T&Cs
TERMS AND CONDITIONS FOR ONE STOP & ESHOP
Clause 12 is explicitly called to the Customer’s attention.
1) INTERPRETATION
1.1 Defined Terms: The definitions below apply to these Conditions:
Business Day: Any day other than a Saturday, Sunday, or US public holiday when banks in New York are open for business.
Commencement Date: As defined in clause 2.2.
Conditions: These terms and conditions, which are subject to updates as per clause 2.7.
Contract: The agreement outlining the terms and conditions for the Supplier’s provision of goods and/or services to the Customer.
Customer: The individual or business that pays the Supplier for the products and/or services.
Deliverables: The products specified in the Order.
Delivery Location: As defined in clause 4.2.
E-Delivery: Software or a license key delivered by email, without a physical form.
Force Majeure Event: As defined in clause 15.
Goods: The items specified in the Order, in whole or in part.
Goods Specification: Any agreed specification for the products, established in writing by exchanging quotations, purchase orders, and/or order acceptance between the Customer and the Supplier.
Intellectual Property Rights: All intellectual property rights including patents, copyrights, trademarks, business names, domain names, goodwill, designs, database rights, and all other rights, whether registered or unregistered, and including applications and rights to renew.
Order: The Customer’s written acceptance of the Supplier’s quotation or, if applicable, the Customer’s purchase order form, specifying the request for Goods and/or Services.
Services: The services and any deliverables provided by the Supplier to the Customer, as defined in the Service Specification.
Service Specification: The written description or specification of the services provided by the Supplier to the Customer.
Supplier: One Stop & Eshop, registered in New York, USA, under Registration # 16583791.
Supplier Materials: As defined in clause 8.1(g).
Customer Default: As defined in clause 8.2.
1.2 Construction: The following rules of interpretation apply to these Conditions:
- A reference to a “person” includes any natural person, corporate body, or unincorporated body (whether or not it has a separate legal personality).
- A reference to a party includes that party’s personal representatives, successors, or permitted assigns.
- A reference to legislation or a statutory provision is a reference to it as amended, re-enacted, or extended from time to time. This includes any subordinate legislation made under the relevant statute or statutory provision, as amended or re-enacted.
- References to “writing” or “written” include emails and faxes.
- Any phrase introduced by the terms “including,” “include,” “in particular,” or any similar expression shall be construed as illustrative and shall not limit the generality of the related general words.
2) CONTRACTUAL GROUNDS
2.1 The Order constitutes an offer by the Customer to purchase products and/or services in accordance with these Conditions.
2.2 The Contract shall only be considered formed when the Supplier issues a written acceptance of the Order, at which point and on that date the Contract shall come into effect (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that they have not relied on any statement, promise, or representation made or given by or on behalf of the Supplier that is not set out in the Contract.
2.4 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions of the Goods or illustrations or descriptions of the Services contained on the Supplier’s website are produced for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract or have any contractual force.
2.5 The Contract is subject to these Conditions, to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
2.6 Any quotation given by the Supplier shall not constitute an offer and is only valid for the Business Day on which it is issued, subject to stock availability.
2.7 Unless specified otherwise, these Conditions apply to all goods and services supplied by the Supplier.
3) GOODS
3.1 The Goods are as described in the quotation, Order, or Goods Specification.
3.2 The Supplier reserves the right to amend the Goods Specification if required by any applicable statutory or regulatory requirements.
4) DELIVERY OF GOODS
4.1 The Supplier shall ensure that each delivery of Goods is accompanied by a delivery note showing the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), and special storage instructions (if any).
4.2 The Supplier shall deliver the Goods to the Delivery Location as specified in the Order or such other location as the parties may agree upon, following notification to the Customer that the Goods are ready.
4.3 Delivery of the Goods shall be deemed completed upon the Goods’ arrival at the Delivery Location.
4.4 The Customer must inspect the Goods within 48 hours of delivery. Within this period, the Customer must notify the Supplier in writing of any issues including:
- Incorrect quantity delivered.
- Faulty Goods delivered.
- Goods not meeting the specification.
- Visibly damaged Goods on delivery.
- Returns are accepted in accordance with the return policy and upon proper written notice to the courier at the time of receipt of visibly damaged goods.
4.5 Any delivery dates provided are estimates only, and time for delivery shall not be of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide adequate delivery instructions or other instructions relevant to the supply of the Goods.
4.6 If the Supplier is unable to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the Price of the Goods.
4.7 The Supplier will attempt to deliver the Goods no more than twice within a period of 5 Business Days.
4.8 If the Customer fails to accept or take delivery of the Goods within 5 Business Days after the Supplier notified the Customer that the Goods were ready, and provided that such failure is not due to a Force Majeure Event or the Supplier’s breach of its obligations under the Contract:
The Supplier may store the Goods until delivery is completed and charge the Customer for all related costs and expenses (including insurance).
Delivery of the Goods shall be deemed to have been completed at 9:00 am on the first Business Day following the day on which the Supplier notified the Customer that the Goods were ready.
4.9 If the Customer fails to take or accept delivery of the Goods within 5 Business Days of the Supplier notifying that the Goods are ready, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge the Customer for any shortfall below the Price of the Goods.
4.10 If the Supplier delivers more or less than the quantity of Goods ordered, the Customer may not reject them. However, if the incorrect quantity is delivered, a pro-rata adjustment shall be made to the invoice.
4.11 The Supplier may deliver the Goods by installments, which shall be invoiced and paid for separately. Each installment shall constitute a separate Contract. Any delay in delivery or defect in an installment shall not entitle the Customer to cancel any other installment or refuse to pay for any other installment.
5) QUALITY OF GOODS
5.1 The Supplier warrants that on delivery, and for a period of time specified in the Supplier’s warranty policy, the Goods shall:
- Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
- Conform in all material respects with their description and any applicable Goods Specification.
- Be free from material defects in design, material, and workmanship.
- Be fit for any purpose expressly made known to the Supplier.
5.2 If the Customer finds any Goods do not comply with the warranty set out in clause 5.1, they must notify the Manufacturer directly to discuss the repair or replacement of the defective Goods, and also give the Supplier a reasonable opportunity to inspect the Goods if requested.
5.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty in clause 5.1 if:
The defect arises because the Customer failed to follow the Supplier’s oral or written instructions regarding the storage, installation, commissioning, use, or maintenance of the Goods or (if there are none) good trade practice.
The defect arises due to any drawing, design, or Goods Specification provided by the Customer.
The Customer alters or repairs the Goods without the written consent of the Supplier.
5.4 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
6) TITLE & RISK
6.1. Upon successful delivery, the Client will own the Items.
6.2. Title to the Goods will transfer to the Customer once the Supplier receives full payment (in cash or cleared funds, including any interest and TAX) for the Goods due for payment.
6.3. Until the title to the Goods has passed to the Customer, the Customer must comply with these obligations to ensure that the Goods are easily distinguishable as the Supplier’s property:
Store the Goods separately from all other goods held by the Customer.
Not remove, deface, or obscure any identifying mark or packaging on or relating to the Goods.
Not incorporate or affix the Goods to any other products, including software, ROM, RAM, hardware, or other media.
Keep the Goods in good condition and maintain insurance on them for their full price against all risks.
6.4. If the Customer has been granted credit terms, the Customer may resell or use the Goods in the usual course of its business before the Supplier receives payment for the Products. However, if the Customer resells the Goods before then:
Title to the Products will transfer from the Supplier to the Customer just before the moment the Customer resells them, and it does so as principal and not as the Supplier’s agent.
6.5. If any events specified in Article 13.2 occur, or there is a failure to make payment for the Goods following Clause 9, before title to the Goods passes to the Customer, the Supplier may:
Demand that the Customer delivers all Goods that have not been resold or irrevocably incorporated into another product.
If the Customer fails to do so promptly, the Supplier may enter any premises of the Customer or any third party where the Goods are stored to recover them, including dismantling any product.
7) SUPPLY OF SERVICES
7.1. The Supplier shall perform the Services for the Customer in all material aspects in line with the Service Specification.
7.2. The Supplier shall use its best efforts to provide the Services by the dates specified in the Order, but any such dates are only estimates, and there is no deadline for completing the Services.
7.3. The Supplier shall have the right to make any changes to the Services that are required to comply with any relevant legislation or safety requirements or that do not materially alter the nature or quality of the Services. The Supplier shall give the Customer notice if this occurs.
7.4. The Supplier guarantees that the Services will be delivered to the Customer with reasonable care and skill.
8) CUSTOMER'S OBLIGATIONS
8.1. The Customer shall:
Confirm that the terms of the Order and the Products Specification (if provided by the Customer) are correct and complete.
Work with the Supplier to resolve any issues pertaining to the Services.
Grant access to the Customer’s property, office space, and other facilities to the Supplier, its employees, agents, consultants, and subcontractors as reasonably necessary for the Supplier to provide the Services.
Ensure that the information provided to the Supplier is true in all relevant respects and provide the Supplier with the information and materials that the Supplier may reasonably require to provide the Services.
Make the necessary preparations for the delivery of the Services on the Customer’s property.
Obtain and maintain all licenses, approvals, and consents that may be necessary for the Services before the commencement date of the Services.
Keep all of the Supplier’s materials, tools, records, and other property (“Supplier Materials”) in safe custody at the Customer’s expense, keep them in good condition until they are returned to the Supplier, and only dispose of or use them in accordance with the Supplier’s written instructions or authorization.
8.2. If a Customer Default—defined as the failure by the Customer to fulfill any relevant obligation—prevents or delays the Supplier from fulfilling any of its duties regarding the Services:
Without limiting any other rights or remedies, the Supplier may suspend the performance of the Services until the Customer remedies the Customer Default and may rely on the Customer Default to excuse it from performing any of its obligations to the extent that the Customer Default prevents or delays the Supplier’s performance of any of its obligations.
The Supplier shall not be responsible for any costs or losses suffered or incurred by the Customer.
9) PAYMENTS AND CHARGES
9.1. The cost of the goods shall be as stated in the Order or, in the absence of a price quote, as stated in the Supplier’s current published price list as of the delivery date. The cost of packaging, insurance, shipping, delivery, and handling of the goods are not included in the price of the goods and must be paid for separately by the Customer when purchasing the goods.
9.2. Services will be billed on a time and materials basis:
As stated in the Supplier’s quotation and the Order, the costs shall be determined in accordance with the Supplier’s usual daily fee rates.
The rates for Services may vary based on the nature of the Services, and the Supplier’s fees, as stated in the quotation and Order, are simply an estimate of fees.
For each individual, the Supplier’s typical daily charge rates are based on a seven-hour workday, from 9:00 am to 5:00 pm, on Business Days.
The Supplier will charge a minimum of half a day’s worth of services (3.5 hours). If the Supplier is required to continue providing Services on subsequent Business Days, each Business Day will incur a minimum fee of half a day. Any additional time incurred by the Supplier in the provision of Services on the same Business Day will be charged to the nearest whole hour based on a proportion of the daily fee rate.
9.3. The Supplier maintains the right to adjust the price in response to any request by the Customer to change the delivery date(s), quantity(s), or type of ordered goods, or the price, by giving notice to the Customer at any time before delivery to reflect any increase in the cost of the Goods to the Supplier caused by any factor outside the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs).
9.4. The Supplier shall invoice the Customer for the Items at the time of shipment or as soon as delivery is complete. After the completion of the Services, the Supplier will invoice the Client for the Services.
9.5. The Supplier may invoice the Customer for the provision of certain Items upon receipt of the Order and require the immediate discharge of that invoice.
9.6. The Customer shall pay each invoice presented by the Supplier, subject to clause 9.5, within the specified days after receiving the invoice for the Products and Services, in full and in cleared funds to an account or portal designated in writing by the Supplier. The Contract’s deadline for payment shall be of the essence.
9.7. The Supplier may, at its sole discretion, extend credit terms to the Customer, pending the latter’s standing, the results of any necessary credit checks, and the delivery of a credit application form. Credit could be revoked when a consumer doesn’t make a timely payment.
9.8. When a customer has been given credit, they are required to pay all supplier invoices within the allotted credit terms days from the date of the invoice, in full, and in cleared funds to a bank account designated in writing by the Supplier.
9.9. The Supplier reserves the right to invoice the Customer in installments for Items delivered in installments; this invoice should be paid in accordance with Sections 9.5 or 9.7 above (as applicable). If payment is either not received or is received late, or if the Customer exceeds the permitted credit limit, the Supplier maintains the right to withhold or suspend delivery of the remaining installments of the Products.
9.10. Any payments made by the Customer under the Contract are exclusive of any amounts related to the applicable amount of added TAX. When the Supplier provides the Customer with a taxable supply for TAX purposes under the terms of the Contract, the Customer is required to pay the Supplier any additional TAX charges at the time payment is due for the supply of the Services or Goods upon receipt of a valid TAX invoice from the Supplier.
9.11. The Customer must pay interest on any late amount at the rate of 3% per year above the Bank of England’s base rate from time to time if the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment. Interest shall accrue daily from the due date until the late sum is paid, whether before or after judgment. The Customer must pay the interest and the late sum in full.
9.12. Except as required by law, the Customer shall pay all payments owing under the Contract in full without any setoff, counterclaim, deduction, or withholding. Without affecting its other rights or remedies, the Supplier may offset any sum owed to it by the Customer against any sum owed to the Customer by the Supplier.
10) REFUNDS
10.1. Subject to section 5, the Supplier may issue a refund to the Customer for the goods purchased. Any refund will be in accordance with the rules in clauses 10.2 and 10.3.
10.2. If the Products are normally held in stock by the Supplier:
When the goods are still sealed, the Supplier will refund the full value of the goods (less any delivery or other fees) less a $25 administration fee.
When the goods have been opened but are still in their original packaging, the Supplier may refund up to 80% of the value of the goods, depending on their condition and packaging and the resale value.
10.3. If the goods are ordered on the Customer’s behalf and the Supplier does not typically keep them in stock, any reimbursement is optional. The refund amount will depend on whether the goods are still sealed, in their original packing, and can be shipped back.
11) INTELLECTUAL PROPERTY RIGHTS
11.1. The Supplier shall be the sole owner of all intellectual property rights relating to, resulting from, or connected with the Services.
11.2. The Customer is aware that using any intellectual property rights owned by third parties in connection with the Services is contingent upon the Supplier receiving a signed license from the relevant licensor on terms allowing the Supplier to grant the Customer access to those rights.
11.3. The Supplier is the sole owner of all materials provided.
12) CONFIDENTIALITY
12.1. All technical or commercial know-how, specifications, inventions, processes, or initiatives that are confidential and that have been disclosed to the receiving party by the other party (the disclosing party), its employees, agents, or subcontractors, as well as any other confidential information regarding the disclosing party’s business, its products, and services that the receiving party may obtain, must be kept in strict confidence by the receiving party. The receiving party shall ensure that its employees, agents, and subcontractors abide by the obligations outlined in this clause by only disclosing such confidential information to those who need to know it to fulfill the receiving party’s obligations under the Contract. The receiving party may also reveal such private information of the disclosing party.
13) LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
13.1. Nothing in these Terms shall restrict or otherwise affect the Supplier’s obligation concerning:
Death or personal injury resulting from its negligence, or the negligence of its employees, agents, or subcontractors.
Fraud or fraudulent misrepresentation.
Violation of the terms implied by sections 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
Violation of the terms implied by sections 12 of the Sale of Goods Act 1979 (title and quiet possession).
Defective goods as defined by the Consumer Protection Act of 1987.
13.2. Subject to clause 13.1:
The Supplier shall not be liable to the Customer, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit or any indirect or consequential loss arising under or in connection with the Contract.
The Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the amount of the Price.
13.3. The provisions suggested by sections 13 through 15 of the Sale of Goods Act of 1979 and sections 3 through 5 of the Supply of Products and Services Act of 1982 are, to the fullest extent permitted by law, excluded from the Contract.
13.4. This clause will continue to apply even if the Contract is terminated.
14) TERMINATION
14.1. Without limiting its other rights or remedies, either party may terminate the Contract immediately by providing written notice to the other party if:
The other party breaches this Contract materially and fails to remedy the breach (if remediable) within five days of receiving written notice to do so.
The other party suspends or threatens to suspend the payment of its debts, is unable to pay its debts as they become due, admits its inability to pay them, or (in the case of a company or limited liability partnership) is determined to be insolvent within the meaning of Section 123 of the Insolvency Act 1986, or (in the case of an individual) is determined to be either insolvent or to have no reasonable prospect of doing so within the meaning of Section 268 of the Insolvency Act.
The other party begins discussions with all or any class of its creditors to reschedule any of its debts or proposes or enters into any compromise or arrangement with its creditors unless (in the case of a company) it is solely for a plan for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party.
A petition is submitted, a notice is given, a resolution is approved, or an order is made regarding the winding up of the other party (which is a company) unless it is solely in connection with a plan to successfully merge the other party with one or more other companies or to successfully reconstruct that other party.
The bankruptcy petition or order relates to the other party, who is an individual.
The other party’s assets are attached or taken into possession by a creditor or encumbrancer, or the other party is sued or subject to distress, execution, sequestration, or another similar process, and the attachment or process is not released within 14 days.
A request for the appointment of an administrator is made in court, an order is issued, or a notice of intent to do so is submitted, or an administrator is appointed over the other party (which is a firm).
The other party (a firm) has become eligible to appoint or has appointed an administrative receiver if the holder of a qualifying charge over its assets has done so.
Someone gains the right to name a receiver over the other party’s assets, or a receiver is named over those assets.
Any occurrence or action that affects the other party in any jurisdiction to which it is subject and that is similar to or equal to any of the events described above occurs concerning the other party.
The other party stops operating all or nearly all of its business, threatens to stop operating, or suspends it.
If the other party’s financial situation deteriorates, the Supplier believes that the Customer’s capacity to effectively perform its obligations under the Contract has been jeopardized.
The other party (an individual) passes away, becomes a patient under any mental health law, or is rendered incapable of managing their affairs due to disease or infirmity (whether mental or physical).
14.2. If the Customer fails to pay any amount due under this Contract by the due date for payment, the Supplier may, without limiting any other rights or remedies, terminate the Contract immediately by giving written notice to the Customer.
14.3. If the Customer fails to pay any amount due under this Contract by the due date for payment, experiences any of the events listed in Clause 14.1, or the Supplier has a good faith belief that the Customer is about to experience any of these events, the Supplier may suspend the supply of Services or all future deliveries of Goods under the Contract or any other contract between the Customer and the Supplier.
14.4. In the event of termination for any reason:
The Customer shall immediately pay all unpaid invoices and interest that the Supplier owes. For Services provided but for which no invoice has yet been submitted, the Supplier shall issue an invoice, which shall be payable by the Customer immediately upon receipt.
The Customer shall return all Materials and Deliverables provided by the Supplier that have not yet been fully paid for. The Supplier may access the Customer’s premises and take ownership of these items if the Customer does not comply.
The parties’ accrued rights and remedies as of termination shall not be affected, including the right to seek damages for any breach of the Contract that existed at or before the date of termination or expiration. Clauses that expressly or by implication have effect after termination shall be followed. Until they are returned, the Customer shall be solely responsible for their safekeeping and will not use them for any purpose unrelated to this Contract.
15) FORCE MAJEURE
15.1. For this Contract, a “Force Majeure Event” means an event beyond the Supplier’s reasonable control, including accidents, break-ins, riots, war, civil unrest, strikes, lockouts, or other labor disputes (whether involving the Supplier’s workforce or that of any other party), failure of a utility service or transportation network, act of God, war, riot, civil unrest, and malicious damage.
15.2. If a Force Majeure Event causes the Supplier to delay or fail to perform its duties under this Contract, the Supplier will not be held responsible to the Customer.
15.3. The Supplier shall have the right, without limiting any other rights or remedies, to terminate this Contract immediately by giving written notice to the Customer if the Force Majeure Event prohibits the Supplier from supplying any of the Services and/or Products for longer than two weeks.
16) GENERAL
16.1. Dealings and Assignments:
All or any of the Supplier’s rights under the Contract may be assigned, transferred, mortgaged, charged, subcontracted, or otherwise dealt with at any time. The Supplier may also subcontract or otherwise assign all or any portion of its duties under the Contract to any third party.
The Customer may not deal with any of its rights or obligations under the Contract in any manner, including assignment, transfer, charge, subcontract, or declaration of trust, without the Supplier’s prior written consent.
16.2. Notices:
Any notice or communication given to a party under or in connection with this Contract must be in writing, addressed to that party at its registered office (if it is a company), principal place of business (in any other case), or such other address as that party may have specified in writing.
Notices must be personally delivered or sent by prepaid first-class mail or another next-working-day delivery service. Notices delivered personally are deemed received when left at the specified address; if sent by prepaid first-class mail or next-working-day delivery service, at 9:00 am on the second Business Day following mailing; if delivered by commercial courier, on the date and time the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day following transmission.
Proceedings or other documents served as part of a legal action are exempt from these rules.
16.3. Severance:
If any clause or part of a clause in the Contract is found to be invalid, unlawful, or unenforceable, it shall be deemed modified to the least degree necessary to make it valid, lawful, and enforceable. If modification is not practicable, the relevant provision or part-provision shall be eliminated. The legality and enforceability of the remaining provisions of the Contract shall not be affected.
16.4. Waiver:
Any waiver of a right under the Contract or the law must be in writing to be effective, and it does not apply to future infractions or defaults. Failure or delay in exercising a right or remedy does not constitute a waiver of that or any other rights or remedies. The exercise of any right or remedy in full or in part does not preclude or limit the exercise of that or any other right or remedy.
16.5. No Agency or Partnership:
Nothing in the Contract shall create a partnership or joint venture between the parties, nor shall it designate either party as the agent of the other. No party shall have the power to bind the other party or act as its agent.
16.6. Third Parties:
A third party who is not a party to the Contract cannot enforce any of its provisions.
16.7. Amendments
No modification to the Contract, including the addition of new terms and conditions, shall be valid unless approved in writing and signed by a Director of the Supplier, except as provided in these Conditions.
16.8. Governing Law:
The law of England and Wales shall govern this Contract and any controversy or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims).
16.9. Jurisdiction:
Each party irrevocably agrees that any dispute or claim arising out of or in connection with this Contract or its subject matter or formation shall be exclusively brought before the courts of England and Wales (including non-contractual disputes or claims).
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