.3. The Customer shall notify Honeyrose Products LTD of any defect or shortage in quantity or any alleged failure to comply with its description within 2 working days of receipt of the Goods.
6.4. If there is no circumstance described under the Articles 6.1. – 6.3. of this Agreement, the return of the Goods shall entirely be under the Honeyrose Products LTD’s sole discretion, unless something different is agreed by the Parties.
6.5. For returns to be considered, the Goods must be in their original condition with proof of purchase. “Original condition” would mean that the Goods are in their original packaging; unwrapped unused and undamaged.
6.6. If Honeyrose Products LTD consents to refund for the Goods, then the Goods must be returned to Honeyrose Products LTD within 14 days of delivery at the customer's expense.
6.7. Goods which have been manufactured to the Customer's requirements (i.e. have special packaging etc.) cannot be returned unless they are faulty. The above clauses do not affect the consumer statutory rights.
6.8. For returns and cancelations of the orders made from www.honeyrose.co.uk ONLY, please go to www.honeyrose.co.uk see under Returns policy
PRICING
7.1. All the prices on our website and in any advertising material, including but not limited to price lists, leaflets catalogue etc. are ONLY made for the indication of the approximate price and range of the Goods offered, accordingly, Honeyrose Products LTD shall not be bound upon the descriptions; pricing and/or any other characteristic of the Goods.
7.2. All prices are given by Honeyrose Products LTD at the time of the order are on an ex-works basis and the Customer is liable to pay for transport, packing and if needed insurance, unless something different is agreed upon.
7.3. Honeyrose Products LTD retains the right to amend the costs of the Goods on its own discretion without sending prior notice to the Customer.
7.4. The Customer shall pay for the Honeyrose Products LTD's invoices without any deduction or set off. The time of payment shall be of the essence.
PAYMENT TERMS
8.1. The total price for the invoices issued by Honeyrose Products LTD shall be made in advance prior to the dispatch of the Goods, unless otherwise specifically requested and agreed upon.
8.2. If the Customer has a credit account with Honeyrose Products LTD, the credit limit as determined from time to time by Honeyrose Products LTD shall not be exceeded without the written consent of Honeyrose Products LTD's authorised representative. Credit terms may be withdrawn at the sole discretion of Honeyrose Products LTD.
8.3. If the Customer fails to pay for the invoices before the expiry of the credit period, Honeyrose Products LTD shall in any event be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount at the rate of 4% per day. Such interest shall accrue on a daily basis and be payable on demand after as well as before judgment.
SALES TAXES
9.1. Honeyrose Products LTD will invoice with VAT. Honeyrose Products LTD will not refund VAT after the sale completion, unless something different is agreed upon.
RETENTION OF TITLE AND RISK
10.1. Risk of damage to or loss of the Goods passes to the Customer at the time of delivery.
10.2 Notwithstanding the delivery and the passing of risk in the Goods, or any other provision of the Terms the property in the Goods would ONLY pass to the Customer after Honeyrose Products LTD receives the full price of the sold and/or agreed to be sold Goods in cash or cleared funds payment.
10.2. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as Honeyrose Products LTD's fiduciary agent and bailee and shall keep the Goods properly stored and protected. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to Honeyrose Products LTD for the proceeds of sale or otherwise of the Goods. The Customer should keep such proceeds separate from any monies or properties of the Customer and/or any third party.
10.3. Until the time as the property in the Goods passes to the Customer and the Goods have not been resold, Honeyrose Products LTD is entitled at any time request the Customer to deliver the Goods to Honeyrose Products LTD and if the Customer refuses to do so and fails to pay for the Goods within 24 hours, Honeyrose Products LTD shall be entitled to enter the Customer’s or any third party’s premises where the Goods are stored and repossess them.
10.4. The Customer's power of sale or right to use such Goods shall immediately cease if an Administrative receiver is appointed over all or any part of its assets or if it adjudicated bankrupt or enters liquidation whether compulsory or voluntary, or if the Customer makes an arrangement with its creditors, or generally becomes unable to pay its debts within the meaning of the Insolvency Act 1986.
10.5. On termination of the Company's power of sale or right to use the Goods the Customer will immediately but not later than within 24 hours notify Honeyrose Products LTD and at its own expense return the Goods.
10.6. The Customer shall not be entitled to pledge or in anyway charge by way of security for any indebtedness any of the Goods which remain the property of Honeyrose Products LTD, but if the Customer does so, all money owing by the Customer to Honeyrose Products LTD shall (without prejudice to any other right or remedy of Honeyrose Products LTD forthwith) become due and payable.
10.7. Honeyrose Products LTD reserves the right to cease supplies of the Goods and withdraw any credit facility. In such circumstance the Customer’s account shall become due for payment.
WARRANTY
11.1. Honeyrose Products LTD warrants that it has good title to or licence to produce the Goods and supply them to the Customer.
THE LIMITS OF LIABILITY
12.1. Honeyrose Products LTD will ONLY indemnify the Customer for direct physical injury or death if it is caused solely by defect[s] in Goods or by the negligence of its employees who would act in the course of their strict employment obligation[s].
12.2. In any event, Honeyrose Products LTD's entire liability for damages under any agreement shall not exceed and would be limited with the actual cost of the Goods. This does not mean that Honeyrose Products LTD attempt to limit the liability for personal injury, negligence, or the negligence of its employees. All warranties, terms, conditions, representations implied by the Unfair Contract Terms Act 1977 and/or any other statute or common law are excluded to the fullest permitted extend.
12.3. The Customer shall be entitled to indemnify Honeyrose Products LTD and its employees for any loss, if Honeyrose Products LTD performed pursuant to the instructions of the Customer or its authorised representative.
DEFAULT
13.1. The Customer shall fully and effectively indemnify for the expenses incurred by Honeyrose Products LTD, if the expenses arose out of the Customer's breach[es] of this Terms. The Customer should indemnify the following: all court fees and/or for any sum paid/payable by Honeyrose Products LTD in pursuing claim[s] against the Customer.
FORCE MAJEURE
14.1. Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediment which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this Agreement or to have avoided or overcome it or its consequences.
14.2 Honeyrose Products LTD shall not be deemed to be in breach of this Agreement, or otherwise be liable, by reason of any delay in performance, or the non-performance, of any of its obligations under this Agreement to the extent that the delay or non-performance is due to any force majeure. The time for performance of that obligation shall be extended accordingly, subject to Article 14.4.
14.3 If any force majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under this Agreement, it shall notify the other party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to perform.
14.4 If the performance by either party of any of its obligations under this Agreement is prevented or delayed by force majeure for a continuous period in excess of three months, the other party shall be entitled to terminate this Agreement by giving written notice to the Party affected by the force majeure.
OTHER TERMS
15.1. The headings in this Agreement are for ease of reference only and shall not affect its interpretation or construction.
15.2. It is agreed that the Customer cannot assign any of its rights to a third party without a prior written consent from Honeyrose Products LTD.
15.3. If any provision - or any part of it - of this Agreement is declared void, illegal and/or unenforceable then the other provisions shall not be affected unless it would have been impossible to conclude the Agreement without the void, illegal and/or unenforceable provision.
15.4. By accepting this terms and conditions the Customer accepts our privacy policy and Ordering/Payment Policy - available on www.honeyrose.co.uk
15.5. Honeyrose Products LTD reserves the right at any time at its sole discretion, without a prior notice, to update these terms and conditions.
15.6. These terms and conditions shall be construed in accordance with English Law. Any dispute associated with these terms and conditions, shall be subject to the exclusive jurisdiction of the English Courts.
15.7. Honeyrose Products LTD reserves the right to apply discount codes, voucher codes and promotions to the Goods of its choice. These offers can be changed or cancelled at any time without notice.
Terms and conditions
HONEYROSE PRODUCTS LIMITED TERMS AND CONDITIONS OF TRADING
DEFINITIONS
1.1. In these Terms: "Terms" are these terms and conditions of trading and any special terms and conditions mentioned on any written quotation or acceptance of the Customers order.
1.2. "Customer" means the party identified as the Customer in these Terms to whom Honeyrose Product LTD may agree to supply Goods in accordance with these Terms.
1.3. "Agreement" is the agreement for the purchase and sale of Goods.
1.4. "Quotation" is a tender made by Honeyrose Products LTD whether oral or in writing.
1.5. Honeyrose Product LTD means Honeyrose Products LTD Limited trading as Honeyrose Products LTD (Company number 00109847) 4A – 4B Alpha Business Park, White House Rd, Ipswich IP1 5LT or any subsidiary or associated company.
1.6. “Parties” mean Honeyrose Product LTD and any other Customer collectively taken.
1.7. "Goods" means Goods or services to be provided by Honeyrose Product LTD to the Customer in accordance with these terms and conditions.
1.8 “Authorised representative” means the Honeyrose Product LTD’s employee[s] or agent[s] whose status and obligations are confirmed by Honeyrose Product LTD in writing.
ORDER ACCEPTANCE
2.1. It is agreed that all orders placed with Honeyrose Product LTD by the Customer for the Goods shall be governed by these Terms and shall constitute an offer, subject to availability of the Goods and to acceptance by Honeyrose Product LTD.
2.2. All the accepted orders and supplied Goods shall be subject to these express Terms ONLY unless something different is provided under this Terms. Any amendment to these Terms will never be valid unless is in writing and signed by the parties.
2.3. It is agreed that these Terms shall prevail over the Customer’s terms and conditions and shall supersede all previous Agreement[s], oral or written declaration[s] of intent and other arrangements whether binding or non-binding entered into by the Parties in respect to the subject of this Agreement, unless something different is agreed by the Parties and proved by a written and signed document.
2.4. Honeyrose Product LTD employees or agents are not authorised to make any representations concerning the Goods without the written confirmation by Honeyrose Product LTD. Therefore, in entering into the Agreement the customer acknowledges that it does not rely on, and irrevocably waives any claim it may have for damages for or right to rescind the Agreement for any such representations which are not so confirmed (unless such representations were fraudulently made).
2.5. It is agreed that any advice and/or recommendation given by Honeyrose Product LTD or its Authorised representative to the Customer or its Authorised representative concerning the product specification[s] - storage, application or use of the Goods etc. - which is not confirmed in writing by Honeyrose Product LTD is followed or acted upon entirely at the Customer's own risk and, accordingly, Honeyrose Product LTD shall not be liable for any such advice and/or recommendation which is not so confirmed.
2.6. It is agreed that any error in any documentation issued by Honeyrose Product LTD – including but not limited to: quotation[s]; price list; offer acceptance, any sales literature etc. – shall be subject to correction without any liability on the part of Honeyrose Product LTD.
INDEPENDENT CONTRACTOR
3.1. The relationship between the Parties is that of Independent Contractor. Neither party shall have the right to assign or subcontract any of its obligations or duties under this Agreement without the prior written consent of the other party, which consent shall be in the sole determination of the party with the right to consent. This prevents any transfer of the Agreement to any other person or business except where the other party provides written consent. The decision on whether to provide consent can be based on any reason at all, even an unreasonable one.
DESPATCH AND DELIVERY
4.1. “Dispatch” and/or “delivery” quotation must be treated as an estimate only, accordingly, Honeyrose Product LTD shall never be liable for any damages, loss and/or penalty for the delay in despatch or delivery.
4.2. The dispatch and delivery time shall not be of the essence.
4.3. It is agreed that Honeyrose Product LTD shall not take responsibility for any loss or damage caused by the delay or failure to notify the Customer of any delay. Changes in specifications or instructions may result in changes to Estimated Times.
4.4. The Customer[s] will provide the information concerning the place of delivery of the Goods prior to dispatch. If the Customer fails to give Honeyrose Products LTD adequate delivery instructions and/or fails to receive the delivery then Honeyrose Products LTD, without limiting any rights, may store the Goods until receive adequate delivery instructions from the Customer and charge the Customer for redelivery and/or storage or sell the Products at the best price readily obtainable and (after deducting all storage, selling and other expenses) account to the Customer for the excess over sums owing by the Customer or charge the Customer for any shortfall.
4.5. Unless something different is agreed upon, Honeyrose Products LTD shall not be liable for the damage and/or loss caused by the carrier.
4.6. If the Goods have not been received, the Customer must immediately but no later than within 24 hours after receiving the delivery information notify Honeyrose Products LTD.
4.7. Any proof of delivery must be requested within 14 days of the date of the invoice.
4.8 Honeyrose Product LTD retains the right to amend the delivery costs at any time at its absolute discretion. The Customer to be notified about the changes no later than within 24 business hours after the order is received by Honeyrose Product LTD.
4.9 For shipment fees and other information go to www.honeyrose.co.uk see under Shipping Information.
ORDER CANCELLATION AND RESCHEDULING
5.1. Subject to clause 9.2, any request by the Customer for cancellation of any order or for the rescheduling of any deliveries will only be considered by Honeyrose Products LTD if made at least 12 hours before dispatch of the Goods, and shall be subject to acceptance by Honeyrose Products LTD at its sole discretion, and subject to a reasonable administration charge therefore by Honeyrose Products LTD. The Customer hereby agrees to indemnify Honeyrose Products LTD against all loss, costs (including the cost of labour and materials used and overheads incurred), damages, charges and expenses arising out of the order and its cancellation or rescheduling.
5.2. Honeyrose Products LTD retains the right to immediately terminate the Agreement with the Customer by giving written notice if:
5.2.1. the Customer has any overdue payment
5.2.2. the Customer fails to perform its contractual obligation[s] continues for a period of 14 days.
5.2.3. there is a reason which is beyond the Honeyrose Products LTD’s control: insufficient supply; manufacturer’s termination of delivery etc.
5.2.4. the Customer is involved in any legal proceeding which might potentially be concerned the performance of the party’s contractual obligation[s]. This proceeding might concern the solvency or bankruptcy or making an arrangement with creditors or petitions for an administration order; or becoming unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 or appointing a Manager or Receiver over any part or all of its assets. It this circumstance occurs the aggrieved party, without limiting any other rights or remedies available shall have the right to terminate this Agreement.
5.3. It is agreed that Honeyrose Products LTD would refund the Customer any sums paid for the undeliverable Goods. Honeyrose Products LTD shall not be liable for any loss or damage arising from such cancellation.
ACCEPTANCE AND RETURN
6.1. The Customer shall inspect the Goods at its own cost on delivery and within 24 hours notify Honeyrose Products LTD in writing of any defect in Goods or any other matter by reason of which the Customer alleges that the Goods delivered do not comply with this Agreement. Otherwise, the Goods shall be conclusively presumed to be in accordance with this Agreement and free from any defect or damage and the Customer shall be deemed to have accepted the Goods.
6.2. The Customer cannot rely on the defect or failure, which is so slight that it would be unreasonable for the Customer to reject the Goods.
6.3. The Customer shall notify Honeyrose Products LTD of any defect or shortage in quantity or any alleged failure to comply with its description within 2 working days of receipt of the Goods.
6.4. If there is no circumstance described under the Articles 6.1. – 6.3. of this Agreement, the return of the Goods shall entirely be under the Honeyrose Products LTD’s sole discretion, unless something different is agreed by the Parties.
6.5. For returns to be considered, the Goods must be in their original condition with proof of purchase. “Original condition” would mean that the Goods are in their original packaging; unwrapped unused and undamaged.
6.6. If Honeyrose Products LTD consents to refund for the Goods, then the Goods must be returned to Honeyrose Products LTD within 14 days of delivery at the customer's expense.
6.7. Goods which have been manufactured to the Customer's requirements (i.e. have special packaging etc.) cannot be returned unless they are faulty. The above clauses do not affect the consumer statutory rights.
6.8. For returns and cancelations of the orders made from www.honeyrose.co.uk ONLY, please go to www.honeyrose.co.uk see under Returns policy
PRICING
7.1. All the prices on our website and in any advertising material, including but not limited to price lists, leaflets catalogue etc. are ONLY made for the indication of the approximate price and range of the Goods offered, accordingly, Honeyrose Products LTD shall not be bound upon the descriptions; pricing and/or any other characteristic of the Goods.
7.2. All prices are given by Honeyrose Products LTD at the time of the order are on an ex-works basis and the Customer is liable to pay for transport, packing and if needed insurance, unless something different is agreed upon.
7.3. Honeyrose Products LTD retains the right to amend the costs of the Goods on its own discretion without sending prior notice to the Customer.
7.4. The Customer shall pay for the Honeyrose Products LTD's invoices without any deduction or set off. The time of payment shall be of the essence.
PAYMENT TERMS
8.1. The total price for the invoices issued by Honeyrose Products LTD shall be made in advance prior to the dispatch of the Goods, unless otherwise specifically requested and agreed upon.
8.2. If the Customer has a credit account with Honeyrose Products LTD, the credit limit as determined from time to time by Honeyrose Products LTD shall not be exceeded without the written consent of Honeyrose Products LTD's authorised representative. Credit terms may be withdrawn at the sole discretion of Honeyrose Products LTD.
8.3. If the Customer fails to pay for the invoices before the expiry of the credit period, Honeyrose Products LTD shall in any event be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount at the rate of 4% per day. Such interest shall accrue on a daily basis and be payable on demand after as well as before judgment.
SALES TAXES
9.1. Honeyrose Products LTD will invoice with VAT. Honeyrose Products LTD will not refund VAT after the sale completion, unless something different is agreed upon.
RETENTION OF TITLE AND RISK
10.1. Risk of damage to or loss of the Goods passes to the Customer at the time of delivery.
10.2 Notwithstanding the delivery and the passing of risk in the Goods, or any other provision of the Terms the property in the Goods would ONLY pass to the Customer after Honeyrose Products LTD receives the full price of the sold and/or agreed to be sold Goods in cash or cleared funds payment.
10.2. Until such time as the property in the Goods passes to the Customer, the Customer shall hold the Goods as Honeyrose Products LTD's fiduciary agent and bailee and shall keep the Goods properly stored and protected. Until that time the Customer shall be entitled to resell or use the Goods in the ordinary course of its business but shall account to Honeyrose Products LTD for the proceeds of sale or otherwise of the Goods. The Customer should keep such proceeds separate from any monies or properties of the Customer and/or any third party.
10.3. Until the time as the property in the Goods passes to the Customer and the Goods have not been resold, Honeyrose Products LTD is entitled at any time request the Customer to deliver the Goods to Honeyrose Products LTD and if the Customer refuses to do so and fails to pay for the Goods within 24 hours, Honeyrose Products LTD shall be entitled to enter the Customer’s or any third party’s premises where the Goods are stored and repossess them.
10.4. The Customer's power of sale or right to use such Goods shall immediately cease if an Administrative receiver is appointed over all or any part of its assets or if it adjudicated bankrupt or enters liquidation whether compulsory or voluntary, or if the Customer makes an arrangement with its creditors, or generally becomes unable to pay its debts within the meaning of the Insolvency Act 1986.
10.5. On termination of the Company's power of sale or right to use the Goods the Customer will immediately but not later than within 24 hours notify Honeyrose Products LTD and at its own expense return the Goods.
10.6. The Customer shall not be entitled to pledge or in anyway charge by way of security for any indebtedness any of the Goods which remain the property of Honeyrose Products LTD, but if the Customer does so, all money owing by the Customer to Honeyrose Products LTD shall (without prejudice to any other right or remedy of Honeyrose Products LTD forthwith) become due and payable.
10.7. Honeyrose Products LTD reserves the right to cease supplies of the Goods and withdraw any credit facility. In such circumstance the Customer’s account shall become due for payment.
WARRANTY
11.1. Honeyrose Products LTD warrants that it has good title to or licence to produce the Goods and supply them to the Customer.
THE LIMITS OF LIABILITY
12.1. Honeyrose Products LTD will ONLY indemnify the Customer for direct physical injury or death if it is caused solely by defect[s] in Goods or by the negligence of its employees who would act in the course of their strict employment obligation[s].
12.2. In any event, Honeyrose Products LTD's entire liability for damages under any agreement shall not exceed and would be limited with the actual cost of the Goods. This does not mean that Honeyrose Products LTD attempt to limit the liability for personal injury, negligence, or the negligence of its employees. All warranties, terms, conditions, representations implied by the Unfair Contract Terms Act 1977 and/or any other statute or common law are excluded to the fullest permitted extend.
12.3. The Customer shall be entitled to indemnify Honeyrose Products LTD and its employees for any loss, if Honeyrose Products LTD performed pursuant to the instructions of the Customer or its authorised representative.
DEFAULT
13.1. The Customer shall fully and effectively indemnify for the expenses incurred by Honeyrose Products LTD, if the expenses arose out of the Customer's breach[es] of this Terms. The Customer should indemnify the following: all court fees and/or for any sum paid/payable by Honeyrose Products LTD in pursuing claim[s] against the Customer.
FORCE MAJEURE
14.1. Force majeure” means war, emergency, accident, fire, earthquake, flood, storm, industrial strike or other impediment which the affected party proves was beyond its control and that it could not reasonably be expected to have taken the impediment into account at the time of the conclusion of this Agreement or to have avoided or overcome it or its consequences.
14.2 Honeyrose Products LTD shall not be deemed to be in breach of this Agreement, or otherwise be liable, by reason of any delay in performance, or the non-performance, of any of its obligations under this Agreement to the extent that the delay or non-performance is due to any force majeure. The time for performance of that obligation shall be extended accordingly, subject to Article 14.4.
14.3 If any force majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under this Agreement, it shall notify the other party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to perform.
14.4 If the performance by either party of any of its obligations under this Agreement is prevented or delayed by force majeure for a continuous period in excess of three months, the other party shall be entitled to terminate this Agreement by giving written notice to the Party affected by the force majeure.
OTHER TERMS
15.1. The headings in this Agreement are for ease of reference only and shall not affect its interpretation or construction.
15.2. It is agreed that the Customer cannot assign any of its rights to a third party without a prior written consent from Honeyrose Products LTD.
15.3. If any provision - or any part of it - of this Agreement is declared void, illegal and/or unenforceable then the other provisions shall not be affected unless it would have been impossible to conclude the Agreement without the void, illegal and/or unenforceable provision.
15.4. By accepting this terms and conditions the Customer accepts our privacy policy and Ordering/Payment Policy - available on www.honeyrose.co.uk
15.5. Honeyrose Products LTD reserves the right at any time at its sole discretion, without a prior notice, to update these terms and conditions.
15.6. These terms and conditions shall be construed in accordance with English Law. Any dispute associated with these terms and conditions, shall be subject to the exclusive jurisdiction of the English Courts.
15.7. Honeyrose Products LTD reserves the right to apply discount codes, voucher codes and promotions to the Goods of its choice. These offers can be changed or cancelled at any time without notice.
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