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Read these Conditions – for Product sales to Non - Consumers (B2B / Business)
Because we can accept your Order and thus make a legally enforceable agreement without further reference to you, it is important to you to read our Conditions carefully and to make sure that they contain everything which you want and nothing that you are not willing to agree to. If you are unsure about any of this, please, phone our customer-care line on 0845 029 0429.
The following words have these meanings throughout the Conditions:
means the terms and conditions set out in this document;
means the legally-binding agreement between you and us for the sale and purchase of Goods which incorporates these Conditions
means the location where the Goods are to be delivered, as set out in the Order;
any goods that we supply to you, of the number and description and any relating documentation as set out in your Order;
‘Intellectual Property Rights ’
patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
means your order for the Goods from us, as set out in your order form
means the description or specification of the Goods set out on our Website
'we, us or our'
means Electronic Cigarettes Ltd Registered in England and Wales with number 7697253 registered office address and trading address Unit 3 Fengate Trade Park Peterborough PE1 5XA;
‘you or your’
means the customer named on the order or invoice for any Goods provided by us under these terms and conditions
2 Application of these conditions and contract formation
2.1 Any estimate provided by us for the provision of Goods prior to your submitting an Order is not a binding offer by us to supply Goods.
2.2 When you place an Order to purchase Goods from us, you are just making a binding offer to purchase those Goods in accordance with these Conditions.
2.3 After you have placed an Order, we can email you an acknowledgement of receipt of your Order, but this does not mean that your Order has been accepted by us.
2.4 We can reject any Order if we wish for any reason, although we will try to tell you promptly the reason for our decision, which must be due to running out of stock or resources, a price or description mistake, inability to obtain your payment, verify your age or other genuine fair reason.
2.5 A Contract will be formed for the Goods you have ordered, only on our sending an email to you saying that your Order has been accepted or, if earlier, our delivery of the Goods to you.
2.6 We must give you a copy of the signed Contract or confirmation of it with all information contained in it which is legible, within a reasonable time after making the Contract, but in any event not later than the delivery of any Goods supplied under the Contract.
2.7 No variation of the Contract, whether about description of the Goods, price or otherwise, can be made afterwards unless the variation is agreed by you and us in writing.
2.8 In making the Contract, we are acting only on our own behalf whose place for any of your complaints is Unit 3 Fengate Trade Park Peterborough PE1 5XA.
3.1 The charges, and any additional delivery or other charges and any other costs for each of type of Goods, and the total price of them, will be as set out in our published price lists in force at the time. We reserve the right to amend our price list at any time and this will be published on our website and any revisions will apply to all orders placed.
3.2 The charges:
3.2.1 include the price of the Goods as set out on our website at the time of your Order; and
3.2.2 exclude VAT at the rate applicable at the time of your Order.
4.1 You must pay us in full for all the Goods before delivery of any of the Goods
4.2 You must pay for the Goods submitting your credit or debit card details with your Order and we can take payment as soon as payment is due or by electronic funds transfer prior to shipment of any order.
5.1 We will deliver the Goods, to the Delivery Location within a reasonable time of our having accepted your order and received payment in full subject to any events outside our reasonable control.
5.2 These are examples of events which can be outside our reasonable control:
5.2.1 weather conditions make it impossible or unsafe for us to deliver the Goods;
5.2.2 the Goods are not delivered at the time agreed with the supplier of the Goods (and it is not possible to obtain a replacement within a reasonable time, or the price charged by a supplier is much higher than the original charge);
5.2.3 you change your order (and this results in eg our having to do further work or wait for different Goods); or
5.2.4 we or our delivery agents are unable to gain access to the Delivery Location to deliver the Goods at the times we have agreed with you;
5.3 We are not responsible for supranational import restrictions imposed by any country outside of the United Kingdom. It is your responsibility to meet all customs duties and obligations of the country to which we asked to ship Goods and should ensure compliance with local laws prior to placing any Order
5.4 Please note that you are responsible for complying with all applicable EU and customs trade regulations in respect of the importation of Goods. This includes the liability for customs duties or import VAT, if applicable. Prices quoted to you on our website or in your Order are exclusive of any import VAT and/or customs duties applicable. We have arranged for [ name designated carrier], to act as your direct representative to handle the importation of Goods internationally and onward delivery to you or your nominated addressee. If you would prefer another party to handle this service for you please let us know.
6 Risk and ownership
6.1 Risk of damage to, or loss of, the Goods will pass from us to you only on delivery of the Goods.
6.2 Ownership of the Goods will pass from us to you on delivery or payment in full for the Goods.
7.1 We have a legal duty to supply the Goods in conformity with the Contract.
7.2 Upon delivery the Goods will be:
7.2.1 be of satisfactory quality;
7.2.2 be reasonably fit for any particular purpose for which you are buying the Goods which, before the Contract is made, you made known to us (expressly or by implication) whether or not that is a purpose for which goods of that kind are usually supplied (unless you do not actually rely, or it is unreasonable for you to rely, on our skill and judgment) and be fit for their purpose set out in the Order; and
7.2.3 conform to their description and the Specification.
8 Limitation of liability
8.1 We do not exclude our liability for death or personal injury caused by our negligence or breach of our duties under the law, fraud or fraudulent misrepresentation. Subject to this, we are not liable for loss which was not reasonably foreseeable to both you and us at the time when the Contract was made. Accordingly , subject to the provisions of this clause our liability to you is limited to higher of the value of the Goods making up your order and the amount of insurance cover actually available to us (if any) for such liability.
8.2 Without prejudice to clause 9.1, we shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
8.2.1 loss of profit; or
8.2.2 loss of goodwill; or
8.2.3 loss of business; or
8.2.4 loss of business opportunity; or
8.2.5 special, indirect or consequential damage
suffered by you that arises under or in connection with this agreement.
8.3 It is important that our Products are charged only with charging devices approved by us. Using unapproved charging units can be dangerous as they may overheat and create a fire hazard. All charging units sold by us are approved for use. We accept no liability or responsibility for loss or damage arising out of the use of an unapproved charging unit used in connection with our Products.
9.1 On termination of the Contract for any reason, any statutory rights and liabilities of you and us will not be affected.
10 Data protection and privacy
We can use your identity and other information about you which you give to us only to help us to comply with our duties under the law, to provide the Goods and handle your payment for them and, if you give us your prior consent, to tell you about our products and Goods, on condition that we stop as soon as you tell us in writing to stop. We promise to use reasonable care to keep that information confidential. You promise that the information that you give to us is true and, if it changes, you will tell us promptly.
11.1 We shall indemnify you against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other reasonable professional costs and expenses) suffered or incurred by you arising out of or in connection with any claim made against you for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the supply or use of the Goods.
11.2 Our liability under this indemnity is conditional on you discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against you which may reasonably be considered likely to give rise to a liability under this indemnity ( Claim), you shall:
11.2.1 as soon as reasonably practicable, give written notice of the Claim to us, specifying the nature of the Claim in reasonable detail;
11.2.2 not make any admission of liability, agreement or compromise in relation to the Claim without our prior written consent;
11.2.3 give us and our professional advisers access at reasonable times (on reasonable prior notice) to your premises and officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable us and our professional advisers to examine them and to take copies (at our expense for the purpose of assessing the Claim; and
11.2.4 be deemed to have given us sole authority to avoid, dispute, compromise or defend the Claim.
11.3 Nothing in this clause shall restrict or limit your general obligation at law to mitigate a loss you may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
12 Force Majeure
12.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
12.1.1 acts of God, flood, drought, earthquake or other natural disaster;
12.1.2 epidemic or pandemic;
12.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
12.1.4 nuclear, chemical or biological contamination or sonic boom;
12.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
12.1.6 collapse of buildings, fire, explosion or accident; and
12.1.7 any labour or trade dispute, strikes, industrial action or lockout (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
12.1.8 non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
12.1.9 Interruption or failure of utility service.
12.2 Provided it has complied with clause 12.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event ( Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
12.3 The corresponding obligations of the other party will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.
12.4 The Affected Party shall:
12.4.1 as soon as reasonably practicable after the start of the Force Majeure Event but no later than 14 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, it’s likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
12.4.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
12.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 2 weeks' written notice to the Affected Party.
13 Governing law and, jurisdiction
13.1.1 This Contract will be governed by the law of England and Wales.
13.1.2 Disputes can be submitted to the jurisdiction of the courts of England and Wales.
14.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
14.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.