TERMS & CONDITIONS
This site, http://www.bloomfieldflowerstore.com, (the "Site") is provided by Bloomfield Flower Store Ltd and whose registered address is at New Covent Garden Market, Battersea Park Road, London SW8 5NQ, United Kingdom (the "Company").
These Conditions shall be deemed to be incorporated into every contract entered into by Bloomfield Flower Store Ltd (“the Company”) to sell goods and shall, notwithstanding any statement to the contrary contained in any communications by the person firm or company with whom any contract to sell goods is made by the Company (“the Customer”), prevail over any conflicting or inconsistent terms and Conditions contained in any order, email, fax, letter, or form of contract sent by the Customer to the Company or any other communication between the Customer and the Company whatsoever and whatever their respective dates unless or to the extent that any variation of these Conditions shall be expressly agreed in writing and signed by one of the Company’s directors.
1. ACCESS TO THE SITE
1.1. Access to and use of the Site is subject to the following terms. Please read them carefully before using the Site.
1.2. By using the Site you agree to be legally bound by these terms, which shall take effect immediately on your first use of the Site. If you do not agree to be legally bound by all the following terms please do not access and/or use the Site.
1.3. Access to the Site is permitted on a temporary basis, and we reserve the right to withdraw the service we provide without notice. We will not be liable if for any reason our site is unavailable at any time for any period.
2. CHANGES TO THESE TERMS
2.1. The Company may change these terms at any time by posting changes online. Please review these terms regularly to ensure you are aware of any changes made by the Company. Your continued use of the Site after changes are posted means you agree to be legally bound by these terms as updated and/or amended.
3. USE OF THE SITE
3.1. You are permitted to print and download extracts from the Website for your own personal non-commercial use on the following basis:
3.1.1. no documents or related graphics on the Site are modified in any way;
3.1.2. no graphics on the Site are used separately from the corresponding text; and
3.1.3. the Company's copyright and trade mark notices and these terms and conditions appear in all copies.
3.2. Unless otherwise stated, the copyright and other intellectual property rights in all material on the Site (including without limitation photographs and graphical images) are owned by the Company or its licensors. Any use of extracts from the Site other than in accordance with clause 4.1 is prohibited.
3.3. You agree to use the Site only for lawful purposes, and in a way that does not infringe the rights of, restrict or inhibit anyone else's use and enjoyment of the Site. Prohibited behaviour includes harassing or causing distress or inconvenience to any person, transmitting obscene or offensive content or disrupting the normal flow of dialogue within the Site.
3.4. If you breach any of these terms, your permission to use the Site automatically terminates and you must immediately destroy any downloaded or printed extracts from the Site.
4. DISCLAIMERS AND LIMITATION OF LIABILITY
4.1. The Site's content, including the information, names, images, pictures, logos and icons regarding or relating to the Company and/or its products and services (or to third party products and services), is provided "AS IS" and on an "IS AVAILABLE" basis without any representations or any kind of warranty made (whether express or implied by law) to the extent permitted by law, including the implied warranties of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy.
4.2. The Company may make changes to the material of the Site, or to the products and prices described in it, at any time without notice. The material on the Site may be out of date, and the Company makes no commitment to update such material.
4.3. The advice provided on the Site is generic in nature. The Company cannot provide personalised dietary or lifestyle advice. If you require individually tailored advice regarding food, nutrition and lifestyle then you should contact a GP or dietitian.
4.5. Under no circumstances will the Company, or any of its group companies and the officers, directors, employees, shareholders or agents of any of them be liable for any of the following losses or damage (whether such losses were foreseen, foreseeable, known or otherwise):
4.5.1. loss of data;
4.5.2. loss of revenue or anticipated profits;
4.5.3. loss of business;
4.5.4. loss of opportunity;
4.5.5. loss of goodwill or injury to reputation;
4.5.6. losses suffered by third parties;
4.5.7. loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the Site or your downloading of any material from the Site or any websites linked to the Site; or
4.5.8. any indirect, consequential, special or exemplary damages arising from the use of or inability to use the Site regardless of the form of action.
4.6. The Company does not warrant that functions contained in the Site content will be uninterrupted or error free, that defects will be corrected, or that the Site or the server that makes it available are free of viruses or bugs.
4.7. If your use of the Site results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.
5. INTELLECTUAL PROPERTY
5.1. The names, images and logos identifying the Company or third parties and their products and services are subject to copyright, design rights and trade marks of the Company and/or third parties. Nothing contained in these terms shall be construed as conferring by implication, estoppel or otherwise any licence or right to use any trademark, patent, design right or copyright of the Company or any other third party.
6. PRICE & PAYMENT
6.1 The price quoted excludes VAT (unless otherwise stated.) VAT will be charged at the rate applying at the time of delivery.
6.2 The price quoted excludes delivery (unless otherwise stated).
6.3 Unless otherwise stated, the price quoted is an illustrative estimate only and the price charged will be our price current at the time of delivery.
6.4 Rates of tax and duties on the goods will be those applying at the time of delivery.
6.5 At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods.
6.6 You are to pay us in cash or otherwise in cleared funds immediately upon order for all goods, unless you have an approved credit account.
6.7 If you have an approved credit account, payment is due no later than 14 days after the date of our invoice unless otherwise agreed in writing.
6.8 If you fail to pay us in full on the due date:
6.8.1 we may suspend or cancel future deliveries:
6.8.2 you must pay us interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998:-
(a) calculated (on a daily basis) from the date of our invoice until payment;
(b) compounded on the first day of each month; and
(c) before and after any judgment (unless a court orders otherwise);
6.8.3 we may claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and
6.8.4 we may recover (under clause 5.7) the cost of taking legal action to make you pay.
6.9 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
6.10 You do not have the right to off set any money you may claim from us against anything you may owe us.
6.11 While you owe money to us, we have a lien on any of your property in our possession.
6.12 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs in a full indemnity basis) following any breach by you of any of your obligations under these terms
7.1 Other than next day courier deliveries of any goods which are not fresh flowers (“Sundry Goods”) all delivery times quoted are estimates only. Time shall not be the essence for delivery.
7.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the order however:
7.2.1 you may not cancel if we receive your notice after the goods have been dispatched: and
7.2.2 if you cancel the order you can have no further claim against us under that contract.
7.3 If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
7.4 We may deliver goods in instalments. Each instalment is treated as a separate contract.
7.5 We may decline to deliver if:
7.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
7.5.2 the premises (or the access to them) are unsuitable for our vehicle.
7.6 The goods are at your risk from the time of delivery.
7.7 Delivery takes place either:
7.7.1 at our premises (if you are collecting them or arranging carriage); or
7.7.2 at your premises (if we are arranging carriage).
7.8 You must inspect the goods on delivery. Any claims must be notified to us within 24 hours of delivery and confirm your claim in writing within 7 days. You must give us (and any carrier) a fair chance to inspect the damaged goods.
7.9 If by prior agreement, we deliver the goods outside your normal business hours, you must inspect the goods as soon after delivery as possible. If you do not notify us of any damaged or undelivered goods within 24 hours of delivery, we may treat you as having accepted that the goods were delivered in the quantities stated on the delivery note and at the time recorded by our driver.
8. DISCLAIMER AND LIMITATION OF LIABILITY
8.1 Whilst we agree to use our reasonable endeavours to ensure that the Company web site is fully operational and error-free, we cannot guarantee this and therefore accept no responsibility for any defects and/or interruption of the Company site and/or the Company service and shall be released from our obligations under these Terms and Conditions in the event of any cause beyond our reasonable control which renders the provision of the Company site and/or the Company service impossible or impractical.
8.2 The information on this web site may contain technical inaccuracies or typographical errors. Information may be changed or updated without notice by the Company and the Company may also make improvements and/or changes to this information at any time without notice.
8.3 All goods and products shown on this web site are representations only of the designs that will be delivered by the Company.
8.4 As ‘wholesale’ florists and in order to achieve maximum longevity for our customers fresh flowers are dispatched in the condition in which they are received from our suppliers which may be in ‘bud’ or ‘unopened’ condition customers who require flowers to be in an ‘open’ condition should take account of prevailing temperatures and place their orders accordingly as such we cannot guarantee when the flowers will be in the condition required for use
8.5 All goods and products shown on this web site are representations of the goods and designs that will be delivered by the Company on a bespoke basis to comply with your particular order and as such we cannot guarantee that your goods or product will look exactly like the design shown on the web site including the pictures shown on this site which are for guidance only and in particular no liability is accepted for any variation in hue or colour of goods or products to be delivered.
8.6 We accept liability for death or personal injury arising from our negligence.
8.7 Subject to clause 8.6, our liability in contract, tort (including negligence and breach of statutory duty) or otherwise arising by reason of or in connection with your order with us shall be limited to the price you have paid for the Company products.
8.8 Subject to clauses 8.6 we exclude all liability for any claims, losses, demands and damages, including without limitation, any costs, loss of profits, loss of contracts or business opportunity, loss of data and any other consequential, incidental, special or punitive damages, even if we have been advised of the possibility of such damages, arising directly or indirectly out of or in any way connected with your use or inability to access the Company site and/or the Company service, whether arising in contract, tort (including negligence), under statute or otherwise PROVIDED THAT nothing contained in these Terms and Conditions affects or will affect your or the recipient’s statutory rights in relation to the quality, fitness or description of the Company products supplied.
8.9 Subject to clauses 8.6 above, we shall not be liable for any delay or inability to perform our obligations to you if such delay is due to any cause whatsoever beyond our reasonable control.
9.1 If the order is cancelled (for any reason and at any time) you are then to pay us for all man hours , fuel, stock (finished or unfinished) that we may then hold (or to which we are committed) and any other costs incurred for the work and preparation involved of your order.
9.2 We may suspend or cancel the order, by written notice if:
8.2.1 you fail to pay us any money when due (under the order or otherwise)
8.2.2 you become insolvent or the Company believes on reasonable grounds that any payment will not be met by the Customer when due;
8.2.3 you fail to honour your obligations under these terms.
9.3 You may not cancel the order unless we agree in writing (and clauses 2.2.2 and 8.1 then apply)
10. WAIVER & VARIATIONS
10.1 Any waiver or variation of these terms is binding in honour only unless:
10.1.1 made (or recorded) in writing;
10.1.2 signed on behalf of each party; and
10.1.3 expressly stating an intention to vary these terms.
10.2 All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to extent that they are inconsistent with our terms.
11.1. If there is any conflict between these terms and specific terms appearing elsewhere on the Site then the latter shall prevail.
11.2. If any of these terms are determined to be illegal, invalid or otherwise unenforceable by reason of the laws of any state or country in which these terms are intended to be effective, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it shall be severed and deleted from these terms and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.
11.1 Under these Conditions, until you pay all debts you may owe us:
6.1.1 all goods supplied by us remain our property;
6.1.2 you must store them so that they are clearly identifiable as our property;
6.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us:
6.1.4 you may use those goods and sell them in the ordinary course of your business, but not if:
(a) we revoke that right (by informing you in writing); or
(b) you become insolvent.
11.2 You must inform us (in writing) immediately if you become insolvent.
11.3 If your right to use and sell the goods ends you must allow us to remove the goods.
1.4 We have your permission to enter any premises where the goods may be stored:
11.4.1 at any time, to inspect them; and
11.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
11.5 Despite our retention of title to the goods we have the right to take legal proceedings to recover the price of goods supplied should you not pay us by the due date.
11.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
11.7 The Company shall not be liable for any default due to any circumstance beyond the reasonable control of the Company including, but not limited to, Acts of God, war, civil unrest, riot, strike, lock-out, acts of civil or military authorities, fire, flood, earthquake or shortage of supply.
11.8 English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
11.9 In these Conditions, references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
11.10 Any reference in these Conditions to any provisions of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
11.11 The headings in these Conditions are for convenience only and shall not affect their interpretation.
11.12 If you any more than one persons, each of you has joint and several obligations under these terms.
11.13 If any of these terms are unenforceable as drafted:
11.13.1 it will not affect the enforceability of any other of these terms; and
11.13.2 if it would be enforceable if amended, it will be treated as so amended.
11.14 We may treat you as insolvent if:
11.14.1 you are unable to pay your debts as they fall due; or
11.14.2 you (or any item of your property) become the subject of:
(a) any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
(b) any application or proposal for any formal insolvency procedure;
11.15 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
11.16 Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the others registered office or principal place of business. All such notices must be signed.
11.17 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
11.18 Each of the parties agrees that save in respect of statements made fraudulently it shall have no remedy in respect of any untrue statement upon which it relied in entering this Agreement and that its only remedies shall be for breach of contract.