1. Definitions and Interpretation

In this Contract:

The following terms shall have the following meanings:

Affiliate has the meaning given to the term “associate” in Section 435 of the Insolvency Act 1986; and

Buyer the customer of Seller or who place an order.

This Contract together with these Terms with any further applicable terms that the parties agree in writing, plus:

(a) The relevant Order Acknowledgement (if any); or

(b) (if no Order Acknowledgement) the terms of the relevant Order;

Liability has the meaning given to it in Clause 6.4;

Order Buyer’s request to Seller for the provision of particular Products;

Order Acknowledgement the written communication despatched by Seller to Buyer containing the particular details of any supply of particular Products;

Products Seller’s products provided or to be provided by Seller to Buyer pursuant to this Contract;

2. Agreement

2.1 The terms of this Contract apply to the exclusion of any terms and conditions submitted, proposed or stipulated by Buyer. Buyer’s delivery instruction or acceptance of delivery or collection of the Products constitutes Buyer’s unqualified acceptance of these Terms.

2.2 This Contract operates to the entire exclusion of any other agreement, understanding or arrangement of any kind between the parties preceding this Contract and in any way relating to the subject matter of this Contract and to the exclusion of any representations not expressly stated herein except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Neither party has entered into this Contract based on any representation not expressly incorporated herein.

2.3 This Contract constitutes the whole agreement and understanding of the parties as to the subject matter hereof and no provisions, terms, conditions or obligations, whether oral or written apply, express or implied, other than those contained or referred to herein.

2.4 This Contract shall be legally formed and the parties shall be legally bound when Seller despatches its Order Acknowledgement to Buyer confirming the terms on which the parties have agreed to proceed, or (if no Order Acknowledgement) when Seller confirms the Products agreed in the Order are ready for delivery, collection or such other acceptance of Order (such as oral or email) as the parties agree.

2.5 The quantity, description, price and delivery details of the Products are as stated in the Order Acknowledgement or, if no Order Acknowledgement, as otherwise agreed by Seller.

2.6 We use reasonable endeavours to deliver products in the time, manner and to the place requested by You but any date quoted by us is an estimate and time shall not be of the essence. When You specify delivery is to be made in instalment, each instalment shall be deemed to be a separate contract. We shall not be liable for late delivery, non-delivery or variation in quantities delivered. We may reduce, vary or cancel orders if we are unable, through availability of stocks or for other reasons, to execute them and we may make such alterations to products and/or packaging as circumstances may demand. You must use reasonable endeavours to accept delivery in accordance with any agreed delivery schedule and, if we request, to assist with the unloading of any consignment. You must check that the quantity and specifications of products delivered correspond with your order before You sign any delivery or collection note. The signature by You or your authorised employee or agent of the delivery note or similar document is conclusive evidence of your inspection and acceptance of the consignment as being for the correct amount and free from damage visible on inspection. Written claims for damage, short delivery or other delivery error must be given to us within 24 hours of delivery or collection. Unless we otherwise agree in writing, You must retain damaged products for inspection and collection. It is your responsibility to work with the pallet provider to ensure that all pooled pallets are returned to the provider.

2.7 Should You fail to pay any payment on time or otherwise levy any deduction, withholding or set -off which has not been previously agreed to by
Harbans Trading, all monies owed by You to us will become payable on demand and will entitle us to: (a) charge interest on overdue accounts and Deductions at the statutory rate in the Late Payment of Commercial Debts (Interest ) Act 1998; (b) suspend delivery or any credit facilities; (c) exercise our right to repossess the Products in accordance with clause 6; and (d) levy administration charges. Our charges are £25.00 for any dishonoured payment and any charges and legal and other costs that we incur in pursuing or enforcing any legal or debt recovery action.

2.8 This Contract shall not change unless both parties agree in writing.


3. Shipping, Transportation and Unloading

3.1 We ship inside the UK & Ireland. Other countries only on special request.

3.2 Seller shall use its reasonable endeavours to deliver within any timescales set out in this Contract, but time for delivery shall not be of the essence. Any timeframe for delivery in another contract shall be no indication of the timeframe for delivery in this Contract.

3.3 Partial delivery or performance shall be permitted. Seller may supply the Products in instalments. Seller may invoice Buyer for each instalment.

3.4 Unless the parties otherwise agree, delivery shall be ex works (Incoterms 2000) at Seller’s premises or other place stipulated in the Order Acknowledgement (or if no place stipulated, then Seller’s normal UK location for despatch of the Products). If there is any conflict between the provisions of Incoterms 2000 and this Contract, this Contract shall prevail.

Exact shipping cost is not included in your online order but is added after your goods have been collected and weighed and deducted from your payment method.

The Customer is responsible for ensuring that they provide the Company with full and accurate delivery details. The Company will not be liable for any mis-delivery arising out of incorrect information provided.

The Customer must be available to sign for and unload the delivery. Deliveries must be signed for by someone aged 18 or over.

In the event of a failure to accept any delivery by the Customer, otherwise than by reason of the Company’s fault or by reason of Force Majeure, the Price and any Additional Charges shall immediately become due for invoice in accordance with our Delivery information and the Company shall be entitled to store the Goods until actual delivery and charge the Customer for the reasonable costs of storage (including insurance), the Goods being held at the Customer’s risk.

Carriage Of Liquids

Unfortunately we cannot accept claims against damaged liquid products unless you have asked for your goods to be send on a pallet delivery. This is due to the fragile nature of the liquids and the majority of couriers not offering compensation on damages to them. Therefore if you would like pallet delivery of liquids please view our pallet rates guide for the price of a pallet delivery to your postcode and if acceptable add to the notes during checkout ‘Pallet Delivery’. If you have not asked for a pallet delivery and your goods are damaged in transit we regret that you will not be able to claim against these damages.


4. Conclusion of Contract and Prices

By clicking the “confirm order” button in the checkout area of the online shop you submit your binding offer to conclude a contract of sale of the products in your shopping cart. Following the submission of your order you will receive a confirmation by email to confirm the receipt of your order. This e-mail is not an acceptance of the contract. The contract is concluded by delivering the articles. All our offers are not-binding.

Except where otherwise agreed with us in writing, products will be invoiced in Sterling at the price current on the date of despatch as recorded on our computer system. Prices and any additional commercial terms are subject to change without notice. All prices are net prices exclusive of value added tax (“VAT”). VAT and shipping or carriage costs are added to the final invoice.


5. Cancellation rights & Right to return goods

If for any reason you like to cancel your order, it is your right and this occasion would be in two cases unless the items are not refundable, see further below:

If a promotional discount applied to your Order originally, then the same discount will be applied to each Product of your Order that you return. This means that you will only be refunded the amount that you originally paid for your Order or any given Product. Further, any free promotional gift given with an Order must also be returned if you are returning the Product(s) to which the gift related. Refunds will exclude shipping and handling fees. If you are returning the Product(s) which benefits from a shipping policy (in any case), the shipping fee will be deducted from the total refund amount due.

Product’s excluded from refund policies include, but are not limited to, the following:

Unfortunately, we will not be able to offer refunds or exchanges on certain products, unless the products are faulty or broken these include:

* Consumables and perishable products, including; bottled water, foods, beverages or pet foods that deteriorate or expire.

* Products included in health and hygiene, including; deodorant & fragrances, air fresheners, underwear, unsealed food and drink.

* Any unsealed or opened electrical accessories, including; batteries, cable and charger cables.

* Any item which mentions non-refundable on any sales agreement, document, email or our website.


6. Warranty and Liability

The warranty is subject to the legal regulations of the UK. If the object of sale has a defect, we will remedy the defect or replace the object. In the event that the remedial measures or the replacement delivery fail, the contract will be amended at the sole discretion of Harbans Trading.

Unless expressly provided in these Terms, all warranties conditions or other terms implied by statute or common law is excluded to the fullest extent permitted by law. The Company makes no warranty as the fitness of the Goods for any particular purpose even if that purpose is stated in the Customer’s Order. The Customer must satisfy themselves as to the fitness of the Goods for the purpose for which they are intended.

Seller does not exclude or limit its Liability for:

Supply of a defective Product, to the extent that it is not possible to exclude or limit its Liability under Part I of the Consumer Protection Act 1987; or any other Liability which cannot be excluded or limited by applicable law.

Subject to the above Clause, Seller shall not have any Liability in respect of any (a) indirect or consequential losses, damages, costs or expenses; (b) loss of actual or anticipated profits; (c) loss of contracts; (d) loss of use of money; (e) loss of anticipated savings; (f) loss of revenue; (g) loss of goodwill; (h) loss of reputation; (i) loss of business; (j) loss of operation time; (k) loss of opportunity; or (l) loss of, damage to or corruption of, data; whether or not such losses were reasonably foreseeable or Seller or its representatives had been advised of the possibility of the losses being incurred. For the avoidance of doubt, (b) to (l) apply whether the losses are direct, indirect, consequential or otherwise.

Seller shall not have any Liability for loss of or obvious damage to Products in transit or on delivery to the point of delivery unless Buyer informs the carrier immediately and Seller within 5 days, and in any event notifies Seller in writing within 7 days:

* after the expected date of delivery or receipt that it has not received the Products; or

* after receipt that the Products are damaged

No warranty conditions or other terms as to quality, quantity or fitness for any purpose of the goods delivered under this contract with the Company is given or accepted. In any event the liability of the Company shall not exceed the total contract price.

We limit our liability to the maximum extent permitted by law as follows: (i) in respect of all Products supplied by us, our liability shall be limited to Products consumed up to and including the “Best Before” or ” Use By” date; (ii) our liability shall be limited at our option to replacing the whole or part of any Products found to be defective or refunding or crediting the limited. We shall have no liability for any loss or damage suffered by any person: (a) as a consequence of any defect in any Product caused by abnormal storage conditions. This means the storage conditions need to be fit for purpose in meeting recognised standards of hygiene, housekeeping and pest management. In addition we are not liable if storage temperatures are not appropriate to the Product (ambient, chilled, frozen) or there is any abnormal treatment or handling or any negligence or other wrongful act on your part or that of your employees or agents; (b) for claims for damage reasonably apparent on inspection at the time of delivery or for short delivery unless You have complied with the conditions of clause 3; (c) for claims in respect of defects not readily identifiable on proper inspection, unless You notify us in writing within three months of delivery of the Products to You with full particulars of the complaint supported by
reasonable evidence that the Products have not been tampered with nor been incorrectly stored; Any allegedly defective Products must be retained and made available to us for inspection and collection; (d) for any claim arising on an invoice issued more than three months before the date upon which such claim is received by us; (e) for any loss of profit, loss of sale, loss of goodwill, loss of reputation, loss of customers and any other similar losses caused by our negligence or other wrongful act on our part or that of our agents or employees; and (f) any failure to perform any of our obligations in the Conditions where such failure is caused by any circumstances beyond our reasonable control. If a third party notifies you of any claim You must immediately notify us in writing of all information available regarding the nature and extent of any such claim and You must allow us to deal with it. You must take any steps possible to mitigate any loss or damages suffered, must not admit liability and must take any reasonable steps as we may direct. We will not accept responsibility for any representations or payments made by You to any party in settlement of any such claim nor will we pay any handling or administration charge which we have not agreed in writing in advance.

7. Reservation of title 

Any goods delivered or collected shall remain our property until they have been paid for in full.

7.1 Notwithstanding delivery, title to and ownership of the Products shall not pass to Buyer until Payment. Payment is when:

7.1.1 Seller has received in full (in cleared funds) all sums due to it in respect of the Products;

7.1.2 Seller has received in full (in cleared funds) all other sums which are or which become due to Seller from Buyer on any account; and

7.1.3 Seller and Seller’s Affiliates have received in full (in cleared funds) all other sums which are or which become due to Seller and Seller’s Affiliates from Buyer and Buyer’s Affiliates on any account.

7.2 Until Payment, Buyer shall:

7.2.1 Hold the Products on a fiduciary basis as Seller’s bailee;

7.2.2 Hold the Products in good, saleable condition;

7.2.3 Keep the Products fully insured with a reputable insurance company for the full price against all risks of loss or damage from the time when risk passes to Buyer until property passes. On request, Buyer shall produce the policy of insurance to Seller. If the Products are lost, damaged or destroyed, Buyer shall hold the proceeds of insurance for and to the order of Seller pending Payment;

7.2.4 Keep an up-to-date list of the location of Seller’s property and present this to Seller upon request; and

7.2.5 Store the Products separately from other goods or in any way so that they remain readily
identifiable as Seller’s property.

7.3 Buyer may resell the Products before Payment solely on the following conditions:

7.3.1 any sale shall be effected in the ordinary course of Buyer’s business at full market value;

7.3.2 any sale shall be a sale of Seller’s property on Buyer’s own behalf and Buyer shall deal as principal when making the sale;

7.3.3 Buyer shall keep the proceeds of sale separate from any money or property of Buyer or third parties; and

7.3.4 Buyer shall still be responsible for paying to the full value of the Payment.

7.4 Seller may at any time until title passes under this Clause 4 without notice recover possession of the Products which are the property of Seller. Seller may also require Buyer at Buyer’s cost, within three days of Seller’s request, to deliver up to Seller or make available to Seller for collection from a single accessible collection point as Seller requires all Products which are the property of Seller. Buyer hereby grants to Seller for Seller and its agents, staff, officers, employees and contractors an irrevocable licence to enter for the purpose of recovering possession of the Products any premises then occupied by or in the ownership or possession of Buyer or Buyer’s customer. Buyer shall indemnify Seller against all claims, losses, damages, liabilities, costs and expenses so arising in exercising its rights under this Clause.

7.5 Seller may recover payment for the Products notwithstanding that ownership of any Products has not passed from Seller.

7.6 On termination of this Contract, howsoever arising, Seller’s rights contained in this Clause 4 shall remain in effect.


8. Content

Harbans Trading make no representations about the suitability of the content, material or information contained in the pages, documents, downloads and graphics published on the web sites (“Content”) for any purpose. All Content is provided on an “as is” basis without warranty of any kind. Harbans Trading hereby disclaims all warranties and conditions with regard to the Content, including all implied warranties and conditions of satisfactory quality, fitness for a particular purpose, title and non-infringement.

While we attempt to ensure that the Content is accurate, we cannot guarantee that it will always be fault-free. The Content could include technical inaccuracies, typographical or photographic errors (all images are used for display purposes only). We endeavor to correct errors and omissions as quickly as practicable. We do not accept liability for any such errors and omissions.
Changes are regularly made to the Content. Harbans Trading may make improvements and/or changes to the Services and/or the Content at any time without notice.

Other than in accordance with these terms and conditions or with the prior written consent of Harbans Trading, you may not modify, copy, distribute, transmit, reverse engineer, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content.

9. Discrepancies

While every care has been taken to ensure that all product details including descriptions, sizes, quantities, images and other related information appearing on the online store and within our documentation and specifications are correct at the time when the relevant information was entered onto the system. Although we aim to keep the store as up to date as possible, the information of products appearing on this website at a particular time may not always reflect the data exactly at the moment you place an order, therefore when you receive goods, you should always read the products label and not rely solely on the information provided on the website or any documentation provided, it is also your responsibility to check the quantity & quality of your order and notify us in writing within 2 working days (from the date of receiving goods) if there are any discrepancies between the order and item(s) received (including between the product’s descriptions or specifications shown on the online store and on the goods packaging.Although product information is regularly updated, Harbans Trading is unable to accept liability for any incorrect information. This does not affect your statutory rights. In the event of a discrepancy or error you have the right to return your order or may notify us if you are happy to keep them. If you would like to return all or part of your order, you need to coordinate it with us through our returns procedure (detailed on our returns policy page). If you would like to keep your order after this period, this will imply the goods are satisfactory and suitable for your requirements, that you accept any discrepancies and you will waive any future right to claim for any refunds, penalties or fines. (Note: While every care has been taken to ensure product information is correct, food products are constantly being reformulated, so ingredients, nutrition content, dietary and allergens may change. You should always read the product label and not rely solely on the information provided on the website. Although product information is regularly updated, Harbans Trading is unable to accept liability for any incorrect information. This does not affect your statutory rights. This information is supplied for personal use only, and may not be reproduced in any way without the prior consent of Harbans Trading nor without due acknowledgement.)


10. General

If any Clause or sub-Clause shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other Clause or sub-Clause, which shall remain in full force and effect.

This Contract (and any non-contractual right or obligation arising out of or in relation to it) shall be governed by and construed in accordance with English law and Buyer hereby submits to the jurisdiction of the English courts.

By accepting these Conditions, we each agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply to sales under these Conditions. These Conditions shall be governed by and construed according to the laws of England and the courts of England shall have exclusive jurisdiction.