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TRADING TERMS AND CONDITIONS
These terms and conditions regulate the business relationship between you and us. By using Our Website in any way, or by buying from us, you agree to be bound by them. They protect your rights as well as ours.
We are: UME London, a company registered in the United Kingdom (UK). Our company number is 10834791. You are: a visitor to Our Website / our customer.
Please read this agreement carefully. If you do not agree with it, you should leave Our Website immediately.
The terms and conditions:
In this agreement:
“Consumer” means any individual who, in connection with this agreement, is acting for a purpose which is outside his business.
“Content” means any content in any form published on Our Website by us or any third party with our consent.
“Extra Work” means all of the work we do and materials we buy to prepare or produce Specified Goods.
“Goods” means any of the Goods we offer for sale on Our Website, or, if the context requires, Goods we sell to you. It includes Specified Goods.
"Intellectual Property" means intellectual property of every sort, whether or not registered or registrable in any country, including intellectual property of kinds coming into existence after today; and including, among others, designs, copyrights, software, discoveries, know-how, together with all rights which are derived from those rights.
"Post" means display, exhibit, publish, distribute, transmit and/or disclose information, content and/or other material on to Our Website, and the phrases "posted" and "posting" shall be interpreted accordingly.
In this agreement unless the context otherwise requires:
2.2. these terms and conditions apply to all supplies of Goods by us to any customer. They prevail over any terms proposed by you.
2.3. the headings to the paragraphs and schedules (if any) to this agreement do not affect the interpretation.
2.4. in the context of permission, “may not” in connection with an action of yours, means “must not”.
2.5. any agreement by any party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
2.6. a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
2.7. in any indemnity, a reference to costs or expenses shall be construed as including the estimated cost of management time of the indemnified party, such cost calculated £100 per hour.
2.8. these terms and conditions apply to all supplies of Goods by us to you. They prevail over any terms proposed by you.
3. OUR CONTRACT WITH YOU
3.1. This agreement contains the entire agreement between the parties and supersedes all previous agreements and understandings between the parties.
3.2. Each party acknowledges that, in entering into this agreement, he does not rely on any representation, warranty, information or document or other term not forming part of this agreement.
3.3. If you use Our Website in any way and make an order on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
3.4. Because we rely on our suppliers, we do not guarantee that Goods advertised on our website are available. We may change these terms from time to time. The terms that apply to you are those posted here on Our Website on the day you order Goods.
3.5. The price of Goods may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy those Goods.
3.6. If in future, you buy Goods from us under any arrangement which does not involve your payment via Our Website, these terms still apply so far as they can be applied.
4. ACCEPTANCE OF YOUR ORDER
4.1. This paragraph applies to Goods which you buy from us as advertised, without change to your specific requirements.
4.2. Your order is an offer to buy from us. We shall accept your order by e-mail confirmation. That is when our contract is made. Our message will also confirm details of your purchase and estimate when we shall despatch your order.
4.4. If we do not have all of the Goods you order in stock, we will offer you alternatives. If this happens you may:
4.4.1. Accept the alternatives we offer;
4.4.2. Cancel all or part of your order.
5. SPECIFIED GOODS AND EXTRA WORK
5.1. This paragraph applies to Specified Goods.
5.2. Our contract to supply Specified Goods is a contract for both the supply of Goods and any extra work we have undertaken.
5.3. Nothing said or done by us is an acceptance of an order until we confirm clear acceptance in writing, giving you details of our understanding of your exact requirements.At any point up until then, we may decline your order without giving any reason. From that time, we are both bound to these contract terms.
5.4. All orders submitted by you are subject to acceptance by us. We may choose not to accept your order in our discretion for any reason whatsoever without liability to you, unless we are not permitted to do so under statutory law. Examples of when we may not accept your order are as follows:
- If products shown on Our Website are not available or are incorrectly priced or otherwise incorrectly described;
- If we are unable to obtain authorisation of your payment;
- If you order multiple quantities of an individual Product where such Products are to be shipped to any one customer or delivery address;
- If shipping restrictions may apply to a Product ; or
- If the delivery address you give is the address of an entity or individual providing freight forwarding services; or
- If the delivery address you have provided is not a valid shipping address.
5.5. Within 4-10 weeks of entering into this contract we will aim to deliver your Specified Goods to you.
5.6. If you wish to make any change to the specification of the Goods, you must pay us the sum we estimate that the change will cost us, based on our then current charging rates.
5.7. Our Goods are made to order therefore if you terminate this agreement whilst the Specified Goods are in production, you will forfeit your full payment.
6. PRICE AND PAYMENT
6.1. The price payable for the Goods that you order is clearly set out on Our Website.
6.2. It is possible that the price may have increased from that posted on Our Website. If that happens, we will not dispatch the Goods until you have confirmed that you wish to buy at the new price.
6.3. Prices include UK value added tax (‘’VAT’’).
6.4. We require the full payment of your order before we can start production.
6.5. Bank charges by the receiving bank on payments to us will be borne by us. All other charges relating to payment in a currency other than Pounds Sterling will be borne by you.
6.6. Any information given by us in relation to exchange rates are approximate only and may vary from time to time.
6.7. If, by mistake, we have under-priced Goods, we will not be liable to supply those Goods to you at the stated price, provided that we notify you before we dispatch it to you.
6.8. We shall endeavour to notify you if the price displayed is not fully inclusive of any customs duties or taxes.
6.9. Prices do not include the charge for delivery, though we may choose to offer free delivery during our launch period. Please check our Shipping and Delivery details before purchasing.
6.10. If we owe you money (for any other reason), we will credit your credit or debit card as soon as reasonably practicable but in any event no later than 14 days from the date when we accept that repayment is due.
7. SECURITY OF YOUR CREDIT CARD
We take care to make Our Website safe for you to use.
7.1. Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
7.2. If you have asked us to remember your credit card details in readiness for your next purchase or subscription, our payment providers will securely store your payment details on their systems. These details will be fully encrypted and only used to process transactions which you have initiated.
7.3. For your security, the billing name and address must match the credit card or other method used for payment. Any PayPal account used must be in the name shown on your government issued identification document. UME London reserves the right to cancel any order that does not comply with this or with our other security criteria.
8. CANCELLATION AND REFUNDS
Please note that this paragraph applies to all Specified Goods you order through Our Website. Specified Goods are made to order therefore there you have no cancellation rights because the goods have been made or changed specially for you. Please refer to the Returns and Exchange section on our Information or Shipping and Delivery pages.
8.1. Our Specified Goods are available exclusively online through Our Website. There are only limited quantities of each type of the Specified Goods. These Goods are made to order therefore once production starts and you terminate this agreement you will forfeit your full payment.
8.2. We have made every effort to display as accurately as possible the colours and images of our Goods that appear on Our Website. We cannot guarantee that your computer monitor's display of any colour will be accurate.
8.3. All descriptions of Goods or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
8.4. We do not warrant that the quality of any products purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
9. LIABILITY FOR SUBSEQUENT DEFECTS
All Goods are quality checked before shipment. Due to the made to order nature of our products we cannot accept returns. If any defects are discovered you must notify us immediately within 7 days of receiving the order.
9.1. If any defect is found, then we shall:
9.1.1. repair or replace the Goods
9.1.2. no refunds will be offered.
10. DELIVERY AND SHIPPING
10.1. We are only able to deliver to a valid shipping address provided in your order form. We cannot be held responsible if that delivery address is incorrect or incomplete. Changes to the shipping address are not permitted once your order has been shipped. Please note that we may not deliver to PO boxes and that there may be restrictions on the locations to where we deliver Products purchased from Our Website.
10.2. Provided your order has been accepted by us, your order shall be processed by us and we will endeavour to dispatch your order in accordance with the estimated delivery times set out on our Shipping and Delivery page or as otherwise specified in the checkout process as you submit your order. There may be additional restrictions or exclusions in respect of specific addresses in countries to which we ship. These may change from time to time. We shall endeavour to notify you of such restrictions but this may not be possible until we have received your order. Orders received after any “cut off” or “last order” time or received on a day which is not a working day (that is any day on which the banks are open for business in London which is not a Saturday or a Sunday, will be processed on the next working day). Estimated delivery times will be calculated from the date on which the order is placed, unless otherwise specified.
10.3. Delivery of Goods will be made by the carrier to the address stipulated in your order. You must ensure that someone is present to accept delivery.
10.4. Goods are sent by post. We will send you a message by email to tell you when we have despatched your order.
10.5. Once a Product has been received by you all risk of damage to, or loss of, the Product shall pass to you.
10.6. If we agree with you to deliver on a particular day or at a particular time, we will do our best to comply. But no time given is to be treated as contractual. So we are not liable to you for any expense or inconvenience you incur on account of delayed delivery or non-delivery.
10.7. Time for delivery specified on the order, if any, is an estimate only and time shall not be of the essence
10.8. Signing "Unchecked", "Not Checked" or similar is not acceptable.
11. FOREIGN TAXES AND DUTIES
11.1. If you are not in the UK, we have no knowledge of, and no responsibility for, the laws in your country.
11.2. You are responsible for purchasing Goods which you are lawfully able to import and for the payment of import duties and taxes of any kind levied in your country.
12. RETURNS AND EXCHANGES
12.1. All our goods are made to order and once production has started and/or when you have received your order we cannot accept returns.
12.2. All Goods are quality checked before shipment. If any defects are discovered you must notify us immediately within 7 days of receiving the order by email to email@example.com and provide full details of the defect.
12.3. If we agree that the Goods are faulty, we will:
12.3.1. repair or replace the Goods as we choose.
12.4. If we repair or replace the Goods, you have no additional claim against us either under this agreement or by statute or common law, in respect of the defect.
13. HOW WE HANDLE YOUR CONTENT
13.2. If you Post Content to any public area of Our Website it becomes available to the public domain. We have no control who sees it nor what anyone does with it.
13.3. Posting Content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
13.4. You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you;
13.5. You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
13.6. Please notify us of any security breach or unauthorised use of your account.
14. RESTRICTIONS ON WHAT YOU MAY POST TO OUR WEBSITE
You agree that you will not use or allow anyone else to use Our Website to Post Content or undertake any activity which is or may:
14.1. be unlawful, or tend to incite another person to commit a crime;
14.2. consist in commercial audio, video or music files;
14.3. be sexually explicit or pornographic;
14.4. be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person;
14.5. give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
14.6. be made on behalf of some other person, or impersonate another person;
14.7. request or collect passwords or other personal information from another user without his permission, nor Post any unnecessary personal information about yourself;
14.8. be used to sell any goods or services or for any other commercial use not intended by us, for yourself or for any other person. Examples are: sending private messages with a commercial purpose, or collecting information with the intention of passing it to a third party for his commercial use;
14.9. include anything other than words (i.e. you will not include any symbols or photographs) except for a photograph of yourself in your profile in such place as we designate;
14.10. link to any of the material specified in this paragraph;
14.11. use distribution lists that include people who have not given specific permission to be included in such distribution process;
14.12. send age-inappropriate communications or Content to anyone under the age of 18.
15. YOUR POSTING: RESTRICTED CONTENT
In connection with the restrictions set out below, we may refuse or edit or remove a Posting which does not comply with these terms. In addition to the restrictions set out above, a Posting must not contain:
15.1. hyperlinks, other than those specifically authorised by us;
15.2. keywords or words repeated, which are irrelevant to the Content Posted.
15.3. the name, logo or trademark of any organisation other than yours.
15.4. inaccurate, false, or misleading information;
16. REMOVAL OF OFFENSIVE CONTENT
16.1. For the avoidance of doubt, this paragraph is addressed to any person who comes on Our Website for any purpose.
16.2. We are under no obligation to monitor or record the activity of any user of Our Website for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
16.3. If you are offended by any Content, the following procedure applies:
16.4. your claim or complaint must be submitted to us via emailing firstname.lastname@example.org containing information of the offending Content and reasons for the cause of offense.
16.4.1. we shall remove the offending Content as soon as we are reasonably able;
16.4.2. after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
16.4.3. we may reinstate the Content about which you have complained or we may not.
16.5. In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a licence to publish the complaint and all ensuing correspondence and communication, without limit.
16.6. you now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
17. SECURITY OF OUR WEBSITE
If you violate Our Website we shall take legal action against you. You now agree that you will not, and will not allow any other person to:
17.1. modify, copy, or cause damage or unintended effect to any portion of Our Website, or any software used within it.
17.2. link to Our Website in any way that would cause the appearance or presentation of the site to be different from what would be seen by a user who accessed the site by typing the URL into a standard browser;
17.3. download any part of Our Website, without our express written consent;
17.4. collect or use any product listings, descriptions, or prices;
17.5. collect or use any information obtained from or about Our Website or the Content except as intended by this agreement;
17.6. aggregate, copy or duplicate in any manner any of the Content or information available from Our Website, other than as permitted by this agreement or as is reasonably necessary for your use of Our Website;
17.7. share with a third party any login credentials to Our Website;
17.8. despite the above terms, we now grant a licence to you to:
17.8.1. create a hyperlink to Our Website for the purpose of promoting an interest common to both of us. You can do this without specific permission. This licence is conditional upon your not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
17.8.2. you may copy the text of any page for your personal use in connection with the purpose of Our Website.
18.1. The law differs from one country to another. This paragraph applies to sales throughout the EU.
18.2. All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
18.3. We make no representation or warranty for:
18.3.1. any implied warranty or condition as to merchantability or fitness of the Goods for a particular purpose;
18.3.2. the adequacy or appropriateness of the Goods for your purpose.
18.4. We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from Our Website.
18.5. You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us in the immediately preceding 12 month period for the Goods concerned.
18.6. We shall not be liable to you for any loss or expense which is:
18.6.1. indirect or consequential loss; or
18.6.2. economic loss or other loss of turnover, profits, business or goodwill, even if such loss was reasonably foreseeable or we knew you might incur it.
18.7. This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents and affiliated companies (who may enforce this provision under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017, as well as to us.
18.8. If you become aware of any breach of any term of this agreement by any person, please tell us by emailing email@example.com. We welcome your input but do not guarantee to agree with your judgement.
19. YOUR ACCOUNT WITH US
19.1. You agree that you have provided, and will continue to provide accurate, up to date, and complete information about yourself. We need this information to provide you with the Goods.
19.2. If you use Our website, you are responsible for maintaining the confidentiality of your account and password and for preventing any unauthorised person from using your account.
19.3. You agree to accept responsibility for all activities that occur under your account or password. You should tell us immediately if you believe some person has accessed your account without your authority and also log in to your account and change your password.
You agree to indemnify us against all costs, claims and expense arising directly or indirectly from:
20.1. your failure to comply with the law of any country;
20.2. your breach of this agreement;
20.3. any act, neglect or default by any agent, employee, licensee or customer of yours;
20.4. a contractual claim arising from your use of the Goods;
20.5. a breach of the intellectual property rights of any person.
21. INTELLECTUAL PROPERTY
21.1. Copyright works owned by you or a third party are unaffected by this agreement.
21.2. The Intellectual Property in all work we do in the process leading to completion of the Specified Goods and in the completed Specified Goods belongs to us.
21.3. If you change or create derivative versions of the Specified Goods, the Intellectual Property in those changed or derived versions also belongs to us.
21.4. We now grant an exclusive license to you to use the Intellectual Property in the Specified Goods for a period of 99 years. You may not assign this licence except by way of sale or transfer of the Specified Goods.
22. DISPUTE RESOLUTION
In this paragraph the term “ADR Provider” means an approved body under the Alternative Dispute Resolution for Consumer Dispute Regulations 2015. The following terms apply in the event of a dispute between the parties:
22.1. If you are not happy with our services or have any complaint then you must tell us by email message to firstname.lastname@example.org.
22.2. If a dispute is not settled as set out above, we hope you will agree to attempt to resolve it by engaging in good faith with us in a process of mediation or arbitration.
22.3. We can propose an ADR Provider or will listen to your proposal. If you are in any way concerned, you should read the regulations at: http://ec.europa.eu/consumers/odr/.
23. MISCELLANEOUS MATTERS
23.1. When we communicate with you we do so by email. You agree that email communications are contractually binding in the same way as properly signed and dated paper sent by post.
23.2. Where we provide goods or services without specific charge to you, then it (or they) is deemed to be provided free of charge, and not to be associated with any other goods or service for which a charge is made. Accordingly, there is neither contractual nor other obligation upon us in respect of those goods or that service.
23.3. If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally unnecessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
23.4. The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
23.5. Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
23.6. No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
23.7. Any communication to be served on either party by the other shall be delivered by hand or sent by first class post or recorded delivery or by e-mail:
- It shall be deemed to have been delivered:
- if delivered by hand: on the day of delivery;
- if sent by post to the correct address: within 72 hours of posting;
- If sent by e-mail to the address from which the receiving party has last sent e-mail: within 72 hours if no notice of non-receipt has been received by the sender.
23.8. This agreement does not give any right to any third party under the Contracts (Rights of Third Parties) Act 1999 / Contracts (Rights of Third Parties) (Scotland) Act 2017 or otherwise.
23.9. We shall not be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond our reasonable control, including any labour dispute between a party and its employees.
23.10. In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
23.11. The validity, construction and performance of this agreement shall be governed by the laws of England and Wales / Scotland / Northern Ireland and you agree that any dispute arising from it shall be litigated only in that country.