Terms & Conditions of Sale
Floodgate Limited supplies Goods (as defined below) on the following terms and conditions:
1.1. The meaning of the words used in these terms and conditions are as follows:
1.1.1. Agreement: means the agreement between Floodgate and the Buyer for the sale of Goods, incorporating these terms and conditions and the Order Confirmation and any other documents (or parts thereof) specified by Floodgate or in these terms and conditions.
1.1.2. Buyer: means the Consumer, firm or company who enters into the Agreement to purchase Goods from Floodgate.
1.1.3. Buyer’s Order: means the order form submitted by the Buyer for the purchase of Goods and/or an order requested by the Buyer for the purchase of Goods over the telephone.
1.1.4. Consumer: means a person who enters into the Agreement to purchase Goods from Floodgate for their own personal use.
1.1.5. Contract Price: means the price paid by the Buyer for the Goods.
1.1.6. Dispatch Confirmation: means the acknowledgment, whether in writing, by phone or in person provided to the Buyer confirming that the Goods have been sent for delivery to the Buyer.
1.1.7. Floodgate: means Floodgate Limited (Company number 04207336) of 49-51 Lammas Street, Carmarthen, Carmarthenshire, SA31 3AL.
1.1.8. Good Industry Practice: means using standards, practice, methods and procedures and exercising that degree of skill and care, diligence, prudence and foresight which one would reasonably and ordinarily expect from a skilled and experienced person engaged in a similar type of understanding under the same or similar circumstances.
1.1.9. Goods: means the goods Floodgate shall provide to the Buyer and which the Buyer will pay for, being flooding protection products.
1.1.10. Order Confirmation: the acknowledgement provided by Floodgate to the Buyer whether in writing, by telephone or in person confirming acceptance of the Buyer’s Order and setting out details of the same.
1.1.11. Intellectual Property Rights: means patents, inventions, trade marks, service marks, logos, design rights (whether registrable or otherwise), applications for any of the foregoing, copyright, database rights, domain names, trade or business names, moral rights and other similar rights or obligations whether registrable or not in any country (including but not limited to the United Kingdom) and the right to sue for passing off.
1.1.12. Serviced Countries: means those countries which Floodgate will supply Goods to pursuant to this Agreement. A list of Serviced Countries may change from time to time and a full list can be provided by Floodgate on request.
1.1.13. Website: means the Floodgate website at web address www.floodgate.ltd.uk
2. APPLICATION OF TERM
2.1. These terms and conditions shall:
2.1.1. apply to and be incorporated into the Agreement; and
2.1.2. prevail over any terms the Buyer seeks to impose or any inconsistent terms or conditions contained, or referred to in the Buyer’s Order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.
2.2. These terms and conditions apply to all Floodgate sales and any variation to these terms and conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by Floodgate. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Floodgate which is not set out in the Agreement. Nothing in this clause shall exclude or limit Floodgate’s liability for fraudulent misrepresentation.
2.3. The Buyer’s Order, or the Buyer’s acceptance of a quotation for Goods by Floodgate constitutes an offer by the Buyer to purchase the Goods specified in it on these conditions. No offer placed by the Buyer shall be accepted by Floodgate other than:
2.3.1. by an Order Confirmation issued and executed by Floodgate when an order is placed via the Website or an Order Confirmation is communicated to the
Buyer in accordance with clause 4.3; or
2.3.2. (if earlier) by Floodgate delivering the Goods
at which time, subject to clause 4 below, a contract for the supply of those Goods on these conditions will be established.
2.4. The Buyer shall ensure that the details of the Buyer’s Order and any applicable specification or other documentation relating to such order including the details set out in any Order Confirmation or upon an Order Confirmation being communicated to the Buyer by Floodgate are complete and accurate.
3. SERVICE AVAILABILITY
The Website is only intended for use by people resident in the Serviced Countries. Additional terms and conditions may apply to Orders placed outside the United Kingdom or intended for delivery outside the Serviced Countries. These additional terms and conditions are available on request.
4. MAKING AN ORDER
4.1.When the Buyer places an order, the Buyer is making an offer to buy the Goods specified, at the price stated for those Goods from Floodgate. At this stage there is not a binding contract between Floodgate and the Buyer.
4.2. If the Buyer places an order through the Website, the Buyer warrants that:
4.2.1. he or she is legally capable of entering into binding contracts; and
4.2.2. he or she is at least 18 years old;
4.2.3. he or she is resident in one of the Serviced Countries.
4.3. Floodgate will acknowledge the Buyer’s Order to confirm that Floodgate have received the Buyer’s Order whether by email (if the Buyer has placed the order online via our Website) or by post or telephone if the Buyer has ordered Goods via the telephone. The Order Confirmation will provide details of what the Buyer has ordered, the price that will be charged as well as other information about the progress of the Buyer’s Order and estimated dispatch and delivery information. At this stage there will be a binding contract between the Buyer and Floodgate at the time that the Order Confirmation is sent by Floodgate to the Buyer. For the avoidance of doubt an Order Confirmation provided by Floodgate to the Buyer over the telephone will take place once Floodgate accepts the Buyer’s Order and obtains full details from the Buyer which includes but not limited to full contact name, delivery address and credit/debit card details. At this stage there will be a binding contract between the Buyer and Floodgate at the time the Order Confirmation has been communicated to the Buyer. All credit card/debit card details are securely retained on your account and payment is taken for the Goods once the Goods are ready for dispatch.
4.4. Floodgate will issue a Dispatch Confirmation to the Buyer by email (or by post or telephone) to inform the Buyer when the order for the Goods has been dispatched. In the event a Dispatch Confirmation is communicated to the Buyer by telephone the Buyer and Floodgate will arrange and agree a suitable delivery date for the Goods to be delivered.
4.5. The Order Confirmation will only cover the Goods mentioned in it and may not cover all the Goods the Buyer has ordered. If this is the case then the Buyer’s Order made for those Goods will only be accepted when Floodgate sends by email and /or communicates by post or telephone a further Order Confirmation in respect of those Goods.
5. PRICE AND PAYMENT
5.1. The price of any Goods will be as quoted on Floodgate’s Website from time to time, except in cases of obvious error in accordance with clause 5.5.
5.2. These prices include VAT and delivery costs unless stated otherwise.
5.3. Subject to clause 5.4 and 5.5 prices are liable to change at any time, but changes will not affect orders in respect of which Floodgate has already sent by email to the Buyer and/or communicated to the Buyer by post or telephone an Order Confirmation.
5.4. Floodgate’s Website contains a large number of Goods and it is always possible that, despite Floodgate’s best efforts, some of the Goods listed on the Website may be incorrectly priced. Floodgate will normally verify prices as part of the Order Confirmation procedure so that, where a Good’s correct price is less than Floodgate’s stated price, Floodgate will charge the lower amount when dispatching the Goods to the Buyer. If the Goods correct price is higher than the price stated on the Website, Floodgate will normally, at their discretion, either contact the Buyer for instructions as to whether the Buyer wishes to continue with the purchase of the Goods at the correct price or cancel the order, Floodgate will not process your order until instructions have been received from the Buyer, or reject the Buyer’s Order and notify the Buyer of such rejection.
5.5. Floodgate are under no obligation to provide the Goods to the Buyer at the incorrect (lower) price, even after Floodgate have sent the Buyer an Order Confirmation, if the pricing error is obvious and unmistakable and could have reasonably been recognised by the Buyer as a mis-pricing. In these circumstances, Floodgate reserves the right to cancel the Agreement without liability to the Buyer.
5.6. When the Buyer places an order online or by mail order the Buyer authorises Floodgate to debit the credit, debit or other card the Buyer specifies on the Buyers Order for the amount of the Goods at the time Floodgate sends the Order Confirmation.
5.7. Floodgate provides Goods through a variety of sources, online, via catalogues and mail order as well as through other suppliers. The prices for the same Goods may be different among these and Floodgate is under no obligation to match such prices.
5.8. Payment for all Goods must be by cheque, credit or debit card. Floodgate accepts payment by all major credit cards except American Express.
6. AVAILABILITY & DISPATCH OF GOODS
6.1. The availability of the Goods is as shown online on the Floodgate Website or in Floodgate’s catalogue. They are only estimates and should not be relied on as definite statements as to whether the Goods the Buyer wishes to purchase are actually in stock.
6.2. Any times and dates given for dispatch of Goods or the length of time that Goods will take to be delivered are only estimates. If Floodgate is unable to meet any stated dispatch or delivery dates or times Floodgate will inform the Buyer as to the progress of the Buyer’s Order. If the delay will be substantial or if the Goods will not be available at all for dispatch for any reason Floodgate will offer the Buyer the option either to cancel the Buyer’s Order and refund any payment(s) the Buyer has made or select an alternative product.
7. CONSUMER RIGHTS – This clause only applies if the Buyer is a consumer
7.1. Where the Buyer is contracting as a Consumer, the Buyer has a legal right to cancel the Agreement under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out under clause 7.3. This means that during the relevant period if the Buyer, as a Consumer, changes his/her mind or decides for any other reason that the Buyer, as a Consumer, does not want to receive or keep the Goods, the Buyer, as a Consumer, can notify Floodgate of his/her decision to cancel the Agreement and receive a refund. Advice about the Buyer, as a Consumer, legal rights to cancel the Agreement are available from the Buyer’s local Citizens’ Advice Bureau or Trading Standards office.
7.2. However, this cancellation right does not apply in the case of:
(a) the supply of goods that are made to the Buyer’s specifications, made-to-measure or are clearly personalised. The Buyer must ensure that the measurements provided are correct and accurate. Floodgate unfortunately, cannot accept the return of made to measure Goods if the reason for the return is because the Buyer has provided Floodgate with incorrect measurements. However, this will not affect the Buyer’s legal rights as a consumer in relation to made-to-measure Goods that are faulty or not as described. Advice about your legal rights is available at the Buyer’s local Citizen’s Advice Bureau or Trading Standards office.
7.3. Subject to clause 7.2 the Buyer’s legal right to cancel the Agreement starts from the date of the Order Confirmation in accordance with clause 4, which is when the Agreement between the Buyer and Floodgate is formed. The Buyer’s deadline for cancelling the Agreement is 14 working days starting from the day after the Goods have been received. In this case the Buyer will, subject to the terms in this clause 7, receive a full refund of the price paid for the Goods in accordance with Floodgate’s refund policy (set out in clause 11 below).
7.4. To cancel the Agreement, the Buyer must unequivocally let Floodgate know that they have decided to cancel in accordance with clause 7.3. The easiest way to do this is to complete the form which is attached at the back of these terms and conditions of sale or by clicking here.
7.5. The Buyer can also e-mail Floodgate at firstname.lastname@example.org or contact Floodgate’s Customer Services team by telephone on 01267 234205 or by post to 49/51 Lammas Street, Carmarthen, Wales SA31 3AL. If the Buyer is e-mailing Floodgate or writing to Floodgate please include details of the order to help Floodgate to identify it. If the Buyer sends a cancellation notice by e-mail or by post, then the cancellation is effective from the date the e-mail is sent or posted to Floodgate. For example, the Buyer will have given Floodgate notice in time as long as the Buyer sends the letter on the last post on the last day of the cancellation period or e-mail Floodgate before midnight on that day.
7.6. The burden of proof for such a notice of cancelation remains with the Buyer. The Buyer must also return the Goods to Floodgate, without undue delay and in any event not more than 14 days from the day which the Buyer has communicated his decision to withdraw from the Agreement, in the same condition in which the Buyer received them, and at the Buyer’s own cost and risk. The Buyer has a legal obligation to take reasonable care of the Goods while they are in the Buyer’s possession. If the Buyer fails to comply with this obligation, Floodgate may have a right of action against the Buyer for compensation or to deduct sums from any refund due.
8.1. Where Floodgate is not the manufacturer of the Goods, Floodgate shall use reasonable endeavours (but cannot guarantee) to transfer to the Buyer the benefit of any warranty or guarantee given to Floodgate in relation to those Goods which form part of the Agreement between Floodgate and the Buyer.
8.2. Floodgate warrants that (subject to the other provisions of these terms and conditions) upon delivery the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979 for the purposes of use stated in the description on the Floodgate website.
8.3. Floodgate shall not be liable for a breach of the warranty in clause 8.2 unless:
8.3.1. the Buyer gives written notice of the defect to Floodgate within a reasonable time of delivery if the defect is as a result of damage in transit to the carrier; and
8.3.2. Floodgate is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by Floodgate) returns such Goods to Floodgate’s place of business for the examination to take place there.
8.4. Floodgate shall not be liable for a breach of the warranty in clause 8.2 if:
8.4.1. the Buyer makes any further use of such Goods after giving such notice; or
8.4.2. the defect arises because the Buyer failed to follow Floodgate’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) Good Industry Practice; or
8.4.3. the Buyer alters or repairs such Goods without the written consent of Floodgate.
8.5. Subject to clause 8.3 and clause 8.4, if any of the Goods do not conform with the warranty in condition 8.2, Floodgate shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Agreement rate provided that, if Floodgate so requests, the Buyer shall return the Goods or the part of such Goods which is defective to Floodgate.
8.6. If Floodgate complies with clause 8.5, it shall have no further liability for a breach of the warranty in clause 8.2 in respect of such Goods.
8.7. If the Buyer is a Consumer, a manufacturer’s guarantee is in addition to, and does not affect the Buyer’s legal rights in relation to Goods that are faulty or not as described. Advice about the Buyer’s legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
9. RISK AND TITLE
9.1. The Goods are at the risk of the Buyer from the time of delivery.
9.2. Title in the Goods shall not pass to the Buyer until Floodgate has received in full (in cash or cleared funds) all sums due to it in respect of:
9.2.1. the Goods; and
9.2.2. all other sums which are or which become due to Floodgate from the Buyer on any account.
9.3. Until title in the Goods has passed to the Buyer, the Buyer shall:
9.3.1. hold the Goods on a fiduciary basis as Floodgate’s bailee;
9.3.2. store the Goods (at no cost to Floodgate) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as Floodgate’s property;
9.3.3. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
9.3.4. maintain the Goods in satisfactory condition.
9.4. The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
9.4.1. any sale shall be affected in the ordinary course of the Buyer’s business at full market value; and
9.4.2. any such sale shall be a sale of Floodgate’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
9.5. The Buyer’s right to possession of the Goods shall terminate immediately if:
9.5.1. the Buyer becomes insolvent, bankrupt, enters into liquidation, enters into a voluntary arrangement, appoints a receiver or such similar event in any jurisdictions save for the purposes of a solvent reconstruction; or
9.5.2. the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Agreement or any other Agreement between Floodgate and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
9.5.3. the Buyer encumbers or in any way charges any of the Goods.
9.6. Floodgate shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from Floodgate.
9.7. The Buyer grants Floodgate, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
9.8. Where Floodgate is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all such Goods in the order in which they were invoiced to the Buyer.
9.9. On termination of the Agreement, howsoever caused, Floodgate’s (but not the Buyer’s) rights contained in this clause 9 shall remain in effect.
10. INTELLECTUAL PROPERTY RIGHTS
As between the Buyer and Floodgate, all Intellectual Property Rights and all other rights in the Goods shall belong to Floodgate.
11. OUR REFUNDS POLICY
11.1. When the Buyer returns Goods to Floodgate:
11.1.1. because the Buyer, acting as a Consumer, has cancelled the Agreement with Floodgate within the 14 day cooling-off period (see clause 7 above), Floodgate will process the refund due to the Buyer as soon as possible and in any case without undue delay and not more than 14 days from return of the Goods in accordance with clause 11.3. In this case, Floodgate will refund the price of the Goods in full, including the standard cost of sending the item to the Buyer. Floodgate will not be obliged to refund any costs incurred by the Buyer for enhanced delivery over and above the costs of standard delivery. For example, if Floodgate offer delivery of Goods within 7 working days at one cost but the Buyer chooses to have the Goods delivered within 7 working days but at a specified time which incurs additional costs, then Floodgate will only refund what the Buyer would have paid for the cheaper delivery option.
11.1.2. for any other reason (for instance, because the Buyer is not a Consumer, the Buyer has notified Floodgate in accordance with clause 22 that the Buyer does not agree to any change in these terms and conditions or in any of Floodgate’s policies, or because the Buyer claims that the Goods are defective), Floodgate will examine the returned Goods and will notify the Buyer of the Buyer’s refund if applicable via e-mail within a reasonable period of time. Floodgate will usually process the refund due to the Buyer as soon as possible and, in any case, without undue delay and in any event not more than 14 days from the day Floodgate confirmed to the Buyer via e-mail that the Buyer is entitled to a refund for the defective Goods (so long as the Goods have been returned). Goods returned by the Buyer because of a defect will be refunded in full, including a refund of the delivery charges for sending the item to the Buyer and the cost incurred by the Buyer in returning the item to Floodgate.
11.2. Where the Buyer is purchasing Goods in a business capacity the Buyer has the right to return the Goods within 7 working days. For the avoidance of doubt this clause 11 does not apply to any Goods purchased by a distributor of Floodgate. The terms and conditions contained with the distributor agreement will apply in this regard.
11.3. Any refund due to the Buyer in accordance with clauses 11.1.1 and 11.1.2 above, will not be due until Floodgate have received the returned Goods or until the Buyer has supplied Floodgate with evidence that the Goods have been sent back, whichever is earliest.
11.4. The Buyer shall ensure that reasonable care is taken when returning the Goods and the Buyer must use an established transport or postal service provider to ensure that the Goods reach Floodgate in good condition and are not damaged in transit. In the event the Goods are damaged in transit Floodgate may have a right of action against the Buyer for compensation or to deduct sums from any refund due.
11.5. Unless the Goods are faulty or not as described the Buyer, whether as a consumer or a business, will be responsible for the cost of returning the Goods to Floodgate. If the Good is one which cannot be returned by post, Floodgate estimate that if the Buyer uses the carrier which delivered the Goods to the Buyer these costs should not exceed the sums Floodgate charged the Buyer for delivery.
11.6. Floodgate will refund any money received from the Buyer using the same method originally used by the Buyer to pay for the purchase unless otherwise expressly agreed or if such refund would cause the Buyer to incur additional fees.
11.7. If the Buyer is a Consumer, Floodgate are under a legal duty to supply Goods that are in conformity with the Agreement. As a Consumer, the Buyer has legal rights in relation to Goods that are faulty or not as described. These legal rights are not affected by the Buyer’s right of return and refund in this clause 11 or anything else in these Terms. Advice about your legal rights is available from the Buyer’s local Citizens’ Advice Bureau or Trading Standards office.
12. OUR LIABILITY
12.1. Notwithstanding the provisions of clause 8, Floodgate warrants to the Buyer that any Goods purchased from Floodgate are of satisfactory quality and reasonably fit for all the purposes for which Goods of the kind are commonly supplied.
12.2. Subject to the provisions of this clause 12 and clause 8, all other warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Agreement.
12.3. If the Goods Floodgate delivers are not what the Buyer ordered or are damaged or defective or the delivery is of an incorrect quantity, Floodgate shall have no liability to the Buyer unless the Buyer uses reasonable efforts to notify Floodgate in writing at Floodgate’s contact address of the problem within a reasonable time of the delivery of the Goods in question.
12.4. Subject to clause 12.6, if the Buyer does not receive Goods ordered within 30 days of the date on which the Buyer ordered them, Floodgate shall have no liability to the Buyer unless the Buyer uses reasonable efforts to notify Floodgate in writing at Floodgate’s contact address of the problem within 40 days of the date on which the Buyer ordered the Goods.
12.5. If the Buyer notifies a problem to Floodgate under this clause 12, Floodgate shall at its option:
12.5.1. to make good any shortage or non delivery;
12.5.2. to replace or repair any Goods that are damaged or defective; or
12.5.3. to refund to the Buyer in accordance with clause 11 the amount paid for the Goods in question subject to the Buyer returning the Goods.
12.6. Due to the bespoke nature of the Goods provided by Floodgate, in certain circumstances the delivery of the Goods will not be possible within 30 days of the date on which the Goods were ordered by the Buyer. If this is the case, Floodgate will inform the Buyer when the Order is received that delivery of the Goods within 30 days will not be possible and Floodgate will inform the Buyer of the estimated delivery date. Floodgate shall use all reasonable endeavours to keep the Buyer informed of the estimated date of delivery, but the Buyer accepts that the date provided is an estimate only. Floodgate accepts no liability for any delays in delivery caused by the manufacturer of the Goods so far as this is outside Floodgate’s control.
12.7. Nothing in these conditions excludes or limits the liability of Floodgate:
12.7.1. for death or personal injury resulting from Floodgate’s negligence; or
12.7.2. under section 2(3) Consumer Protection Act 1987; or
12.7.3. for any matter which it would be illegal for Floodgate to exclude or attempt to exclude its liability; or
12.7.4. for any damage or liability incurred by the Buyer as a result of fraud or fraudulent misrepresentation by Floodgate.
12.8. Subject to clause 12.7 Floodgate’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the Contract Price; and
12.9. Floodgate shall not be liable to the Buyer for any:
a) pure economic loss,
b) loss of profit,
c) loss of business,
d) depletion of goodwill or otherwise,
in each case whether direct, indirect or consequential, or
e) any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Agreement.
12.10. If Floodgate’s performance of its obligations under the Agreement is prevented or delayed by any act or omission of the Buyer, its agents, sub-contractors or employees, Floodgate shall not be liable for any costs, charges or losses sustained or incurred by the Buyer arising directly or indirectly from such prevention or delay.
12.11. The Buyer shall be liable to pay to Floodgate, on demand, all reasonable costs, charges or losses sustained or incurred by Floodgate (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss of damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Buyer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Agreement, subject to Floodgate confirming such costs, charges and losses to the Buyer in writing.
13. IMPORT DUTY
13.1. If the Buyer orders Goods from Floodgate’s Website for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Buyer will be responsible for payment of any such import duties and taxes. Please note that Floodgate has no control over these charges and cannot predict their amount. The Buyer is advised to please contact their local customs office for further information before placing any order.
13.2. The Buyer must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to purchase Goods from our Website. The importation or exportation of certain of Floodgate’s Goods to the Buyer may be prohibited by certain national laws. Floodgate makes no representation and accepts no liability in respect of the export or import of the Goods the Buyer purchases.
14. WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications Floodgate sends to the Buyer should be in writing. When using the Floodgate Website, the Buyer accepts that communication with Floodgate will be mainly electronic. Floodgate will contact the Buyer by e-mail or provide the Buyer with information by posting notices on the Floodgate Website. The Buyer agrees to this electronic means of communication and acknowledges that all contracts, notices, information and other communications that Floodgate provides to the Buyer electronically comply with any legal requirement that such communications be in writing. This condition does not affect the Buyer’s statutory rights.
All notices given by the Buyer to Floodgate must be in writing, except in relation to the cancellation period contained within clause 7.3,and sent to Floodgate Limited at 49-51 Lammas Street, Carmarthen, Carmarthenshire SA31 3AL or via e-mail to: email@example.com. Floodgate may give notice to the Buyer at either the e-mail or postal address the Buyer provides to Floodgate when placing an order, or in any of the ways specified in clause 13 above. Notice will be deemed received and properly served immediately when posted on Floodgate’s Website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. 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.
16. TRANSFER OF RIGHTS AND OBLIGATIONS
16.1. The Agreement between Floodgate and the Buyer is binding on both parties and on both parties’ respective successors and assigns.
16.2. The Buyer may not transfer, assign, charge or otherwise dispose of the Agreement, or any of its rights or obligations arising under it, without Floodgate’s prior written consent.
16.3. Floodgate may transfer, assign, charge, sub-contract or otherwise dispose of the Agreement, or any of Floodgate’s rights or obligations arising under it, at any time during the term of the Agreement.
17. EVENTS OUTSIDE OUR CONTROL
17.1. Floodgate will not be liable or responsible for any failure to perform, or delay in performance of, any of Floodgate’s obligations under the Agreement that is caused by events outside Floodgate’s reasonable control (Force Majeure Event).
17.2. A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Floodgate’s reasonable control and includes in particular (without limitation) the following:
17.2.1. Strikes, lock-outs or other industrial action.
17.2.2. Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.
17.2.3. Fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
17.2.4. Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
17.2.5. Impossibility of the use of public or private telecommunications networks.
17.2.6. The acts, decrees, legislation, regulations or restrictions of any government.
17.3. Floodgate’s performance under the Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and Floodgate will have an extension of time for performance for the duration of that period. Floodgate shall use reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which Floodgate’s obligations under the Agreement may be performed despite the Force Majeure Event.
18.1. If Floodgate fail, at any time during the term of the Agreement, to insist upon strict performance of any of the Buyer’s obligations under the Agreement or any of these terms and conditions, or if Floodgate fail to exercise any of the rights or remedies to which Floodgate are entitled under the Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve the Buyer from compliance with such obligations.
18.2. A waiver by Floodgate of any default shall not constitute a waiver of any subsequent default.
18.3. No waiver by Floodgate of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to the Buyer in writing in accordance with clause 15 above.
If any of these terms and conditions or any provisions of the Agreement are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
20. ENTIRE AGREEMENT
20.1. These terms and conditions and any document expressly referred to in them represent the entire agreement between Floodgate and the Buyer in relation to the subject matter of any contract and supersede any prior agreement, understanding or arrangement between Floodgate and the Buyer, whether oral or in writing.
20.2. Both Floodgate and the Buyer each acknowledge that, in entering into the Agreement, neither party has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such contract except as expressly stated in these terms and conditions.
20.3. Neither Floodgate or the Buyer shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of any contract (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in these terms and conditions.
21. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
For the purposes of the Contracts (Rights of Third Parties) Act 1999 this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
22. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS
22.1. Floodgate has the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting Floodgate’s business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in Floodgate’s system’s capabilities.
22.2. The Buyer will be subject to the policies and terms and conditions in force at the time that the Buyer orders Goods from Floodgate, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by the Buyer), or if Floodgate notify the Buyer of the change to those policies or these terms and conditions before Floodgate provide the Buyer with the Order Confirmation (in which case Floodgate has the right to assume that the Buyer has accepted the change to the terms and conditions, unless the Buyer notifies Floodgate to the contrary within seven working days of receipt by the Buyer of the Goods and returns the Goods in accordance with clause 11.).
23. LAW AND JURISDICTION
Agreements for the purchase of Goods through Floodgate’s Website or through any other means and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by the laws of England and Wales. Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.