1. In these conditions of sale the following words shall have the following meanings:
- Company: Glcodes Ltd
- Customer: The person, firm or company with whom the Company makes the contract and which expression shall include (jointly and severally) all principals on whose behalf the Customer orders Goods.
- Contract: Any contract formed between the Customer and the Company for the sale and purchase of the Goods (including the provision of any Services).
- Delivery: The delivery of the Goods by the Company whether by way of delivery by or for and on behalf of the Company, direct delivery by a supplier on behalf of the Company or otherwise.
- Dispatch Confirmation: Confirmation that the Goods that the Customer has ordered have been dispatched.
- Intellectual Property Rights: The full benefit of all patents, trade and other marks, registered designs (and applications for and rights to apply for the same), copyrights, trade and business names, inventions, discoveries, improvements, designs, techniques, computer programs and other confidential processes and information.
- Our Site: The web site of Glcodes, whose web address is http://glcodes.com
- Order: Any order placed with the Company by the Customer from time to time.
- Goods: The Goods or any part thereof which are to be supplied by the Company under the Contract.
- Services: Any services supplied by the Company pursuant to the Contract.
- Specification: Any technical or other description (whether as to quantity, quality, price, weight or otherwise) of the Goods or Services shown or referred to in the Contract and any performance schedules and/or other characteristics and details contained, mentioned or referred to therein or prepared in accordance therewith.
2. The company is registered in China and with our registered office at 24/F Sculpture Homeland, Futian District, Shenzhen.
By placing an order, you warrant that:
- You are legally capable of entering into binding contracts;
- You are at least 18 years old;
HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
- After placing an Order, you will receive either an e-mail or a telephone call from us acknowledging that we have received your Order. Please note that this does not mean that your Order has been accepted. Your Order constitutes an offer to us to buy Goods. All Orders are subject to acceptance by us, and we will confirm such acceptance to you either by written acknowledgement, or on the telephone. The contract between us (Contract) will only be formed when we accept your Offer (Acceptance).
- You will be sent a separate notice confirming that the Goods have been dispatched (the Dispatch Confirmation).
- The Contract will relate only to those Goods to which we have confirmed Acceptance. We will not be obliged to supply any other Goods which may have been part of your Order until we have forwarded you our Acceptance.
We may provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking, that Goods you purchase from third party companies through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party Company. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party Company.
- If you are contracting as a consumer, you may cancel a Contract at any time within seven working days, beginning on the day after you received the Goods. In this case, you will receive a full refund of the price paid for the Goods in accordance with our refunds policy (set out in clause 11 below).
- If you are contracting as a consumer, and you cancel a Contract pursuant to clause 5.1 above, you must inform us in writing and return the Good(s) to us immediately, in the same condition in which you received them, and at your own cost and risk.
- You will not have any right to cancel a Contract for the supply of any Goods made to your specifications.
- No other right to cancellation is acceptable other than pursuant to clause 5.1 above.
- It is acknowledged that the Company orders Goods from third party suppliers. In the event that the Customer attempts to cancel the Contract, or fails to pay the Company, then 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 reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with ordering or providing such Goods, including the costs of purchasing the Goods from a third party supplier and transportation of the same. This clause 5.5 shall survive termination of the Contract.
AVAILABILITY AND DELIVERY
Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within 30 days of the date of the Dispatch Confirmation, unless there are exceptional circumstances.
ORDERS AND SPECIFICATIONS
- The Company is to be presumed ignorant of any special purpose or matter for which the Goods and/or Services are required or any special conditions under which they are to be used unless the Customer informs the Company in writing of that special purpose or matter or those conditions before the Contract is made. Any intended purpose, matter or conditions of use which are not obvious from the nature of the Goods or their description in the Contract is to be regarded as special for the purposes of this Clause.
- Where the Company recommends Goods and/or Services to meet the Customer’s specific requirements, the Company shall be entitled to assume that the Customer has given to the Company all relevant information as to the requirements and circumstances of its intended use for the Goods and/or Services. Provided that the Company’s recommendation is a reasonable one to make on those assumptions the Customer shall bear the risk that the Goods and/or Services supplied may prove to be unsuitable for its purposes under the actual conditions of their application, use or storage.
- The Company expressly reserves the right (but accepts no obligation) to make such changes in the Specification of the Goods and/or Services as are necessary to ensure that the Goods conform with any applicable statutory requirements.
1. Risk of damage to or loss of the Goods shall pass to the Customer:
- In the case of Goods to be delivered otherwise than at the Company’s premises at the time of Delivery;
- In the case of Goods to be delivered at the Company’s premises, at the time when the Company notifies the Customer that the Goods are available for collection.
2. Property in the Goods delivered shall not pass to the Customer until the Customer has paid all sums due to the Company (a) in respect of the Goods and (b) on any other account.
3. Until property in the Goods passes to the Customer in accordance with Clause 9.2, the Customer shall hold them as Bailee for the Company and shall store them separately from any similar Goods of the Customer or any person in such a way that they remain identifiable as the Company’s property.
4. The Customer may resell the Goods before the conditions in Clause 9.2 are satisfied on the following conditions:
- Any sale shall be effected by the Customer as agent for the Company, provided that the Customer shall have no authority to create privity of contract between the Company and any customer to whom the Goods are sold;
- The Customer will hold the proceeds of any such resale as trustee for the Company, separate from it?s own monies in a separate, identifiable bank account.
5. The Customers right to possession of Goods supplied by the Company shall terminate if the Customer is declared bankrupt or makes any proposal to his creditors for any composition or voluntary arrangement or, if the Customer is a company, an administrator, administrative receiver or liquidator is appointed in respect of it?s business.
6. The Customer hereby grants the Company, it?s agents and employees an irrevocable licence at any time to enter any premises where the Goods are stored in order to inspect them or, where the Customers right to possession has terminated, recover them.
7. As all or any of the Goods or some part or constituent of them may have been purchased by the Company under a contract containing a provision reserving title or other property right therein to the vendor thereof the Company shall be liable to transfer to the Customer only such title as the Company may itself have in the Goods.
- The price of any of the Goods will be quoted in our product catalogues and on our site from time to time except in the cases of obvious error.
- These prices are exclusive of VAT and delivery costs.
- Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you a dispatch confirmation.
- We are under no obligation to provide the Goods to you at the incorrect (lower) price, even after we have sent you a Dispatch Confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
- We will take payment from your card at the time we receive your order, once we have checked your card details and availability of materials to meet your specifications. In the event that we are unable to supply the Goods, we will inform you as soon as possible. A full refund will be given where you have paid for the Goods.
- Customer accounts are opened subject to approval of satisfactory references and (unless otherwise agreed by the Company in writing) the terms of payment shall be net cash monthly account due and payable 30 days from the invoice date or otherwise stated. The Company shall he entitled to submit its invoice with its delivery advice note or at any time thereafter save that where Delivery has been postponed at the request of or by the default of the Customer, the Company may then submit its invoice at any time after the Goods are ready for Delivery or would have been ready but for the request or default of the Customer.
- When you return Goods to us because you claim that the Goods are defective, we will examine the returned Goods and will notify you of your refund via e-mail within a reasonable period of time. We will usually refund any money received from you using the same method originally used by you to pay for your purchase. We will usually process the refund due to you as soon as possible and, in any case, within 30 days from receipt of the returned goods or 30 days from refund approval following inspection of the faulty goods.
- Goods returned by you because of a defect will be refunded in full, including a refund of the delivery charges for sending the item to you.
- We will accept the return of non faulty goods returned within 7 days of you receiving them, where the goods are returned in their original packaging and in a resaleable condition.
- Non faulty goods will be inspected upon return in order to ensure that the provisions of clause 11.3 above have been met.
- Whether goods are considered resaleable is at the discretion of the Company.
- The cost of returning non faulty goods must be borne by the customer.
- Any goods returned after 7 days will not be entitled to any refund whatsoever.
1. We warrant to you that any Goods purchased from us through our site is of satisfactory quality.
2. Our liability in connection with any Goods purchased through our site is strictly limited to the purchase price of those Goods.
3. This does not include or limit in any way our liability:
- For death or personal injury caused by our negligence;
- Under section 2(3) of the Consumer Protection Act 1987;
- For fraud or fraudulent misrepresentation;
- For any matter for which it would be illegal for us to exclude, or attempt to exclude, our liability.
4. We accept no liability for any loss of income or revenue, loss of business, loss of profits or contracts, loss of anticipated savings, loss of data, waste of management or office time or for any indirect or consequential loss or damage of any kind however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to Glcodes, Crown Royal, Unity Way, Stockport, SK1 3EY. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in paragraph 13. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
TRANSFER OF RIGHTS AND OBLIGATIONSY
- The contract between you and us is binding on you and us and on our respective successors and assigns.
- You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
- We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
EVENTS OUTSIDE OUR CONTROL
1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
2. Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
- Strikes, lock-outs or other industrial action.
- Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
- Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
- Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
- Impossibility of the use of public or private telecommunications networks.
- The acts, decrees, legislation, regulations or restrictions of any government.
3.Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
- If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
- A waiver by us of any default shall not constitute a waiver of any subsequent default.
- No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 13 above.
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
- These terms and conditions and any document expressly referred to In them represent the entire agreement between us in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.
- We each acknowledge that, in entering into a Contract, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such Contract except as expressly stated in these terms and conditions.
- Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any Contract (unless such untrue statement was made fraudulently) and the other party?s only remedy shall be for breach of contract as provided in these terms and conditions.
Contracts for the purchase of Goods through our site will be governed by Chinese law. Any dispute arising from, or related to, such Contracts shall be subject to the non-exclusive jurisdiction of the courts of China and Wales.