STANDARD TERMS AND CONDITIONS OF BUSINESS
Version: January 1st 2019
1.1 The following definitions shall have the following meanings:
“the Customer” means the person purchasing goods from the Supplier;
“Force Majeure Event” means an event beyond the reasonable control of the Supplier, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, inability to procure materials or articles except at increased prices or default of agents, suppliers or subcontractors;
“the Goods” mean the goods that the Supplier is to supply to the Customer in accordance with these terms;
“the Supplier” means Cloud Zen Media whose registered office is at; Johnstown House, Johnstown Business Centre, Co. Kildare, Ireland.
“these terms” means these terms and conditions as amended from time to time in accordance with clause 2.2;
“Working Day” means a day other than a Saturday, Sunday, public or bank holiday in the Republic of Ireland.
1.2 The rules of interpretation in this clause 1 apply in these terms.
1.3 Clause headings do not affect the interpretation of these terms.
1.4 Except where a contrary intention appears, a reference to a clause is a reference to a clause of these terms.
1.5 Unless otherwise specified, a reference to a law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.6 A person includes a corporate or unincorporated body.
1.7 Writing or written includes faxes, but not email.
1.8 Any obligation in these terms on a person not to do something includes an obligation not to agree or allow that thing to be done.
1.9 Unless the context otherwise requires, (a) words in the singular shall include the plural and in the plural shall include the singular and (b) a reference to one gender shall include a reference to the other genders.
1.10 Any words following the terms “including”, “include”, “in particular” or “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
2. Basis of the Sale
2.1 The Supplier contracts on these terms only, and acceptance by the Supplier of any order from a Customer shall be upon these terms and shall override any other terms and conditions stipulated or incorporated by the Customer in its order or in any negotiations, or which are implied by trade, custom, practice or course of dealing.
2.2 Variations or representations will only be binding on the Supplier if confirmed in writing by an authorised officer of the Supplier.
2.3 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
2.4 No contract for the sale of goods shall be concluded until the Supplier has issued an “Order Received” notification including order number.
2.5 When ordering products for delivery outside of the EU, the Customer may be subject to import duties and taxes, which are levied once the package reaches the specified destination. Any additional charges for customs clearance must be borne by the Customer. The Supplier has no control over these charges. Customs policies vary widely from country to country, so the Customer should contact his or her local customs office for further information. Additionally, please note that when ordering, the Customer is considered the importer of record and must comply with all laws and regulations of the country in which the products are to be received. Customers’ privacy is important: international customers should to be aware that cross-border deliveries are subject to opening and inspection by customs authorities. Orders outside of EU require detailed customs slips attached to outside of packaging, every attempt is made to ensure maximum discretion, for example no mention of the website will be included, however some product details and descriptions as well as pricing are required in order to satisfy customs regulations for outside EU shipping.
2.6 The Supplier does not sell products for purchase by persons under the age of 18.
3. The Goods
3.1 The Supplier reserves the right to make substitutions and modifications to the specifications of the Goods, provided that this does not materially affect their performance.
3.2 Unless expressly indicated otherwise, the Supplier is not the manufacturer of the products sold on its website. While the Supplier aims to ensure that product information on its website is correct, actual product packaging and materials may contain different and/or more detailed information to that displayed on its website. All information about the products on the Supplier’s website is provided for information purposes only. The Supplier recommends that the Customer does not rely solely on the information presented on its website. Please always read labels, warnings and directions provided with the goods before use.
4.1 The price of the Goods is as stated on our website and is inclusive where applicable of Value Added Tax at the appropriate rate.
4.2 Where carriage, insurance, storage or other charges are shown separately from the price of Goods, they are nevertheless payable by the Customer at the same time as if they form part of the price and shall be treated as such for the purposes of these terms.
4.3 The Supplier shall show the final price to the Customer prior to order placement and payment.
5.1 The Customer has a right of cancellation (cooling-off period) in accordance with the Consumer Contracts (Information, Cancellation and Other Rights) Regulations 2013, except where one of the exceptions apply. The statutory right to cancel the order without giving any reason applies within 14 days from the day on which the Customer received the goods ordered (or the last of a batch if it relates to goods delivered separately, except for subscriptions) or from the day of the conclusion of the contract, in the case of services or digital content not supplied in a tangible medium (e.g. CD or DVD). The Customer must inform the Supplier of the decision to cancel the order. To meet the cancellation deadline, it is sufficient for the Customer to (a) send the communication before the 14 days’ cancellation period has expired and (b) then return the item within 14 days of communicating such cancellation decision. The cost of the return of the goods is to be borne by the Customer. The exceptions to this statutory right of cancellation are for goods that:
5.1.1 are shrink-wrapped and/or sealed data media (e.g. CDs, DVDs and software CD-ROMs) where the Customer has opened them (i.e. broken the shrink-wrap or security seal);
5.1.2 are lingerie and other items of undergarments that are not suitable for resale due to health protection and hygienic reasons;
5.1.3 are not suitable for return due to health protection or hygienic reasons if unsealed by the Customer after delivery;
5.1.4 are a service if the Supplier has fully performed it and the Customer accepted when he or she placed the order that the Supplier could start to deliver it, and that the Customer then could not cancel it once delivery had started;
5.1.5 are the delivery of newspapers, journals or magazines (with the exception of subscription contracts);
5.1.6 are the supply of alcoholic beverages whose actual value is dependent on fluctuations in the market which the Supplier cannot control; or
5.1.7 have been made to the Customer’s specifications, altered or clearly personalised for the Customer (or example a pair of trousers that has been shortened) and, as a result, are incapable of being returned to the Supplier.
5.2 In the event of cancellation in accordance with clause 5.1, the Supplier will reimburse all payments received from the Customer for the goods purchased and will also reimburse delivery charges for the least expensive type of delivery offered by the Supplier, no later than 14 days from the day on which the Supplier received the cancellation communication. The Customer will not be charged any fee for such reimbursement. The Supplier may delay reimbursement until it has received the goods back or evidence of the Customer’s having sent back the goods, whichever is the earliest. The Customer may be liable for a deduction from such full reimbursement if the value of the goods returned is diminished due to the handling of the goods by the Customer, e.g. for unnecessary damage to the packaging (except where it was necessary to establish the nature, characteristics and functioning of the goods).
5.3 Except in accordance with the right of cancellation contained in clause 5.1, the Customer may not cancel the contract.
6.1 Payment shall be made when ordering the Goods. Time for payment shall be of the essence of the Contract.
7.1 The Supplier may deliver by instalments and may treat each delivery as a separate contract.
7.2 If a date is quoted for the Goods’ delivery, it is only an estimate. Time of delivery is not of the essence. Typical Delivery times are 4 to 5 working days. The Supplier will have no liability for delays in delivery caused by either a Force Majeure Event or the failure of the Customer to give adequate delivery instructions or other relevant instructions to the Supplier.
8. Warranties (sale of goods)
8.1 The Supplier warrants that on delivery the Goods are (a) of satisfactory quality (within the meaning of the Sale of Goods Act 1979), (b) free from any material defect in design, workmanship and materials and (c) correspond with any agreed written specification, but the Supplier’s liabilities under this warranty shall be limited to making available free of charge the labour and materials required to make good any such defects or (at the Supplier’s option) replacing any defective Goods. The Supplier’s liability under this warranty is also conditional upon the following and these terms shall apply to any repaired or replacement Goods supplied by the Supplier under this clause:
8.1.1 written notice of the defect being given to the Supplier within 3 days after discovery of the same and in any event within the Warranty;
8.1.2 the Goods having been properly installed, stored and used by the Customer prior to the defect occurring;
8.1.3 the defect not arising due to the Customer’s failure to follow the Supplier’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;
8.1.4 the defect not arising as a result of the Customer following any drawing, design or specification supplied by the Supplier in the manufacture of the Goods;
8.1.5 the defect not arising as a result of fair wear and tear, wilful damage or negligence;
8.1.6 the Goods not having been subjected to any repair (without the Supplier’s consent), modification or abnormal or improper use; and
8.1.7 the Goods having been returned at the Supplier’s request, but at the Customer’s expense, for inspection.
8.2 The warranty contained in clause 9.1 is without prejudice to the Customer’s statutory rights.
9. Limitation of Liability
9.1 Save as provided under the Unfair Contract Terms Act 1977 and notwithstanding the warranty contained in clause 9.1, the Supplier will not be responsible for (i) losses that were not caused by any breach on its part, or (ii) any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure), or (iii) any indirect or consequential losses that were not foreseeable to both the Supplier and the Customer when the contract for the sale of goods was formed.
9.2 Nothing in these terms excludes or limits liability for (a) death or personal injury caused by the negligence or (b) fraudulent representations or (c) wilful misconduct in each case of or by the Supplier or any of its employees or agents.
10. Force Majeure
10.1 The Supplier shall bear no liability for loss, damage or delay howsoever arising by a Force Majeure Event, and in these circumstances may suspend or cancel the whole or part of any delivery. The Supplier shall endeavour to notify the Customer as quickly as reasonably possible if a Force Majeure Event occurs.
10.2 If the Force Majeure Event prevents the Supplier from providing any of the Goods for more than 6 weeks, either party shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to the other party.
10.3 This clause does not affect the Consumer’s right to have the products sent within a reasonable time.
11.1 No waiver by the Supplier of any breach of contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision of the contract.
11.2 The parties agree to be bound by these terms, which they consider to be reasonable. If any clause of these terms is held by any Court or competent authority as invalid or unenforceable in whole or in part the validity of the remainder of these terms and of the remainder of the provisions in question shall not be affected thereby.
11.3 The Customer shall not assign or transfer any contract to which these terms apply nor the benefit thereof to any person whatsoever.
11.4 These terms constitute the entire agreement and understanding of the parties and supersede any previous agreement or understanding between them relating to the subject matter of these terms. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier that is not set out in these terms.
11.5 Any notice given under these terms must be in writing and delivered to the recipient at the address of (a) in the case of the Supplier, its registered office or its principal place of business and (b) in the case of the Customer, his or her last known residential address, or at such other address as has been notified to the sender previously in writing for the purpose of this clause.
11.6 A notice given under these terms shall be validly served if sent by email.
11.7 A person who is not a party to these terms may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
11.8 These terms shall be governed by and construed in accordance with the laws of the Republic of Ireland and each of the parties hereto submits to the jurisdiction of the Irish Courts as regards any claim or matter arising under these terms.