General Conditions of Sale

PARTIES:

In these General Conditions of Sale, “ESPA” means Espa International (UK) Limited of ESPA House, Crosby Way, Farnham, Surrey, GU9 7XX (company number 02742156) (VAT No.591862309) and “you” means the person, Company or Trading Entity to whom ESPA branded products, (“Products”), are to be supplied and these General Conditions of Sale shall be interpreted accordingly.

TERMS OF USE:

Your access to and use of www.espaonline.com ("the Website") is governed by the Web Terms and Conditions located at http://www.espaonline.com/termsandconditions; the Privacy Policy located at http://www.espaonline.com/termsandconditions/privacypolicy.cfm and these General Conditions of Sale (together the “Terms”). You agree to access, use and place all orders via the Website in accordance with the Terms.

CHANGES TO GENERAL CONDITIONS OF SALE:

ESPA reserves the right to amend (temporarily or otherwise) the General Conditions of Sale without giving you prior notice. It is your responsibility to read the General Conditions of Sale on each occasion you place an order via the Website. Your continued use of and placement of orders via this Website shall signify your acceptance to be bound by the latest General Conditions of Sale.

ORDERING ERRORS:

You are able to correct errors to your order at any point until you click on the submit button on the final page of the ordering process. Once you have completed the ordering process by clicking on the submit button, you will be unable to rectify any errors that you may have made during the ordering process.

DELIVERY:

1. Delivery is charged per order for all mainland UK addresses at a rate determined in accordance with your choice of delivery method. Delivery charges vary for overseas orders and are confirmed prior to you clicking submit on the final page of the ordering process. Products are subject to availability and ESPA shall use its reasonable endeavours to supply the Products ordered by you in a timely manner. In the event that ESPA is unable to supply any requested Product, ESPA shall inform you of this as soon as reasonably practicable and offer an alternative Product of equal type, quality and value to the Product you ordered. Alternatively you can request ESPA refund the cost of such Product.
2. In the event that a particular Product is out of stock we will not deliver your order, including any Products that are in stock, for the first 7 days. Upon the expiry of 7 days, if a Product that is part of your order is still not in stock, we will send the rest of the order that is in stock. If the outstanding Product comes into stock within 30 days from the date of the order we shall deliver it to you. Any delay in delivery of the Products not occasioned by a Force Majeure event (as defined below) shall not entitle you to terminate or rescind an order for Products unless such delay exceeds 30 days.
3. ESPA shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, loss of profits, loss of business, depletion of goodwill and like loss, costs and damages, charges or expenses) caused directly or indirectly by any delay in the delivery of any Products ordered by you, even if caused by ESPA's negligence.

ACKNOWLEDGMENT OF YOUR ORDER:

Upon receiving your order, we will send you an email confirming receipt. Our confirmation of your order shall constitute a binding contract between you and ESPA.

RIGHT OF CANCELLATION:

You have the right to cancel your order within 7 working days of receipt of the Products. Although we are a customer-orientated company, please understand that we are unable to use Products returned other than in perfect condition and therefore any opened Products or Products where the tamper sticker is broken or damaged cannot be returned for a refund. The cost of returning any Products shall be at your expense unless the Products are damaged or faulty.

PAYMENT:

All prices quoted on the Website are inclusive of VAT but exclude delivery charges unless expressly stated to the contrary. Payment can be made by any method stated in the Payment section of the Website. Payment is taken from your credit/debit card upon ESPA receiving your order. All holders of credit/debit cards are subject to authorisation by the card issuer and Protx Limited. The total cost of your order is the price of the Products as set out on the Credit cards section of the Website. Title to any Products you order on this website shall pass to you on delivery provided that we have received full payment for those Products.

FAULTY/DAMAGED PRODUCTS:

1. Any claim for damaged Products purchased by you must be notified to ESPA in writing within seven working days of you receiving those Products. Upon receipt of your written notification of damaged Products, ESPA will contact you to ascertain the extent of the damage. Products may only be returned to ESPA outside of the seven working day cancellation period set out above with ESPA's prior authorisation.
2. Upon authorising a return, ESPA will issue a Returns Goods Authorisation Number which should be used as a reference and displayed clearly on the outer shipping carton of the returned goods. You shall be responsible for the safe packaging of the returned Products. Such Products must be returned within 14 days of their receipt to the address from which they were initially despatched, or such other UK address as ESPA may notify to you. Any returned Products shall remain at your risk until ESPA has received and inspected them. Upon acceptance of any returned Products, ESPA shall within 28 days refund your credit/debit card in an amount equal to the price of the faulty/damaged Products and the cost of returning the faulty/damaged Products by second class post.
3. No refunds will be given for unauthorised returns and ESPA reserves the right to re-consign any unauthorised returns to you and charge you an additional handling and postage charge equivalent to the original cost of delivery. ESPA will not give any refund for any Products that are received more than 28 days after their original despatch.

LIABILITY:

1. Nothing in these General Conditions of Sale shall operate to exclude or limit the liability of ESPA for death or personal injury caused by the negligence or fraudulent misrepresentation of ESPA or any of its employees or agents.
2. Subject to 1 above, ESPA shall have no liability in respect of any loss or damage arising directly or indirectly as a result of you failing to use any Products in accordance with any instructions or warnings provided by ESPA or failing to draw such instructions or warnings to the attention of your customers, where appropriate.
3. Subject to 1 above, ESPA will not be liable, whether in contract, tort (including, without limitation, negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with these General Conditions of Sale for any:
• Economic losses (including without limitation loss of revenues, data, profits, contracts, business or anticipated savings); or
• Loss of goodwill or reputation; or
• Special or indirect losses suffered or
• Losses arising out of or in connection with the provisions of any matter under these General Conditions of Sale.
4. Notwithstanding the above, ESPA's aggregate liability (whether in contract, tort or otherwise) for loss or damage shall in any event be limited to the total price paid by you for the Products in relation to which the liability arose.
5. This clause does not affect your statutory rights as a consumer, nor does it affect your contract cancellation rights.

INDEMNITY:

1. Subject to you complying with the provisions of this clause, ESPA agrees to indemnify you and keep you indemnified from and against all costs, claims, demands, liabilities, expenses, damages or losses arising out of any claim by a third party against you as a direct result of or in connection with any alleged defect in any product supplied to you by ESPA. When any third party makes a claim against, or notifies you of an intention to make a claim against you, which may reasonably be considered as likely to give rise to a liability under the indemnity contained in this clause, you shall: (1) within 7 days of your becoming aware of such a claim or intention give written notice of that matter to ESPA, specifying in reasonable detail the nature of the said claim; (2) not make any admission of liability, agreement or compromise in relation to the said claim without the prior written consent of ESPA; (3) give ESPA and/or its professional advisers reasonable access to all relevant records within your power or control so as to enable ESPA and/or its professional advisers to examine such claim or potential claim including, without limitation, the right to take copies at ESPA’s and/or its professional advisers own expense for the purpose of assessing the merits of the said claim; and (4) take all such actions as ESPA and/or its professional advisers may reasonably request to avoid, dispute, resist, compromise or defend the said claim.
2. You agree to fully indemnify, defend and hold ESPA, its directors, employees or agents harmless from and against all costs, claims, demands, liabilities, expenses, damages or losses arising out of any claim by a third party against ESPA as a direct result of or in connection with any breach of the Terms by you or any other liabilities arising out of your use of this Website, or the use of this Website by any third party using your customer registration details.

FORCE MAJEURE:

ESPA reserves the right to defer the date of delivery, cancel a delivery or reduce the volume of Products ordered by you (without liability to you) if it is prevented from or delayed in carrying out its business due to circumstances beyond its reasonable control (“Force Majeure”). If any event or circumstance of Force Majeure continues for an uninterrupted period of 3 months or more then either party may terminate any outstanding orders for the Products forthwith on notice to the other.

OWNERSHIP OF PRODUCTS:

Products are not supplied on a sale or return basis. The risk of loss or damage to the goods shall pass to you upon delivery.

CUSTOMER DETAILS:

All personal data shall be processed by ESPA in accordance with the Privacy Policy located at http://www.espaonline.com/termsandconditions/privacypolicy.cfm. In any event, all credit/debit cardholders are subject to validation checks and authorisation by the card issuer and Protx Limited. We will not be liable for any delays to your order this may cause. Such information may be retained by Protx Limited for future validation enquiries by other organisations.

ASSIGNMENT:

You may not assign, sub-contract or otherwise transfer any of the rights or obligations you have under these General Conditions of Sale unless ESPA agrees to such transfer in writing. ESPA reserves the right to assign, sub-contract, novate or otherwise transfer these General Conditions of Sale or any related contract to any third party.