Terms and Conditions of Sale

AROXA Flavour Standards

Last amended 1 September 2011. 

1.      Use of Website

1.1          This website, www.aroxa.com (“Website”) is owned, hosted and operated by Cara Technology Limited, a company registered in England and Wales under company number 2242098 with our registered office at 51 Queen Anne Street, London W1G 9HS, UK. Our VAT number is GB 492 3199 23. References to "we", "us" or "our" are references to Cara Technology Limited.

1.2          These terms and conditions and any other policies referred to in these terms and conditions (including without limitation any policies or documents to which a link is provided from this Website) (the “Terms”), apply to your use of this Website and all orders submitted by you (by whatever means) for products made available by us for purchase over this Website (the “Products”).  These Terms apply to business customers only.  If you are a consumer, please contact us via any of the methods set out in clause 1.4.

1.3          By accepting these Terms by ticking the checkbox or otherwise, you agree to follow and be bound by these Terms and we therefore advise you to read these Terms carefully and to save or print a copy of these Terms for future reference.  You are entering into these Terms on behalf of a company or other legal entity, and you represent that you have the authority to bind such entity to these Terms and, in such event, “you” and “your” as used in these Terms shall refer to such entity including without limitation all of its personnel.  If you do not have such authority, or if you do not agree to these Terms (as they may be changed or updated from time to time), you must not tick the checkbox or otherwise accept these Terms, you must cease using this Website immediately, and you must not order any Products from this Website.

1.4          If you have any questions regarding this Website, these Terms, the Products or any order placed for any of the Products, or, in the unlikely event that you have any complaints about the Products, please notify us by logging your questions or complaints in English using the online contact form which can be found here, calling us on + 44 1372 822218 Monday to Friday (excluding English bank and public holidays) between the hours of 08:00 and 18:00 UK time or faxing us on +44 1372 821599 or writing to us at Cara Technology Limited, Leatherhead Enterprise Centre, Randalls Road, Leatherhead, Surrey KT22 7RY, UK.

1.5          You agree that the information you provide when you register on this Website is not misleading, is true and accurate in all respects and you will promptly notify us in English of any changes to that information.

1.6          We may change, withdraw, or suspend access to this Website (in whole or part and permanently or temporarily) with or without notice and (to the maximum extent permitted by applicable law) with no liability to you.

1.7          We may deny you access to this Website at any time in our sole discretion. Examples of when we may so deny you access include but are not limited to where we believe that your use of this Website is in breach of any of these Terms, any applicable law or the rights of any third party.

1.8          We reserve the right at any time to change, modify, enhance or improve any existing Products and to add new Products to this Website.  We may discontinue Products at any time.

2.       Our status

2.1          This Website may include links to other websites or resources ("Linked Websites"). We have no control over the content of Linked Websites and you agree that, should you access a Linked Website using a link from this Website, we are not (to the maximum extent permitted by applicable law) responsible in any way for the availability of such Linked Websites, the advertising or content on such Linked Websites or the use that such Linked Websites make of your personal information, and we cannot give any undertaking that the products you purchase from such Linked Websites will be of satisfactory quality, and any such warranties are, to the maximum extent permitted by applicable law, disclaimed by us absolutely. Furthermore and to the maximum extent permitted by applicable law, we will not be responsible for any offence, damage or loss caused by or connected to the use or reliance on such Linked Websites or the content on them.

3.      How the contract is formed between you and us

3.1          You may submit an order for the Products via this Website.  Orders can also be placed in English by calling us on + 44 1372 822218 Monday to Friday (excluding English public and bank holidays) between the hours of 08:00 and 18:00 UK time or faxing us on +44 1372 821599.  The order process set out in clause 3.2 will apply to your order.

3.2          After placing an order for the Products, you will receive an e-mail from us (or in the case where you have not provided us with an email address, another form of written confirmation from us which will be notified to you at the time) 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 a Product.  All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending you an e-mail (or, in the case where you have not provided us with an email address, another form of written confirmation which will be notified to you at the time) that confirms that the Product has been dispatched (the “Dispatch Confirmation”).  The contract between us for the sale of the Product(s) to you (the “Contract”) will only be formed when we send you the Dispatch Confirmation. 

3.3          The Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation.  We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.

3.4          When placing an order for Products for the first time, you will be required to register with us online and complete certain required fields on our online order form. We may do this for you if you are placing your order over the phone or by fax.  We may provide you with and/or ask you to use identifications and passwords and other means for you to be able to access certain areas of the Website, such as your customer-specific account section of the Website ("Secure Access"). Where we do so, it is on the condition that you shall be responsible for ensuring that such Secure Access is kept secure and confidential at all times. You shall comply with all security directions and/or recommendations given by us and inform us immediately if you become aware of or suspect any unauthorised use of the Secure Access or if the Secure Access becomes available to an unauthorised party.  Without prejudice to our other rights and remedies and to the maximum extent permissible by applicable law, we may suspend your access to the Website without liability to you, if in our reasonable opinion, such action is necessary for safeguarding the Website.

3.5          Before you submit your order via the Website, you will be given the opportunity to review your selection, check the total price of your order and correct any input errors.

3.6          We may change the quantity of Products in any order with your agreement.  If you do not agree to any such proposed changes then you will be entitled to reject the order immediately with no penalty or liability.

4      Delivery

4.1          We will aim to fulfil your order by the delivery date set out in the Dispatch Confirmation.  Such delivery dates are estimates only and must not be relied upon.  If no delivery date is specified, then delivery will take place within a commercially reasonable time of the date of the Dispatch Confirmation, unless there are exceptional circumstances.

4.2          The Products will be delivered to the delivery address provided by you at the time of ordering the Products. 

4.3          Where more Products are delivered than were ordered, you shall only be entitled to reject any Products in excess of the quantity ordered.

4.4          We shall be entitled to deliver the Products to you in instalments and each instalment shall be deemed to constitute a separate Contract with us.

4.5          No delay in any delivery of the Products under any order will entitle you to terminate these Terms or any order unless such delay exceeds 30 days due to our sole fault.

4.6          The quantity of any consignment of Products as recorded by us upon despatch from our place of business shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.

4.7          To the maximum extent permitted by applicable law, our liability for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note against any invoice raised for such Products. 

5.       Risk and title

5.1          Risk in the Products will pass to you as from the time of delivery or if for any reason you will not accept delivery of the Products when they are ready for delivery, or we are unable to successfully deliver the Products because you have not provided appropriate instructions or by reason of your other act or omission, risk in the Products will pass to you as from the date when the Products are ready for delivery, in which case the Products will be deemed delivered.

5.2          Title in the Products will only pass to you on the date we receive payment (in full and cleared funds) of all sums due in respect of the Products pursuant to clause 7.

6.             Product Acceptance

6.1          You shall conduct a thorough inspection of the Products on successful delivery and notify us in English and in writing within three business days of such delivery of any patent defects in any of the Products or failure to make correct delivery in accordance with the order. Unless any such notice is received by us, you shall, subject to clause 6.2, be deemed to have accepted the Products at the end of the third business day following successful delivery. 

6.2          Where there is any defect in the Products that is not or would not be evident from any inspection carried out in accordance with clause 6.1, our liability in respect of such Products shall be governed by the terms of clauses 11 and 12.

7.             Price and payment

7.1          The price of the Products will be as quoted in British Pounds Sterling, U.S. Dollars and Euros on this Website, in each case as amended from time to time, except in cases of obvious error. 

7.2          All Product prices are exclusive of VAT (or other equivalent sales tax) and all other taxes which shall, if applicable, be payable by you at the rate prevailing at the relevant time.  If the rate of VAT (or other equivalent sales tax) changes between the date of your order and the date of delivery, we will adjust the VAT (or other equivalent sales tax) you pay, unless you have already paid for the Products in full before the change in VAT (or other equivalent sales tax) takes effect.  You will be required to submit your VAT number (or other equivalent sales tax number) at the time of purchasing any Products from our Website.

7.3          All Product prices are inclusive of delivery and transportation charges except any applicable customs and import duties, taxes, levies and/or charges which may be payable to your local tax authorities upon your receipt of delivery of the Products. You will be responsible for payment of any such amounts.

7.4          Product 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.

7.5          Our Website contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on this Website may be incorrectly priced.  We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you.  If a Product’s correct price is higher than the price stated on this Website, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you that we are rejecting it.

7.6          If the pricing error is obvious and unmistakeable and could have been reasonably recognised by you as an error, we do not have to provide the Products to you at the incorrect (lower) price.

7.7          Where we elect, or are required by applicable law, to issue or make available an invoice, we reserve the right to issue or make available electronic invoices and you agree to such form of invoicing.

7.8          Unless payment for the Products is made by redeeming your Discovery Points pursuant to clause 8, payment for all Products must be made in British Pounds Sterling, US Dollars or Euros (as selected by you) by credit or debit card, details of which will be submitted by you at the time of placing the relevant order.  We accept payment by any of the following cards: Maestro UK / Solo; Visa Debit; Debit MasterCard EEA; Visa Electron; MasterCard Credit; MasterCard Signia; MasterCard Debit Personal International; MasterCard World; Maestro International; Visa Credit; Visa Debit / Visa Electron Personal International; MasterCard Commercial; MasterCard Business; MasterCard Corporate; MasterCard Purchase; MasterCard Fleet; MasterCard Debit Commercial International; Visa Commercial; Visa Business; Visa Commerce; Visa Corporate; Visa Purchasing; Visa Debit Commercial International; JCB.  We will not charge your credit or debit card until we send you the Dispatch Confirmation, except if you hold a customer account with us, in which case we will invoice you for the Products on the same date that we send you Dispatch Confirmation and we will not charge your credit or debit card until 30 days after the date of the Dispatch Confirmation.

7.9          You confirm that the credit or debit card that is being used is yours (or belongs to the entity that you are contracting on behalf of) and that all details you provide to us in respect thereof including, without limitation, name and address details are complete, correct and accurate. You further confirm that the credit or debit card is valid and the inputted payment details correct. All credit or debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of your card refuses to authorise payment we will not accept your order and we will not be liable for any delay or non-delivery and we are not obliged to inform you of the reason for the refusal. To the maximum extent permitted by applicable law, we are not responsible for your card issuer or bank charging you as a result of our processing of your credit or debit card payment in accordance with your order.

7.10        Other than payment for Products made by redeeming your Discovery Points, no payment shall be deemed to have been received by us until we have received payment from you in full and cleared funds.

8.             Discovery Points Scheme

8.1          We run a points reward scheme known as the “Discovery Points Scheme”.  Each Product displayed on this Website has been attributed with a certain number of points (which may vary from time to time) (“Discovery Points”).  Every time you purchase a Product from this Website you will earn Discovery Points and your account will be automatically updated with the relevant number of Discovery Points allocated to that Product.  You may redeem your Discovery Points against the purchase of future Products available on this Website and the number of Discovery Points accrued in your account will be adjusted accordingly.

8.2          Discovery Points have no expiry date but are lost if your account is closed, we decide to close the Discovery Points Scheme (which we shall be entitled to do at any time) or all Contracts entered into by us and you terminate. If your account is closed, the Discovery Points Scheme is closed or all Contracts so-terminate, your right to redeem Discovery Points from your account are lost.  We will not exchange Discovery Points for the equivalent monetary value.

8.3          Redeemed Discovery Points cannot be used again. If any transaction on which Discovery Points are issued or redeemed is cancelled, reversed or not completed, we will reverse the associated Discovery Points movement. If insufficient Discovery Points are available, or we suspect fraud or misconduct, you may not purchase the Products using your Discovery Points and we may be refuse or cancel any attempted order.

8.4          You will be able to view your Discovery Points position including without limitation the Discovery Points collected and redeemed by you by visiting your account. We will correct your account if it is shown to our reasonable satisfaction to be wrong but, unless there are clear records showing this, our decision is final.

8.5          Discovery Points are personal to you and cannot be transferred.  Discovery Points can only be earned, held or redeemed as set out in these Terms (as amended by us from time to time).  Any other use, award, sale, exchange or transfer of Discovery Points, or any attempt to do so, is a breach of these Terms.

9.             Returns

9.1          Subject to the remainder of this clause 9, if you are unhappy with any Product you have purchased from us, you may return it to us and we will exchange it or refund the purchase price of the relevant Product to your account.  Provided that the Product has been ordered from us in good faith and subject to the remainder of this clause 9, we will pay for the reasonable cost of returning the relevant Product to us. 

9.2          Returns of Products will only be accepted if requested by you within 14 business days of successful delivery of the relevant Products.  Any requested returns outside such time may not be accepted by us or may be subject to additional handling and/or freight costs. Return requests should be made by email to aroxa@cara-online.com or by telephone on +44 1372 822 218 Monday to Friday (excluding English bank and public holidays) between the hours of 08:00 and 18:00 UK time.

9.3          In order for a refund to be credited to you, all Products must be returned in the original packaging, in good condition and free from damage, and any packaging must be free from any handwritten information or additional labelling.

9.4          Product exchanges will be dispatched to you or refunds will be issued electronically to your bank account (as the case may be) within a reasonable period of receiving and processing your returned Products.  No cash refunds will be issued for returns.

10.          Your Obligations

10.1        You shall not:

(a)        resell or pass on any Product to any third party without our prior written consent; or

(b)        use any Products for any purpose other than the purpose stated in the relevant written instructions accompanying those Products, 

and you will indemnify us against all actions, claims, demands, costs and expenses arising from a breach of this clause 10.1.

 

10.2        You agree to cooperate fully with us and provide us with such assistance as we may reasonably require in connection with any recalls of any or all of the Products including, without limitation, by immediately ceasing to use any such Products delivered to you if we so-request.

11.          Warranty

11.1        We warrant to you that any Product purchased from us through this Website will be reasonably fit for their intended purpose (as set out in the written instructions accompanying the relevant Product) up until and including the “use by” date stated on the packaging of the relevant Product (“Warranty Period”).  Notice that any of the Products fail to comply with the warranty set out in this clause 11.1 should be sent to us by email to aroxa@cara-online.com or be given to us by telephone on +44 1372 822 218 Monday to Friday (excluding English bank and public holidays) between the hours of 08:00 and 18:00 UK time during the Warranty Period. Such notice should be provided to us in English.

11.2        We do not warrant that the Products have been prepared according to any religious dietary laws, rules or regulations.

11.3        In the event that:

(a)        you give us notice in writing at any time during the Warranty Period that the Products do not comply with the warranty set out in clause 11.1;

(b)        you (if we ask you to do so) return such Products to our place of business at our cost;

(c)        we are given a reasonable opportunity to examine such Products; and

(d)        we agree that the Products do not comply with the warranty in clause 11.1,

we will, at our option, exchange the defective Products, or refund the price of the defective Products to you in full.

 

11.4        To the maximum extent permitted by applicable law and subject to clause 12.1, we will not be liable to you for the Product’s failure to comply with the warranty set out in clause 11.1 in any of the following events:

(a)        you make any further use of such Products after giving notice in accordance with clause 11.3(a);

(b)        the Product is past its “use by” date stated on the relevant Product’s packaging;

(c)        the defect arises because you failed to follow our oral or written instructions as to the storage, use and maintenance of the Products or (if there are none) good practice regarding the same;

(d)        you alter or repair such Products without our prior written consent;

(e)        you have breached clause 10;

(f)         the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements; or

(g)        anything else has occurred which would reasonably invalidate the warranty given in clause 11.1.

 

11.5        Except as provided in this clause 11, subject to clause 12.1, and to the maximum extent permitted by applicable law, we will have no liability to you in respect of the Product's failure to comply with the warranty set out in clause 11.1.

12.          Our liability

12.1        Neither party excludes or limits in any way its liability for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded or limited as a matter of applicable law.

12.2        Subject to clause 12.1 and to the maximum extent permitted by applicable law, we shall in no event be liable to you or to any third party under or in relation to these Terms whether in contract, tort (including without limitation negligence) breach of statutory duty or otherwise for:

(a)        any loss of profits, loss of revenue, loss of business, loss of anticipated savings, business interruption loss, in each case whether direct or indirect; or

(b)        any indirect or consequential loss, damage, costs or expenses arising from or related to these Terms, regardless of the type of claim,

in each case, whether or not such losses are foreseeable, and regardless of the cause, even if we have been advised of (or are otherwise aware of) the possibility of such losses in advance.

 

12.3        Subject to clauses 12.1 and 12.2 and to the maximum extent permitted by applicable law, our total maximum aggregate liability under or in connection with these Terms and each Contract whether arising from breach of contract, tort (including without limitation negligence), breach of statutory duty or otherwise, shall in no event exceed 100% of the price paid or payable by you in respect of the Products comprising that Contract.

12.4        Save as expressly set out in these Terms, we exclude to the fullest extent permitted by applicable law all warranties, conditions, representations and other terms of any kind whatsoever whether express or implied by statute or common law or otherwise. 

13.          Compliance with Applicable Law

13.1        You must comply with all applicable laws and regulations of the country for which the Products are destined.  To the maximum extent permitted by applicable law, we will not be liable for any breach by you of any such applicable laws and regulations.

14.          Proprietary Rights

14.1        You acknowledge and agree that we and/or our licensors own all intellectual property rights and other rights in and to this Website (including without limitation the content available on it); the Products; any Product packaging; and all trade marks, trade names, service marks, brand names, business names, illustrations, images and logos which appear on our Products, Website and packaging, in each case whether registered or not.  Except as expressly stated herein, these Terms do not grant to you any intellectual property rights or any other rights or licences in respect of the Products, this Website or any Product packaging.  All such rights are reserved.

15.          Termination

15.1        Either one of us may terminate any or all Contract(s) made under these Terms upon notice to the other if:

(a)        the other party has committed a material breach of these Terms which is not remedied 30 days after receiving written notice (in English) of the breach, or

(b)        if the other party becomes or is likely to become or is deemed insolvent or has a receiver, administrative receiver or manager appointed in respect of the whole or any part of its assets or business or is unable to pay its debts as they fall due or otherwise ceases or threatens to cease doing business or suffers any similar action in consequence of debt anywhere in the world.

 

15.2        Termination of any or all Contract(s) made under these Terms shall not affect:

(a)        any right or liabilities which have accrued prior to the date of termination; or

(b)        the continuance in force of any provision hereof which expressly or by implication is intended to come into or continue in force after termination including clauses 2.1, 5, 7, 8.2, 10, 11, 12, 14, 15.2, 16 to 20 (inclusive), 26 and 27.

 

16.          Confidentiality

16.1        Neither party shall disclose the Confidential Information of the other party without the other party’s prior written consent.

16.2        Each party shall keep the other party’s Confidential Information confidential and secure, and shall promptly inform the other party as soon as it becomes aware of any breach of this clause 16.

16.3        Clause 16.1 shall not apply to a disclosure of Confidential Information where the party disclosing that Confidential Information is: (i) reasonably required to be disclosed for the legitimate purposes of the performance of these Terms and/or use of the Products; (ii) required to make the disclosure by law or pursuant to any order of court or other competent authority, regulator or tribunal; (iii) required to do so by any applicable stock exchange regulations or the regulations of any other recognised market place; or (iv) the information is disclosed to its professional advisors who are bound by confidentiality obligations no less onerous than those contained in this clause 16.  If a party becomes required, in circumstances contemplated by (ii) or (iii) to disclose any information, the disclosing party shall use its reasonable endeavours to consult with the other party prior to any such disclosure.

16.4        For the purposes of this clause 16, the term “Confidential Information” means, in respect of either party, any information in any form directly or indirectly belonging or relating to that party, its affiliates, customers, suppliers and its or their business or affairs, including without limitation any information which that party might reasonably expect to be regarded as confidential, and the existence, terms and subject matter of these Terms.

17.          Privacy and Data Protection

17.1        We collect personal information about you through and in connection with your use of our Website and/or your use and purchase of our Products.  All information that we collect about you is subject to our Privacy Policy, which forms part of these Terms.

17.2        If we process any personal data on your behalf when performing our obligations under these Terms, the parties record their intention that you shall be the data controller and we shall be a data processor, and in any such case:

(a)        you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you are located in order to perform our obligations under these Terms; 

(b)        you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with these Terms and applicable data protection legislation on your behalf;

(c)        you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

(d)        we shall process the personal data only in accordance with these Terms and any lawful instructions reasonably given by you from time to time; and

(e)        we will take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data or its accidental loss, destruction or damage.

 

18.          Notices

18.1        All notices given by you to us must be given to Cara Technology Limited at aroxa@cara-online.com in English.  We may give notice to you at either the e-mail or postal address you provide to us when placing an order.  Notice will be deemed received and properly served 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.

19.          Transfer of rights and obligations

19.1        The Contract and these Terms between you and us are binding on you and us and on our respective successors and assignees. 

19.2        You may not transfer, assign, charge or otherwise dispose of a Contract or these Terms, or any of your rights or obligations arising under them, without our prior written consent. 

19.3        We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract or these Terms, or any of our rights or obligations arising under them, at any time.

20.          Events outside our control

20.1        We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under any Contract or these Terms that is caused by events outside our reasonable control (a “Force Majeure Event”). 

20.2        A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

(a)        strikes, lock-outs or other industrial action;

(b)        civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(c)        fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

(d)        impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

(e)        impossibility of the use of public or private telecommunications networks;

(f)         the acts, decrees, legislation, regulations or restrictions of any government; and/or

(g)        pandemic or epidemic.

 

20.3        Our performance under any Contract or these Terms 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 commercially reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract or these Terms may be performed despite the Force Majeure Event.

21.          Waiver

21.1        If we fail, at any time, to insist upon strict performance of any of your obligations under the Contract or any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract or these Terms, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.

21.2        A waiver by us of any default will not constitute a waiver of any subsequent default.

21.3        No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 18 above.

22.          Severability

If any court or competent authority decides that any of the provisions of these Terms or any provisions of a Contract are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by applicable law.

23.          Entire agreement

23.1        These Terms constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.

23.2        We each acknowledge that, in entering into a Contract or these Terms, neither of us relies on any representation or warranty (whether made innocently or negligently) that is not set out in these Terms.

23.3        Each of us agrees that, to the maximum extent permitted by applicable law, our only liability in respect of those representations and warranties that are set out in these Terms (whether made innocently or negligently) will be for breach of contract.

23.4        Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

24.          Our right to vary these terms and conditions

24.1        We have the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities or for any other reason. 

24.2        You will be subject to the policies and the version of the Terms in force at the time that you order Products from us, unless any change to those policies or Terms is required to be made by applicable law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or Terms before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to those policies and Terms, unless you notify us to the contrary in English within seven business days of receipt by you of the Products).

25.          Independent Contractors

25.1        Nothing in these Terms shall be:

(a)        deemed to constitute a partnership, joint venture, representative or agency relationship between the parties hereto; or

(b)        construed or have effect as constituting any relationship of employer and employee between the parties.

 

25.2        Neither party shall have the authority to bind or pledge the credit of, or oblige the other in any way without obtaining the other’s prior written consent.

26.          Law and jurisdiction

Contracts for the purchase of Products through our Website and these Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including without limitation non-contractual disputes or claims) will be governed by English law.  Any dispute or claim arising out of or in connection with such Contracts or their formation and these Terms (including without limitation non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England. 

27.          Third party rights

27.1        A person who is not party to a Contract or these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999 (as amended or re-enacted from time to time) or any applicable analogous legislation.  Neither party shall be required to notify or obtain the consent of any third party in order to rescind or vary a Contract or these Terms.