Terms and Conditions
1. DEFINITIONS AND INTERPRETATION
In these Conditions (as defined herein) the following expressions shall have the meanings here ascribed to them unless the context requires otherwise:
* “the Customer” is the person responsible for authorising the order and agreeing to the terms of the sale.
* “the Person Requesting the Order” is the person who has requested that the Goods are ordered (e.g. the dietitian, nurse, GP).
* “the Company” and “the Supplier” is Nutrition and Diet Resources UK (NDR-UK), a company limited by guarantee in Scotland (company number SC364677) with registered office at Baltic Chambers, 50 Wellington Street, Glasgow G2 6HJ. VAT number .
* “the Goods” are the goods (including any instalment of the goods or any parts for them) which the Company and the Supplier are to supply in accordance with these Conditions.
* “the Conditions” are the standard terms and conditions of sale set out in this document and include any special terms and conditions agreed in writing between the Company and the Customer.
* “the Contract” is the contract for the purchase and sale of the Goods (order details with payment method, purchase order, cheque, credit/debit, BACs) together with these Conditions.
* “the Website” is ndr-uk.org.
2. BASIS OF THE SALE
2.1 The Company shall sell, and the Customer shall purchase the Goods in accordance with prices noted on the Website on the day that the order is received by the Company. Any specific alteration to the price due to special offer or discount shall have unique terms written for approval between both the Company and the Customer.
2.2 No variation to these Conditions shall be binding unless previously agreed in writing between the authorised representatives of the Customer and the Company’s CEO/Board.
2.3 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
3.1 No order submitted by the Customer shall be deemed to be accepted by the Company until full details of the Customer and Person Requesting the Order are received with appropriate payment method instruction.
3.2 If the Company is unable to fulfil the order due to inadequate stock, the Company will advise the Customer prior to available Goods being dispatched. The order will be dispatched with the available Goods and the Company will adjust billing/payment appropriately.
3.3 The Customer shall be solely responsible to the Company for ensuring the accuracy of the order (including, but not limited to, number of packs and specific order details).
3.4 If the Customer wishes to change to their order, the Customer should contact the Company at [firstname.lastname@example.org]. The Company will let the Customer know if the change is possible. If it is possible, the Company will let the Customer know about any changes to the price of the Goods, the timing of supply or anything else which would be necessary as a result of the requested change and ask the Customer to confirm whether they wish to go ahead with the change.
3.5 The images of the Goods on the Website are for illustrative purposes only. Although the Company have made every effort to display the colours accurately, the Company cannot guarantee that a device's display of the colours accurately reflects the colour of the Goods. The Goods may vary slightly from those images.
3.6 The Company reserves the right to withdraw any product and to modify the design or content of its products without previous notice.
4. PRICE OF THE GOODS
4.1 The price of the Goods (hardcopy and licenses) shall be the price quoted on the Website. All prices quoted are valid for fourteen (14) days only, after which time they may be altered by the Company without giving notice to the Customer.
4.2 Quoted prices exclude all postage and packing costs for hardcopy resources.
4.3 Payment can be made using cheque, credit/debit card (via Paypal) or bank transfer.
4.4 Credit/debit card payments are subject to 4% surcharge on the total.
4.5 Guarantee of payment via purchase order is accepted at the discretion of the Company.
4.6 The price of hardcopy resources is inclusive of any applicable value added or other sales tax.
4.7 The price of a license is for unlimited access for a continuous twelve (12) month period from the date of purchase. These prices are subject to VAT.
5. TERMS OF PAYMENT
5.1 The Supplier will invoice the Customer for the price of the Goods on or at any time after delivery of the Goods.
5.2 The Customer shall pay the price of the delivered Goods (less any discount agreed in writing between the parties, but without any other deduction) within thirty (30) days from the date of the Supplier’s invoice (unless otherwise agreed in writing between the parties).
5.3 If the Customer fails to make payment on the due date then:
5.3.1 The Supplier shall be entitled to charge the Customer interest at the rate of 5% per annum above Bank of England the base rate at the current time from the date when payment becomes due until the date of payment.
5.3.2 Without prejudice to any other right or remedy available to the Supplier, the Supplier shall be entitled to cancel the Contract or suspend any further deliveries of the Goods to the Customer if payment and/or charges are not received within three (3) months.
6.1 Example delivery charges:
6.2 Delivery of the Goods shall be made by the Supplier delivering or procuring the delivery of the Goods to the Customer’s premises or such other address as is notified to the Company in advance of delivery.
6.3 Each delivery will be signed for as a proof of delivery. The Customer must accept that delivery occurred upon demonstration of proof of delivery by the Supplier or the Supplier’s procured delivery team.
6.4 The Supplier aims to deliver all full orders to Mainland UK (excluding Scottish Highlands and Islands) within five to seven (5-7) working days. Notwithstanding this: (i) if orders are incomplete or contain errors or misinformation, there may be delays to resolve related queries; and (ii) orders to Highlands, Islands, remote and international locations may take longer - please contact the Supplier at [email@example.com] for more advice.
6.5 Any dates quoted for delivery of the Goods are approximate and the Company shall not be liable for any delay in delivery of the Goods however caused.
6.6 If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions, the Company may store the Goods until actual delivery, and charge the Customer for reasonable re-delivery costs.
6.7 The Goods will be the Customer’s responsibility from the time the Goods are delivered to the Customer’s address or from the time the Customer collects the Goods from the Supplier.
6.8 The Customer will own the Goods once the Supplier has received payment in full.
7. RETURNS, CANCELLATIONS AND SUBSTITUTIONS
7.1 The Customer has thirty (30) days to dispute the Goods delivered from the date of delivery. If after this time no dispute is made, the Customer is liable to pay the full amount on the invoice.
7.2 Sometimes the Goods’ specifications may change, in which case the Company will do their best to offer the Customer a similar alternative. If the Customer is not happy with the replacement or substitute, the Customer can return it in accordance with the Company’s thirty (30) day money back guarantee noted at 7.1 above.
7.3 The Customer will be able to cancel any outstanding part-orders in writing to the Company.
8. WARRANTIES, LIABILITY AND INDEMITY
8.1 The Company does not warrant that the Goods will meet the individual’s dietary, health or medical requirements. Members of the public should always consult a suitably qualified dietitian or GP if they are concerned about their health or diet.
8.2 The Company warrants that the Goods will:
8.2.1 conform in all material respects with their description;
8.2.2 be free from material defects in design, material and workmanship;
8.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
8.2.4 be fit for any purpose held out by the Company.
8.3 The Company will not be liable for the Goods’ failure to comply with the warranty in 8.1 if:
8.3.1 the Customer makes any further use of such Goods after notification in accordance with 8.4;
8.3.2 the defect arises because the Customer failed to follow the Company’s oral or written instructions as to the storage and use of the Goods;
8.3.3 the Customer alters the Goods without the Company’s written consent; or
8.3.4 the defect arises as a result of fair wear and tear, wilful damage, or negligence.
8.4 Any claim by the Customer which is based on any defect in the quantity, quality or condition of the Goods or their failure to correspond with the sample provided on the Website shall be notified to the Company at the earliest point of notice. The Customer shall be entitled to return the Goods and the Company shall reimburse any payment made by the Customer.
8.5 Nothing in these Conditions shall limit or exclude the Company’s liability for:
8.5.1 death or personal injury caused by the Company’s negligence, or the negligence of the Company’s employees, agents or subcontractors (as applicable);
8.5.2 fraud or fraudulent misrepresentation;
8.5.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
8.5.4 defective products under the Consumer Protection Act 1987; or
8.5.5 any matter in respect of which it would be unlawful for the Company to exclude or restrict liability.
8.6 Subject to 8.5:
8.6.1 the Company shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any Contract; and
8.6.2 the Company’s total liability to the Customer for all other losses arising under or in connection with any Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by the Customer for the Goods under such Contract.
8.7 The Company shall not be liable to members of the public who receive Goods via their health professional or any other third party. It is the sole responsibility of the person issuing the Goods to the public to ensure it is suitable for use and application by the receiving member of the public.
8.8 Access to licenses (electronic resources) should always be made through the Website, to ensure use of the most up-to-date version.
9. INTELLECTUAL PROPERTY
9.1 The Customer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in the Goods and all materials and content made available on this Website shall remain at all times vested in the Company. 9.2 The Customer is only permitted to use the Goods and this Website as expressly authorised by the Company.
9.3 The Customer may not (and may not assist or facilitate any third party to) do any of the following without prior written permission from the Company:
9.3.1 copy or reproduce the Goods and materials and content made available on this Website other than in accordance with the Company’s copyright notice;
9.3.2 modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivate works from, distribute, perform, display, or in any way exploit all or any part of the Goods and materials and content made available on this Website (including use as part of any library, archive or similar service); and
9.3.3 remove the copyright or trade mark notice from any Goods and materials and content made available on this Website.
9.4 The Customer acknowledges and agrees that the Goods and material and content contained within this Website are made available for the Customer’s personal non-commercial use only. The Customer further acknowledges that any other use of the Goods and material and content of this Website is strictly prohibited.
9.5 Any use of the Goods and materials and content made available on this Website not specifically permitted above is expressly prohibited. Requests for permission for other uses may be sent to the Company’s CEO/Board at [firstname.lastname@example.org].
9.6 Detection of misuse will lead the Company to take action against the Customer at fault.
10.1 It is the sole responsibility of the (suitably qualified health and care professional) Customer issuing the Goods to the public to ensure it is suitable for use and application by the receiving member of the public.
10.2 CD resources carrying images used in Goods are to be used to support the delivery of the Goods only (for example, in PowerPoint presentations for group sessions). These images should not be used to create identical or similar goods.
10.3 Detection of misuse will lead the Company to take action against the Customer at fault.
11. OTHER IMPORTANT TERMS
11.1 The Company may transfer the Contract or its rights and obligations under the Contract to someone else.
11.2 The Customer needs the Company’s consent in writing to transfer the Contract or their rights and obligations under the Contract to someone else.
11.3 Nobody else has any rights under the Contract. The Contract is between the Company and the Customer.
11.4 If a court finds part of the Contract illegal, the rest will continue in force. Each paragraph of the Contract operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
11.5 Even if the Company delays in enforcing the Contract, the Company can still enforce it later. If the Company does not insist immediately that the Customer does anything they are required to do under the Contract, or if the Company delays in taking steps against the Customer in respect of their breaking the Contract, that will not mean that the Customer does not have to do those things and it will not prevent the Company taking steps against the Customer at a later date (for example, if the Customer misses a payment and the Company does not chase the Customer but the Company continues to provide the Goods, the Company can still require the Customer to make the payment at a later date).
11.6 The Contract is governed by Scots law and the parties can bring legal proceedings in respect of the Contract in the Scottish courts.