TERMS AND CONDITIONS OF SALE
Liberty Java Ltd t/a Indigo Valley
Company Number:12565371 | VAT Registration Number:356117308
Registered Office: Halfway House, Burford, OX18 4PA
1 — Definitions and Interpretation
In these Terms and Conditions, the following words have the following meanings:
- “Agreement” or “Contract” means the agreement between us and you for the supply of Goods and/or Services, comprising these Terms and Conditions, any written quotation we issue and our order confirmation.
- “Bespoke Products” has the meaning given in Section 8.
- “Business Customer” means a customer purchasing Goods or Services wholly or mainly in the course of a business, trade or profession.
- “Equipment” means coffee machines, brewing equipment and other durable apparatus that we supply, including any Bespoke Products.
- “Goods” means any products we supply, including Equipment and consumables.
- “Order” means an order for Goods and/or Services placed by you.
- “Services” means any installation, maintenance or other services we supply.
- “we”, “us” or “our” means Liberty Java Ltd (company number:12565371) trading as Indigo Valley, whose registered office is at Halfway House, Burford, OX18 4PA.
- “you” or “your” means the Business Customer named on the Order.
- “Working Day” means any day other than a Saturday, Sunday or public holiday in England.
- References to “writing” or “written” include email, unless stated otherwise.
2 — Business Customers Only
These Terms and Conditions apply only to Business Customers. Nothing in these Terms and Conditions is intended to exclude or restrict any legal right or remedy that cannot lawfully be excluded or restricted.
By placing an Order, you confirm that you are acting as a Business Customer and not as a consumer.
3 — Formation of Contract
A legally binding Contract is created when we accept your Order. An Order is not accepted until we have confirmed acceptance in writing, issued an order confirmation, or otherwise clearly indicated that we accept the Order.
Any terms contained in a purchase order or other document issued by you will not apply unless we expressly agree to them in writing.
4 — Our Right to Refuse an Order
We retain the right to refuse any Order. If we refuse an Order, we will notify you within 5 Working Days of receiving it. If we have received any payment for an Order that we subsequently refuse, that payment will be refunded.
5 — Prices
Prices are as shown on our website or, where issued, in our written quotation.
All prices are subject to change without notice. Any and all offers, promotions, discounts, and special pricing arrangements are subject to change, withdrawal, or amendment at any time at our discretion without prior notice.
Unless expressly stated otherwise, prices are exclusive of VAT and any applicable delivery, installation or other charges.
6 — Payment Terms
Trade Account Customers: payment is due within thirty (30) days of the invoice date unless otherwise agreed in writing.
Non-Account Customers: All orders must be paid for on a pro forma basis prior to the supply of goods or services.
All commercial machine sales are supplied on a pro forma basis and must be paid in full before the order is placed with the manufacturer or supplier, unless otherwise agreed in writing.
You shall pay all sums due under the Contract in full, in cleared funds, without any deduction, set-off or counterclaim, except as required by law.
If any invoice is not paid in full by its due date, we may, without liability to you, suspend further deliveries or Services under any Order until payment is received in full.
Acceptable payment methods:
Bank Transfer: Liberty Java Limited T/A Indigo Valley — Sort Code: 40-51-62 | Account: 33251680. Please quote the invoice number when making payment.
Credit/Debit Card: by calling 0333 222 4020.
Late payment interest may be charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 at 8% per annum above the Bank of England base rate, calculated daily from the date payment becomes due until payment is received.
We may also charge the statutory fixed compensation for recovery costs applicable to the debt, including £40 for debts up to £999.99 and £70 for debts between £1,000 and £9,999.99, together with any further reasonable recovery costs permitted by law.
7 — Cancellation Rights
For the avoidance of doubt, because these Terms and Conditions apply to Business Customers, statutory consumer cancellation rights do not apply.
Unless these Terms and Conditions expressly provide otherwise, you have no contractual right to cancel an accepted Order.
Any cancellation you request must be made in writing and will take effect only if we confirm our agreement in writing.
Cancellation of Equipment orders is dealt with specifically under Section 14.
8 — Bespoke Products
“Bespoke Products” include any made-to-order, customised, specially configured or personalised items, including specially configured coffee machines, equipment and white-label products.
Bespoke Products cannot be cancelled once an Order has been accepted by us unless we expressly agree otherwise in writing.
9 — Equipment Delivery Deposit
For non-UK stocked Equipment or Equipment with a lead time of over 15 working days:
- A £1,000 deposit invoice will be issued.
- Delivery and/or installation will only be arranged after the deposit has been paid.
- The deposit will be refunded within 5 Working Days of successful delivery.
10 — Equipment Warranties
All Equipment is supplied with the standard manufacturer’s commercial warranty applicable to that Equipment. Extended warranties may be available by request and are brand dependent.
Warranty callouts must be reported to [email protected].
Callouts or repairs may be chargeable where the manufacturer’s warranty terms have been voided or do not cover the issue, including but not limited to:
- failure to follow recommended machine cleaning or maintenance processes;
- misuse, accidental damage or user damage;
- incorrect installation or use;
- limescale build-up; or
- use outside the manufacturer’s guidelines.
11 — Delivery of Goods
Goods will be delivered to the address provided at the time of ordering. Delivery will take place as soon as reasonably possible or on an agreed date.
Any delivery date provided is an estimate unless we expressly agree in writing that it is a guaranteed date.
Delivery surcharges may apply to certain UK areas, and delivery may not be available in some locations.
12 — Risk and Retention of Title
Risk in the Goods passes to you on delivery.
Ownership of the Goods does not pass to you until we have received payment in full, in cleared funds, for those Goods and any other sums then due to us in respect of them.
Until ownership has passed to you, you must:
- store the Goods separately from your own goods and those of any third party, and ensure they remain clearly identifiable as our property;
- keep the Goods insured for their full replacement value and, if requested, provide evidence of that insurance;
- not remove, deface or obscure any identifying mark or packaging on the Goods; and
- not pledge, charge or grant any security interest over the Goods, whether or not you are entitled to resell them in the ordinary course of your business.
If you resell Goods before ownership has passed to you, you do so as principal and not as our agent, and must account to us for the proceeds if we ask you to.
If sums owed to us remain unpaid after their due date, or if you become insolvent or enter into any arrangement with your creditors, we may, without liability to you, enter any premises where the Goods are stored to repossess them, and may resell or otherwise dispose of any Goods we repossess.
13 — Returns and Cancellations of Non-Perishable Consumables
You may request cancellation of an Order for standard non-perishable, non-bespoke goods before the goods are dispatched by notifying us in writing.
If goods have already been processed, packed or dispatched, we may charge you for any direct costs reasonably incurred as a result of the cancellation, including return or collection costs.
Where we expressly agree to accept a return of standard non-perishable, non-bespoke goods, the return must be requested in writing and approved by us before the goods are returned.
Unless otherwise agreed in writing:
- goods must be unused, unopened and in their original, undamaged packaging;
- goods must be returned at your cost and risk;
- the return must be received by us within 14 days of delivery; and
- a 10% restocking fee will apply.
We cannot credit goods that are damaged, incomplete, used, opened or not received back.
Any manufacturer restocking, inspection, collection, transportation or other charges arising from an authorised return may also be deducted from any refund or credit due.
14 — Equipment: No Change-of-Mind Returns or Cancellations
Equipment is supplied on a business-to-business basis and is not returnable or cancellable because you have changed your mind, no longer require the Equipment, ordered the wrong Equipment, changed your business requirements, or otherwise no longer wish to proceed.
Once an Equipment Order has been accepted by us, it may only be cancelled if:
- the Equipment is faulty or defective and the matter is dealt with under Section 16; or
- we expressly agree in writing to the cancellation before the Equipment has been supplied.
Where we agree in writing to cancel or accept a return of non-faulty Equipment, we may require the manufacturer’s agreement and may charge you for any manufacturer restocking, inspection, collection, transportation or other charges, together with our reasonable administration costs.
Any refund or credit in such circumstances will be subject to these charges and any other costs reasonably incurred by us.
Where Equipment is made-to-order, customised or specially configured, it cannot be cancelled or returned once the Order has been accepted, except where required by law or where we expressly agree otherwise in writing.
15 — Perishable Goods
Perishable goods, including roasted coffee, cannot be returned or cancelled once the Order has been accepted or the goods have been dispatched, unless the goods are faulty, damaged, supplied incorrectly, or we otherwise agree in writing.
Because of their perishable nature, perishable goods are not eligible for return because you have changed your mind, no longer require them, ordered too much, or are unable to use them.
Any claim relating to damage, incorrect goods or a suspected fault must be made in accordance with Section 16.
16 — Faulty, Damaged or Incorrect Goods
Any visible damage, shortage or incorrect goods must be notified to us in writing within 5 Working Days of delivery, together with reasonable details and, where appropriate, photographic evidence.
If goods are found to be faulty or defective, you must notify us within 48 hours and provide reasonable details of the issue, with photographic evidence if possible.
Where we confirm that goods are faulty, defective, damaged or supplied incorrectly, we will, subject to your legal rights and the circumstances of the case:
- repair the goods;
- replace the goods;
- correct any shortfall or error; or
- provide an appropriate refund or credit.
Goods must not be returned without our prior authorisation and instructions.
We may refuse a claim where the issue has resulted from misuse, incorrect installation, accidental or user damage, failure to follow manufacturer instructions or recommended cleaning procedures, limescale build-up, or use outside the manufacturer’s guidelines.
Nothing in these Terms and Conditions excludes or restricts liability or rights that cannot lawfully be excluded or restricted.
17 — Returns Procedure
All authorised returns must be approved in writing by us before goods are sent back.
We will provide return or collection instructions where applicable. Goods must not be returned to us without prior authorisation.
Unless otherwise agreed in writing, the cost and risk of returning non-faulty goods will be the customer’s responsibility.
Equipment returned because of a confirmed fault is dealt with under Section 16 and the applicable manufacturer warranty, rather than under the non-faulty returns provisions.
18 — Returns Address
All authorised returns must be clearly labelled by the sender and sent to:
Liberty Java Ltd T/A Indigo Valley, Halfway House, Shilton Road, Burford, OX18 4PA.
Courier tracking information for returned goods can be sent to [email protected].
19 — Liability
Nothing in these Terms and Conditions excludes or limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited.
Subject to the above, and to the extent permitted by law, our liability for faulty, damaged, incorrect or missing goods is limited to the remedies set out in Section 16.
We will not be liable for indirect or consequential loss, including loss of profit, revenue, business, contracts, anticipated savings or goodwill.
To the extent permitted by law, our total liability arising from any Order will not exceed the amount paid for the goods giving rise to the claim.
20 — Confidentiality
Each party shall keep confidential any information of a confidential nature disclosed to it by the other party in connection with the Contract, and shall not disclose that information to any third party except as required by law or regulation, as reasonably necessary to perform the Contract, or with the other party’s prior written consent.
21 — Assignment and Subcontracting
We may assign, transfer, charge, subcontract or otherwise deal with any or all of our rights and obligations under the Contract.
You may not assign, transfer, charge, subcontract or otherwise deal with any of your rights or obligations under the Contract without our prior written consent.
22 — Notices
All notices from you must be sent in writing to: Liberty Java Ltd T/A Indigo Valley, Halfway House, Shilton Road, Burford, OX18 4PA.
Notices from us may be sent to the contact details provided when the Order was placed or to the address displayed on our website.
23 — Events Beyond Our Control
We are not liable for failure or delay caused by events beyond our reasonable control, including industrial action, supply-chain disruption, manufacturer delays, transport disruption, system failures, fire, flood, extreme weather, or other unforeseen circumstances (a “Force Majeure Event”).
Where a Force Majeure Event affects an Order, we will use reasonable endeavours to notify you and to minimise the impact.
If a Force Majeure Event prevents us from performing an Order for more than 60 consecutive days, either party may terminate the affected Order by written notice, in which case we will refund any sums you have paid for Goods or Services not provided.
24 — Variation of These Terms
We may update or amend these Terms and Conditions from time to time. The version in force at the date you place an Order will apply to that Order, and any variation will not affect Orders already accepted.
25 — Invalidity
If any part of these Terms and Conditions is found to be invalid, illegal or unenforceable, that part will be treated as modified or removed to the minimum extent necessary, and the remaining terms will remain in full force and effect.
26 — Privacy and Data Protection
By placing an Order, you acknowledge our Privacy Policy, available on our website, which explains how we process personal data in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018.
27 — Third-Party Rights
No third party has rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, except where expressly stated otherwise in writing.
28 — Governing Law and Jurisdiction
These Terms and Conditions are governed by English law.
The courts of England and Wales will have exclusive jurisdiction over any dispute arising from or in connection with these Terms and Conditions, subject to any mandatory legal jurisdiction that cannot lawfully be excluded.
29 — Entire Agreement
These Terms and Conditions, together with any written quotation, order confirmation, pricing and delivery details expressly incorporated into the Order, constitute the entire agreement between us in relation to that Order.
Any terms contained in a customer purchase order or other document will not apply unless expressly accepted by us in writing.
Verbal statements by our representatives do not alter these Terms and Conditions unless confirmed by us in writing.
Nothing in this section limits liability for fraud or fraudulent misrepresentation.
