Terms and Conditions
The person accessing this website to submit an Order confirms it is acting in the course of the Customer’s business and further confirms that he or she has authority to bind the Customer on whose behalf this website is being used to purchase Goods. The Customer's attention is drawn in particular to the provisions of clause 10.
1. INFORMATION ABOUT CHALK DOWN LIME
1.1 CHALK DOWN LIME LTD (CHALK DOWN LIME) is a company registered in England and Wales under company number 3452949 with its registered office at The Lime Yard, Gate Farm, Staplecross, East Sussex, TN32 5RP. CHALK DOWN LIME’s VAT number is 162423138. CHALK DOWN LIME operates the website www.chalkdownlime.com
1.2 To contact CHALK DOWN LIME, please see the Contact Us page.
2. USE OF CHALK DOWN LIME’S WEBSITE.
Your use of our site is governed by our Terms of Website use. Please take the time to read these, as they include important terms which apply to the Customer.
3. USE OF PERSONAL INFORMATION.
4.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 12.6.
Contract: the contract between CHALK DOWN LIME and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
Customer: the person, firm or company who purchases the Goods from CHALK DOWN LIME.
Delivery Location: The Lime Yard, Gate Farm, Staplecross, East Sussex, TN32 5RP or such other location as may be advised by CHALK DOWN LIME prior to delivery.
Force Majeure Event: has the meaning given in clause 11.
Goods: the goods (or any part of them) set out in the Order.
Order: the order by the Customer for the Goods made through CHALK DOWN LIME’s website.
4.2 Construction. In these Conditions, the following rules apply:
(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(b) A reference to a party includes its personal representatives, successors or permitted assigns.
(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(e) A reference to writing or written includes faxes and e-mails.
5. BASIS OF CONTRACT
5.1 These Conditions apply to the Contract to the exclusion of any other terms that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
5.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer shall ensure that the terms of the Order submitted by the Customer are complete and accurate. On receipt of Customer’s Order CHALK DOWN LIME will issue an acknowledgement of Order detailing the Goods ordered and an estimated dispatch date. However, please note that this does not mean that the Order has been accepted. Acceptance of the Order will take place as described in clause 5.3.
5.3 We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
5.4 Notwithstanding the provisions of clause 5.2 the Order shall only be deemed to be accepted when CHALK DOWN LIME issues a written acceptance of the Order, at which point the Contract shall come into existence.
5.5 Unless the Customer notifies CHALK DOWN LIME otherwise in the Order, CHALK DOWN LIME shall arrange transportation of the Goods from the Delivery Location to the last known address of the Customer and shall charge the Customer for transportation of the Goods.
5.6 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of CHALK DOWN LIME which is not set out in the Contract.
5.7 Any samples, drawings, descriptive matter, or advertising issued by CHALK DOWN LIME and any descriptions or illustrations contained on CHALK DOWN LIME’s website or in the catalogues or brochures of CHALK DOWN LIME are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
5.8 A quotation for the Goods given by CHALK DOWN LIME shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
6.1 CHALK DOWN LIME shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers of the Customer and CHALK DOWN LIME, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered.
6.2 Delivery of the Goods shall be completed on the completion of loading of the Goods at the Delivery Location.
6.3 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. CHALK DOWN LIME shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of the Customer to provide CHALK DOWN LIME with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.4 If CHALK DOWN LIME fails to deliver the Goods, its liability shall be limited to a refund of the price of the Goods. CHALK DOWN LIME shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the failure of the Customer to provide CHALK DOWN LIME with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.5 CHALK DOWN LIME may deliver the Goods by instalments. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
7. MANUFACTURER GUARANTEES AND WARRANTY
7.1 The Goods are supplied with a manufacturer's guarantee and CHALK DOWN LIME will pass on the benefit of that guarantee to the Customer. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.
7.2 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
7.3 These Conditions shall apply to any repaired or replacement Goods supplied by CHALK DOWN LIME.
8. TITLE AND RISK
8.1 The risk in the Goods shall pass to the Customer on completion of delivery.
8.2 Title to the Goods shall not pass to the Customer until CHALK DOWN LIME has received payment in full (in cash or cleared funds) for:
(a) the Goods; and
(b) any other goods or services that CHALK DOWN LIME has supplied to the Customer in respect of which payment has become due.
9. PRICE AND PAYMENT
9.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the published price list of CHALK DOWN LIME in force as at the date of delivery.
9.2 CHALK DOWN LIME may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the control of CHALK DOWN LIME (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give CHALK DOWN LIME adequate or accurate information or instructions.
9.3 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be paid for by the Customer.
9.4 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from CHALK DOWN LIME, pay to CHALK DOWN LIME such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
9.5 The Customer can only pay for Goods using a debit card or credit card, by BACS or by Paypal.
9.6 Payment for the Goods and all applicable delivery charges is in advance.
9.7 If CHALK DOWN LIME discovers an error in the price of the Goods it will inform the Customer of this error. The Customer will have the option of continuing to purchase the Goods at the correct price or cancelling the Order. CHALK DOWN LIME will not process the Order until it has the Customer’s instructions. If CHALK DOWN LIME is unable to contact the Customer using the contact details provided during the order process, it will treat the order as cancelled and notify the Customer in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Customer as a mispricing, CHALK DOWN LIME does not have to provide the Goods at the incorrect (lower) price.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude the liability of CHALK DOWN LIME for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective products under the Consumer Protection Act 1987; or
(e) any matter in respect of which it would be unlawful for CHALK DOWN LIME to exclude or restrict liability.
10.2 Subject to clause 10.1:
(a) CHALK DOWN LIME shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any:
(i) loss of profits, sales, business, or revenue;
(ii) loss or corruption of data, information or software;
(iii) loss of business opportunity;
(iv) loss of anticipated savings;
(v) loss of goodwill; or
(vi) any indirect or consequential loss.
arising under or in connection with the Contract; and
(b) the total liability of CHALK DOWN LIME 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 Goods.
10.3 Except as expressly stated in these Terms, CHALK DOWN LIME does not give any representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, CHALK DOWN LIME will not be responsible for ensuring that the Goods are suitable for the Customer’s purposes.
11. 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 conditions, or default of suppliers or subcontractors.
12.1 Assignment and other dealings.
(a) CHALK DOWN LIME may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of CHALK DOWN LIME.
(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 or other next working day delivery service, 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 12.2(a); if sent by pre-paid first-class post or other next working day delivery service, 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.
(a) If any provision or part-provision of the Contract 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 the Contract.
(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract 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.
12.4 Waiver. A waiver of any right or remedy under the Contract or law 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.5 Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.6 Variation of Contract. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by CHALK DOWN LIME.
12.7 Variation of Conditions. CHALK DOWN LIME may revise these Conditions from time to time. Every time the Customer orders Goods, the Conditions in force at that time will apply to the Contract. Whenever CHALK DOWN LIME revises these Conditions in accordance with this clause 12.7, it will give the Customer notice of this by stating that these Conditions have been amended and the relevant date at the top of this page.
12.8 Governing law. 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 the law of England and Wales.
12.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).