Website Terms and Conditions of Supply
1. These terms
1.2. Why you should read them. These terms will apply to any contract between us for the supply of products to you. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss. Please note that before placing an order you will be asked to agree to these terms. If you refuse to accept these terms, you will not be able to order any products from our site.
1.3. You should print a copy of these terms or save them to your computer for future reference.
1.4. These terms, and any contract between us, are only in the English language.
1.5. These terms were last updated on 6 September 2019.
2. Information about us and how to contact us
2.1. Who we are. We operate the website www.nuchido.com. We are Nuchido Inc., a company registered in Delaware.
2.2. How to contact us if you are a consumer. You can contact us by telephoning our customer service team at 1-314 260 7874 or by writing to us at email@example.com and 1209 Orange Street, Wilmington, New Castle, Delaware, 19801.
2.3. How to contact us if you are a business. You can contact us by telephoning our customer service team at 1-314 260 7874 or by writing to us at firstname.lastname@example.org and Nuchido Inc., 1209 Orange Street, Wilmington, New Castle, Delaware, 19801 . If you wish to give us formal notice of a matter in accordance with these terms, please see clause 13.
2.4. How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.5. "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
3. Our contract with you
3.1. Our shopping pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
3.2. How we will accept your order. After you place an order, you will receive an email from us acknowledging that we have received your order. We will take payment from you and/or charge your credit, debit or other payment card when you place your order. However, please note that none of these actions will mean that your order has been accepted. Our acceptance of your order will only take place on the earlier of the date:
3.2.1. when we email you confirming the products have been dispatched (Dispatch Confirmation); and
3.2.2. on which your order (or part of it) is delivered to you,
at which point a contract will come into existence between you and us.
3.3. If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing. If you have paid for some or all of the order, such payment (including any delivery costs charged) will be refunded. The reasons for which we might be unable to accept your order include (without limitation) because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.4. Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.5. Where we sell our products. We deliver our products to addresses in North and South America. There are restrictions on some products for certain international delivery destinations. We will advise you of any such restrictions.
3.6. If you order products from our site for delivery to an international delivery destination, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount. You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
3.7. You must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable or responsible if you break any such law.
3.8. If you are a consumer, you may only purchase products from our site if you are at least 18 years old.
3.9. Certain products on our site can only be purchased if you satisfy the legal age requirement for that product. We are not allowed by law to supply these products to you if you do not satisfy these age requirements. If you are underage, please do not attempt to order these products through our site.
3.10 If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase products.
3.13. You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this contract.
4. Our Products
4.1. Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only.
4.2. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images. Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our website are approximate only.
4.3. Product packaging may vary. The packaging of the product may vary from that shown on images on our website.
4.4. Making sure your specifications are accurate. If we are making or providing the product based on specifications (which include without limitation any test results, details about you and your medical history) you have given us, you are responsible for ensuring that those specifications are correct. You can find information and tips on how to provide specifications on our website or by contacting us.
5. Your rights to make changes
If you wish to make a change to the product you have ordered, please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
Our rights to make changes
6.1. We may amend these terms from time to time. Please look at the top of this page to see when these terms were last updated and which terms were changed.
6.2. Every time you order products from us, the terms in force at the time of your order will apply to the contract between you and us.
6.3. If we have to revise these terms as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the contract if you are not happy with the changes. You may cancel either in respect of all the affected products or just the products you have yet to receive. If you opt to cancel, you will have to return (at our cost) any relevant products you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.
6.4. Minor changes. We may change the product and these terms to reflect changes in relevant laws and regulatory requirements and change the product to implement minor technical adjustments and improvements (which will not affect your use of the product) but, if we do so, we will notify you and explain the effects of these changes before the changes take effect.
6.5. More significant changes to the products and these terms. In addition we may make more significant changes to these terms or the product, but if we do so we will notify you and you may then contact us to end the contract and receive a full refund before the changes take effect.
7. Providing the products
7.1. Delivery costs. The costs of delivery will be as displayed to you on our website.
7.2. When we will provide the product. We or our courier will deliver the goods to you as soon as reasonably possible and if you are a consumer in any event within 30 days after the day on which we accept your order, or we will contact you with an estimated delivery date or to agree a delivery date, which if you are a consumer will be within 30 days after the day on which we accept your order.
7.3. We are not responsible for delays outside our control.
7.3.1. An event outside our control means any act or event beyond our reasonable control, including for example strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
7.3.2. If you are a consumer. If our supply of the products is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
7.3.3. If you are a business. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract
18.104.22.168. that is caused by an event outside our control. An event outside our control is defined above in clause 3.1. If an event outside our control takes place that affects the performance of our obligations under a contract: we will contact you as soon as reasonably possible to notify you; and
22.214.171.124. our obligations under a contract will be suspended and the time for performance of our obligations will be extended for the duration of the event outside our control. Where the event outside our control affects our delivery of products to you, we will arrange a new delivery date with you after the event outside our control is over.
7.4. Collection by you. If you have asked to collect the products from our premises and we have agreed to your request, you can collect them from us at the location that we specify at any time during our normal working hours on weekdays (excluding public holidays) in force at that location.
7.5. If you are not available when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, we will leave the delivery at your door or let you know how to rearrange delivery or collect the products from a local depot.
7.6. If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 2 will apply.
7.7. When you become responsible for the product. The product will be your responsibility from the time we deliver the product to the address you gave us (including leaving the delivery at your door) or you or a carrier organised by you collects it from us.
7.8. When you own goods. You own a product which is goods once we have received payment in full.
7.9. What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If so, this will have been stated in the description of the products on our website. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7.10. Reasons we may suspend the supply of products to you. We may have to suspend the supply of a product to:
7.10.1 deal with technical problems or make minor technical changes;
7.10.2. update the product to reflect changes in relevant laws and regulatory requirements;
7.10.3. make changes to the product as requested by you or notified by us to you (see clause 6).
7.11. Your rights if we suspend the supply of products. We will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. If we have to suspend the product for longer than 7 days in any 30 day period, we will adjust the price so that you do not pay for products while they are suspended. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 7 days and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
7.12. We may also suspend supply of the products if you do not pay. If you do not pay us for the products when you are supposed to (see clause 5) and you still do not make payment within 14 days of us reminding you that payment is due, we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause 10.7). We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 10.6).
7.13. You may have additional rights under state and/or federal law. You can visit your local state attorney general’s web page for more information that may relate to your rights under this contract.
8. Our rights to end the contract
8.1. We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
8.1.1 you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
8.1.2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, specifications, dimensions, or wording for personalised goods;
8.1.3. you do not, within a reasonable time, allow us to deliver the products to you or collect them from us;
8.1.4. or you do not, within a reasonable time, allow us access to your premises to supply the services.
8.2. You must compensate us if you break the contract. If we end the contract in the situations set out in clause 1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
8.3. We may withdraw the product. We may write to you to let you know that we are going to stop providing the product. We will endeavour to let you know at least 14 days in advance of our stopping the supply of the product and will refund any sums you have paid in advance for products which will not be provided.
9. If there is a problem with the product
9.1. How to tell us about problems. We aim to provide a high standard of service. If at any time you would like to discuss with us how we could improve the provision of our services, or you are dissatisfied with the service you have received or have any other complaints with regards to your order or the product, please contact us. You can telephone our customer service team at 1-314 260 7874 or write to us at email@example.com and Nuchido Inc., 1209 Orange Street, Wilmington, New Castle, Delaware, 19801. We will try to resolve any problem as quickly as possible, investigate any complaints carefully and promptly and report to you with our findings.
9.2. We warrant that on delivery any products which are goods shall:
9.2.1. conform in all material respects with their description;
9.2.2. be free from material defects in design, material and
9.2.3. workmanship; and be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
9.3. Subject to clause 9.4, if:
9.3.1. you give us notice in writing within a reasonable time of discovery that a product does not comply with the warranty set out in clause 9.2;
9.3.2. we are given a reasonable opportunity of examining such products; and
9.3.3. you return such product to us at our cost,we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
9.4. We will not be liable for a product's failure to comply with the warranty in clause 2 if:
9.4.1. you make any further use of such product after you discover that a product does not comply with the warranty set out in clause 2;
9.4.2. the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
9.4.3. the defect arises as a result of us following any drawing, design or specification supplied by you; you alter or repair the product without our written consent; or the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working conditions.
9.4.4. you alter or repair the product without our written consent;
9.4.5. or the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal working conditions.
9.6. These terms shall apply to any repaired or replacement products supplied by us under clause 9.3.
10. Price and payment
10.1. Where to find the price for the product. The price of the product (which does not include state sales tax) will be the price indicated on the order pages when you placed your order. We use our best efforts to ensure that the price of product advised to you is correct. However please see clause 10.4 for what happens if we discover an error in the price of the product you order. The price of the product does not include delivery charges. Our delivery charges are as advised to you during the checkout process, before you confirm your order.
10.2. Inclusion of State Sales Taxes. Please note that the quoted price is exclusive of state sales tax (where applicable) and such tax will be added into your final bill. Prior to confirming your order, you will be presented with a total (tax inclusive figure) which will be the amount you will be paying us for the products.
10.3. We will pass on changes in the sales tax rate of VAT. If the rate of tax changes between your order date and the date we supply the product, we will adjust the rate of tax that you pay, unless you have already paid for the product in full before the change in the rate of tax takes effect.
10.4. What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
10.5. When you must pay and how you must pay. We accept payment by credit card and debit card. You must pay for the products before we dispatch them. In the event that your credit or debit card is charged before your order is accepted, a full refund (including any delivery costs charged) will be issued as soon as possible in the event that we do not accept your order or should you decide not to proceed with the order. In these circumstances, please contact us. If you are paying by subscription then we will withdraw funds against your authorized card or account in advance of product shipment to you.
10.6. We can charge interest if you pay late. If you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of the US Federal Reserve from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
10.7. What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us promptly to let us know and we will not charge you interest until we have resolved the issue.
11. Our liability
11.1. Nothing in these terms limits or excludes our liability for:
11.1.1. death or personal injury caused by our negligence;
11.1.2. fraud or fraudulent misrepresentation;
11.1.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
11.1.4. defective products under the Consumer Protection Act 1987.
11.2. Except to the extent expressly stated in clauses to 9.2 to 9.5 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
11.3. Subject to clause 1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract for:
11.3.1 any loss of profits, sales, business, or revenue;
11.3.2. loss or corruption of data, information or software;
11.3.3. loss of business opportunity;
11.3.4. loss of anticipated savings;
11.3.5. loss of goodwill; or
11.3.6. any indirect or consequential loss.
11.4. Subject to clause 11.1, our total liability to you in respect of all 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 the price of the products.
12. How we may use your personal information
13. Communication between us
13.1. Any notice or other communication given by you to us, or by us to you, under or in connection with the contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail
13.2. A notice or other communication shall be deemed to have been received. if delivered personally, when left at our registered office; 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 or if sent by e-mail, one Business Day after transmission.
13.3. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
13.4. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14. Other important terms
14.1. We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you are unhappy with the transfer, you may contact us to end the contract within 14 days of us telling you about it and we will refund you any payments you have made in advance for products not provided.
14.2. You need our consent to transfer your rights to someone else (except that you can always transfer any guarantee given by us). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing. We may not agree if we reasonably believe that the person to which you wish to transfer your obligations will not be able to fulfil the obligations to be transferred. However, you may transfer a guarantee given by us in relation to the product to a person who has acquired the product. We may require the person to whom the guarantee is transferred to provide reasonable evidence that they are now the owner of the relevant item or property.
14.3. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
14.4. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
14.5. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
14.6. Which laws apply to this contract and where you may bring legal proceedings. This set of terms shall be construed under the laws of Delaware, and jurisdiction and venue for complaints relating to any of these terms shall be correct in the Federal and state courts of Delaware.