Terms and Conditions

This document (“Website Terms”) (together with our Privacy and Cookies Policy) sets out the legal terms and conditions (“Terms”) which govern the access and use of www.sophie-green.com (“the Website”) and on which Sophie Green agrees to sell the products listed (“the Products”) on our Website.

These Terms will apply to any contract between you and us for the sale of Products purchased through our Website. Please read these Terms carefully and note that by ordering any of our Products you agree to be bounds by the Terms and all other documents expressly referred to within these Terms.

We reserve the right to vary these Terms from time to time.

 

1. Interpretation

In these Terms, the following definitions shall apply:

  • Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

  • Contract: the contract between the Supplier and the Customer for the sale and purchase of the Products in accordance with these Terms.

  • Customer: the person or firm who purchases the Products from the Supplier.

  • Force Majeure Event: has the meaning given in clause 16.

  • Order: the Customer's online order for the Products.

  • Products: the products listed on our Website which are available to buy online.

  • Specification: any specification provided to the Supplier detailing any customisation of the Products as part of the Order.

  • Supplier: Sophie Green

 

2. Information About Us

www.sophie-green.com is a site operated by Sophie Green. Our main trading address is 6th Floor, Gostins Building, 32-36 Hanover Street, Liverpool L1 4LN

 

3. How We Use Your Personal Information

We shall use your personal information in accordance with our Privacy and Cookies Policy. Please read this Policy carefully, as this Policy sets out how we use information provided by you.

 

4. Website copyright

All content included on this site such as text, graphics, logos, button icons, images, audio clips, digital downloads and software are all owned by the Supplier or is used by the Supplier with permission of the copyright holder. All content is protected by international copyright laws.

In particular, you must not:

  • republish material from this website (including republication on another website);

  • sell, rent or sub-license material from the website;

  • show any material from the website in public;

  • reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;

  • edit or otherwise modify any material on the website; or

  • redistribute material from this website (except for content specifically and expressly made available for redistribution).

Where content is specifically made available for redistribution, it may only be redistributed within your organisation.

 

5. Contract Formation

5.1 An order for one of more of our Products can be made by following the online instructions on our Website, adding Products to your basket, proceeding to Online Checkout, and making a payment by credit or debit card through our secure payment services gateway. Please take time to check your Order and any associated Specification for any errors or omission prior to proceeding to Online Checkout.

5.2 After you have submitted an Order to us, you will receive an email acknowledging safe receipt of the Order (“Acknowledgment Email”). The Acknowledgement Email will confirm the details of your Order, including shipment method, payment details and anticipated lead time.

5.3 All payments are processed by our payment service provider. Once your payment has been processed you will receive an email confirming this (“Payment Confirmation”).

5.4 The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

5.5 Please note that receipt of the Acknowledgement Email or Payment Confirmation does not constitute acceptance of your Order by us. The Order constitutes an offer by the Customer to purchase the Products in accordance with these Terms.

5.6 An Order placed by you is subject to acceptance by us in the form of email confirmation that we are processing your Order and that the Products are being despatched (“Despatch Confirmation”), at which point the Contract is formed and becomes legally binding on both parties.

5.7 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because of an error in the price on our site, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Products, we will refund you the full amount as soon as possible.

5.8 We may choose not to accept your Order for any reason whatsoever, and we will not be liable to you or to anyone else in those circumstances.

 

6. Products

6.1 The Products are described on each of the relevant product pages.

6.2 Images of the Products on our website are illustrative purposes only. Although we have made every effort to portray the Products on the Website accurately, slights variations in size, colour or other material characteristics may occur.

6.3 To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, it shall be the responsibility of the Customer to ensure that any such Specification is free from errors and/or omissions, and we shall not be liable for any such errors and/or omissions.

6.4 To the extent that the Products are to be manufactured in accordance with a Specification supplied by the Customer, the Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Supplier's use of the Specification. This clause shall survive termination of the Contract.

6.5 The Supplier reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

 

7. Delivery

7.1 The Supplier shall ensure that all deliveries of the Products are accompanied by a delivery note which shows the date of the Order, relevant Customer reference numbers, and the type and quantity of the Products.

7.2 The Supplier shall deliver the Products to the location set out in the Order (“Delivery Location”). Delivery of the Products shall be completed on the Products' arrival at the Delivery Location.

7.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

7.4 If the Supplier fails to deliver the Products, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement Products of similar description and quality in the cheapest market available, less the price of the Products. The Supplier shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

 

8. International Delivery

8.1 We deliver to the countries listed outside of the UK at an additional cost. However there are restrictions on some Products for certain International Delivery Destinations, so please review the information on that page carefully before ordering Products.

8.2 If you order Products from our site for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination.  Please note that we have no control over these charges and we cannot predict their amount.

8.3 You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.

8.4 You must comply with all applicable laws and regulations of the country for which the Products are destined.  We will not be liable or responsible if you break any such law.

 

9. Quality

9.1 The Supplier warrants that on delivery, and for a period of 3 months from the date of delivery (warranty period), the Products shall:

  • (a) conform in all material respects with their description;

  • (b) be free from material defects in design, material and workmanship; and

  • (c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)

9.2 Subject to clause 9.3, if:

  • (a) the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 9.1;

  • (b) the Supplier is given a reasonable opportunity of examining such Products; and

  • (c) the Customer (if asked to do so by the Supplier) returns such Products to the Supplier's place of business at the Supplier's cost,

  • the Supplier shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full.

9.3 The Supplier shall not be liable for Products' failure to comply with the warranty set out in clause 9.1 in any of the following events:

  • (a) the Customer makes any further use of such Products after giving notice in accordance with clause 9.2;

  • (b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Products or (if there are none) good trade practice regarding the same;

  • (c) the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;

  • (d) the Customer alters or repairs such Products without the written consent of the Supplier;

  • (e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working Terms; or

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

9.4 Except as provided in this clause 9.4, the Supplier shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 9.1.

9.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

9.6 These Terms shall apply to any repaired or replacement Products supplied by the Supplier.

 

10. Title and Risk

10.1 The risk in the Products shall pass to the Customer on completion of delivery.

10.2 Title to the Products shall not pass to the Customer until the Supplier has received payment in full (in cash or cleared funds) for:

  • (a) the Products; and

  • (b) any other Products or services that the Supplier has supplied to the Customer in respect of which payment has become due.

10.3 Until title to the Products has passed to the Customer, the Customer shall:

  • (a) hold the Products on a fiduciary basis as the Supplier's bailee;

  • (b) store the Products separately from all other Products held by the Customer so that they remain readily identifiable as the Supplier's property;

  • (c) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;

  • (d) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

  • (e) notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.2; and

  • (f) give the Supplier such information relating to the Products as the Supplier may require from time to time, but the Customer may resell or use the Products in the ordinary course of its business.

10.4 If before title to the Products passes to the Customer the Customer becomes subject to any of the events listed in clause 14.2, or the Supplier reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided that the Products have not been resold, or irrevocably incorporated into another product, and without limiting any other right or remedy the Supplier may have, the Supplier may at any time require the Customer to deliver up the Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

 

11. Price and Payment

11.1 The price of the Products shall be the price as set out on our Website at the time and date of ordering.

11.2 Occasionally, errors may be displayed on the Website which result in Product’s being either incorrectly priced or described, in which case we will not obliged to supply the Products at the incorrect price or in accordance with the incorrect description, or at all.

11.3 The price of delivery will be calculated based on the weight of the Products ordered, and will be displayed on screen for the Customer’s review and confirmation prior to placing of any Order.

11.4 The price of the Products is exclusive of amounts to be added in respect of value added tax (VAT).

11.5 Only in circumstances where the Customer has been granted a credit account in relation to any Order placed on the Website, the Supplier may invoice the Customer for the Goods on or at any time after the completion of delivery, provided that:

  • (a) The Customer shall pay the invoice in full and in cleared funds within 30 Business Days of the date of the invoice. Payment shall be made to the bank account nominated in writing by the Supplier. Time of payment is of the essence;

  • (b) if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment (due date), then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above HSBC Bank Plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

  • (c) The Customer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.

 

12. Cancellation, Returns and Refunds

12.1 Prior to the full or partial despatch of an Order customised further to a Specification, the Customer may give notice in writing to the Supplier that it wishes to cancel the Order. Upon receipt of any such notice, the Supplier shall arrange for a refund of any payment made by the Customer within a reasonable timescale, subject to the discretion of the Supplier to retain up to 20% of the value of the Order as a cancellation fee to cover any administration and incidental expenses incurred by the Supplier.

12.2 Subject to Clause 9 and Clause 12.3, due to the security nature of the Products, the Supplier is not able to offer returns and/or refunds relating to an Order for Products which the Supplier has despatched from its, or any third parties’, warehouse.

12.3 This clause 11.3 only applies if the Customer is a Consumer

Where the Customer is a Consumer, as defined by the Consumer Contracts Regulations 2013 and all subsequent amending legislation, the Customer has a right to cancel an Order within the period of seven working days, beginning on the day after we send the Despatch Confirmation, provided that:

  • (a) if the Customer is in possession of the Products, they must retain and take reasonable care of them, including storing the Products in a suitable place; and

  • (b) the Customer covers the costs of returning the Products back to the Supplier’s trading address noted at the top of these Terms.

12.4 The right of cancellation as noted in clause 10.3 does not apply to an Order customised further to a Specification, or to an Order for Products which by their nature cannot be returned or are liable to deteriorate or expire rapidly.

 

13. Entire Agreement

13.1 These Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

13.2 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.

13.3 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.

 

14. Customer's Insolvency or Incapacity

14.1 If the Customer becomes subject to any of the events listed in clause 14.2, or the Supplier reasonably believes that the Customer is about to become subject to any of them and notifies the Customer accordingly, then, without limiting any other right or remedy available to the Supplier, the Supplier may cancel or suspend all further deliveries under the Contract or under any other contract between the Customer and the Supplier without incurring any liability to the Customer, and all outstanding sums in respect of Products delivered to the Customer shall become immediately due.

14.2 For the purposes of clause 14.1, the relevant events are:

  • (a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

  • (b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors [other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer];

  • (c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

  • (d) (being an individual) the Customer is the subject of a bankruptcy petition or order;

  • (e) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within [14] days;

  • (f) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;

  • (g) (being a company) a floating charge holder over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;

  • (h) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;

  • (i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(a)to clause 14.2(h) (inclusive);

  • (j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or substantially the whole of its business;

  • (k) the Customer's financial position deteriorates to such an extent that in the Supplier's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

  • (l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

14.3 Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

 

15. Limitation of Liability

15.1 Nothing in these Terms shall limit or exclude the Supplier's liability for:

  • (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

  • (b) fraud or fraudulent misrepresentation;

  • (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;

  • (d) defective products under the Consumer Protection Act 1987; or

  • (e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.

15.2 Subject to clause 15.1:

  • (a) the Supplier shall under no circumstances whatever 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 the Contract; and

  • (b) the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 100% of the price of the Products.

 

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather Terms, or default of suppliers or subcontractors.

 

17. General

17.1 Notices.

  • (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post, recorded delivery, commercial courier, fax or e-mail.

  • (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.1(a); if sent by pre-paid first class post or recorded delivery, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

  • (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17.2 Severance.

  • (a) If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

  • (b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

17.3 Waiver. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

17.4 Third party rights. A person who is not a party to the Contract shall not have any rights under or in connection with it.

17.5 Variation. Except as set out in these Terms, any variation to the Contract, including the introduction of any additional terms and Terms, shall only be binding when agreed in writing and signed by the Supplier.

17.6 Governing law and jurisdiction. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.