1.1 In these conditions:
"Agent" means Cargobox Ltd, incorporated and registered in Northern Ireland with company number NI068388 whose registered office is at The Innovation Centre | Queens Island | Belfast | BT3 9DT;
"Contract" means any contract between the Seller and the Buyer for the sale and purchase of the Goods, incorporating these Conditions;
"Encumbrance" means all encumbrances including any mortgage, debenture, charge, pledge, lien, option, restriction, right of first refusal, equity, rent charge, bill of sale, assignment or deposit for the purpose of security, right of set-off , right of pre-emption, third party right or interest, hypothecation or other encumbrance or security interest of any kind and any other type of preferential arrangement (including, without limitation, a title transfer or retention arrangements) having a similar effect or commitment to create any of the foregoing;
"Goods" any goods agreed in the Contract to be supplied to the Buyer by the Seller (including any part or parts of them);
"Seller" means Cargobox or a client of Cargobox; and
"you" or "your" means the person, firm or Seller who purchases the Goods from the Seller.
2.1 The Agent offers the Goods for sale for and on behalf of the Seller. All contracts for sale and purchase of the Goods are made directly between the Seller and you and are subject to these Conditions, to the exclusion of all other terms and conditions.
2.2 These Conditions apply to all the Seller's sales and any variation to these Conditions and any representations about the Goods shall have no effect unless expressly agreed in writing by the Seller. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of the Seller which is not set out in the Contract.
2.3 No order placed by you shall be deemed to be accepted by the Seller until a written acknowledgement of order is issued or (if earlier) the Goods are delivered to the Buyer.
The quantity and description of the Goods shall be as set out in the product details provided for the Goods.
4.1 Delivery of the Goods shall be made to the address specified by you at the time of placing your order.
4.2 Any dates specified for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.3 Subject to the other provisions of these Conditions the Seller shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Seller's negligence), nor shall any delay entitle you to terminate or rescind the Contract unless such delay exceeds 14 days.
4.4 If for any reason you fail to accept delivery of any of the Goods when they are ready for delivery, or the Seller is unable to deliver the Goods on time because you have not provided appropriate instructions, documents, licences or authorisations: (a) risk in the Goods shall pass to you (including for loss or damage caused by the Seller's negligence); and (b) the Goods shall be deemed to have been delivered.
5.1 The quantity of any consignment of Goods as recorded on despatch shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
5.2 The Seller shall not be liable for any non-delivery of Goods (even if caused by the Seller's negligence) unless you give written notice to the Seller or the Agent of the non-delivery within 2 days of the date when the Goods should have been delivered.
5.3 Any liability of the Seller for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time.
6.1 The Goods are at your risk from the time of delivery.
6.2 Ownership of such right and title as the Seller has in the Goods shall not pass to you until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of the Goods, including delivery charges.
6.3 The Goods are sold free from any Encumbrance.
7.1 Unless otherwise agreed by the Seller in writing, the price for the Goods shall be the price specified by the Agent at the time your order was confirmed.
7.2 It is always possible that, despite the Seller and the Agent's best efforts, some of the Goods may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that, where the Goods' correct price is less than our stated price, we will charge the lower amount when dispatching the Goods to you. If the Goods' price is higher than the price confirmed to you, the Seller may, at its discretion, either contact you for instructions before dispatching the Goods, or reject your order and tell you. If the pricing error is obvious and unmistakable and could have reasonably been recognised by you as a mis-pricing, we do not have to provide the Goods to you at the incorrect (lower) price.
8.1 Payment may be made by cheque, cash, bank transfer, credit or debit card or other electronic means. Payment for all Goods must be made in advance. No payment shall be deemed to have been received until cleared funds are received. The Goods shall not be dispatched or delivered until payment has been received in full.
8.2 If you fail to pay the Seller any sum due pursuant to the Contract, you shall be liable to pay interest to the Seller on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Bank of Ireland, accruing on a daily basis until payment is made, whether before or after any judgment.
9.1 The Seller shall endeavour to transfer to you the benefit of any warranty or guarantee given to the Seller. In the unlikely event that the Goods do not correspond with their description or are faulty, please notify the Agent as soon as possible following delivery. The Agent will ask you to return the Goods at the Seller's cost and once it is confirmed that the Goods do not correspond with their description or are faulty, the Seller will: (a) provide you with a full or partial refund; or (b) repair or replace the Goods.
9.2 If you are dealing as a consumer, condition 9.1 applies in addition to your statutory rights under the Sale of Goods Act 1979. If you are dealing as a business, condition 9.1 sets out the entire and only warranty offered by the Seller for the Goods and (save for the conditions implied by section 12 of the Sale of Goods Act 1979, as applicable) all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
10.1 Subject to Condition 10.2, if the Seller or you fail to comply with these Conditions, neither shall be responsible for any losses that the other suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Conditions.
10.2 Neither the Seller nor you shall be responsible for losses that result from failure to comply with these Conditions including, but not limited to, losses that fall into the following categories: (a) loss of income or revenue; (b) loss of business; (c) loss of data; or (e) any waste of time. However, this Condition 10.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.
10.3 This Condition does not exclude or limit in any way our liability for: (a) death or personal injury caused by our negligence; or (b) fraud or fraudulent misrepresentation; or (c) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to limit liability; or (d) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
11.1 If you are contracting as a consumer, you may (subject to any applicable exception in regulation 13 of the Consumer Protection (Distance Selling) Regulations 2000) 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.
11.2 To cancel a Contract, you must inform the Agent in writing. You must also return the Goods to the Agent immediately, in the same condition as you received them, and at your own cost and risk. You have a legal obligation to take reasonable care of the Goods while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by Northern Irish law and the parties submit to the exclusive jurisdiction of the Northern Irish courts.