Terms and Conditions
Easy Breathing is the trading name of Podcastme Limited (collectively referred to as “we”, “us” or “our” in these terms) and is a company registered in England and Wales with company number 11891655.
1. Definitions and Interpretation
1.1. The following definitions and rules of interpretation apply in these Conditions:
“Contract” means the agreement entered into by you and us for the supply of Goods in accordance with these Conditions;
“Conditions” these terms and conditions as amended from time to time;
“Delivery Location” means as set out in clause 4.1.
“Goods” your order for the Goods as set out in your electronic acceptance of our quotation.
“Force Majeure Event” means an event, circumstance of cause beyond our reasonable control and including without limitation any effects arising from or in connection with novel coronavirus (known as Covid-19) including but not limited to any restrictions, actions, recommendations or announcements related to its subject matter (whether made by a government body, authority, public health organisation or other similar official body) which affects our performance of our obligations under this Contract
“Order” your order for the Goods to be provided by us which shall take the form of either your electronic acceptance of our quotation.
2. Basis of Contract
2.1. Orders placed by telephone:
(a) Upon receiving an enquiry from you, we will issue you a quote for the price of the Goods via Docusign.
(b) Any quotation given by us shall not constitute an offer and unless otherwise specified is only valid for the date of issue.
(c) The electronic acceptance of our quotation constitutes an offer by you to purchase the Goods in accordance with these Conditions.
(d) Your Order shall only be deemed to be accepted when we issue you an invoice for the price, at which point and on which date the Contract shall come into existence (Commencement Date).
2.2. Order placed via our website:
(a) The placing of an order by you on our website constitutes an offer by you to purchase the Goods in accordance with these Conditions.
(b) Your Order shall only be deemed to be accepted when we issue an invoice for the price, at which point and on which date the Contract shall come into existence (Commencement Date).
2.3. Each Order shall be deemed to be a separate offer you to purchase Goods in accordance with these Conditions, which we shall be free to accept or decline at our absolute discretion and subject to availability.
2.4. We do not provide goods directly to consumers. You are a consumer if you are buying products wholly or mainly for your personal use and not for use in connection with your trade, business, craft or profession. We reserve the right to refuse or cancel any order placed by you if we deem you to be a consumer.
2.5. We do not accept orders from nor will we deliver to any address outside of the UK. We reserve the right to refuse or cancel any order placed to a delivery location outside of the UK.
2.6. Any samples, drawings, descriptive matter or advertising issued by us, and any description or illustrations contained in our catalogues or brochures or on our website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract nor have any contractual force.
2.7. These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.1. Unless otherwise agreed, the minimum quantity is 1,000 units per order.
3.2. We reserve the right to amend the Goods if required by any applicable statutory or regulatory requirement.
4.1. We shall deliver the Goods to the location set out in the Order or such other location as we and us may agree (Delivery Location).
4.2. Delivery is completed on the unloading of the Goods at the Delivery Location.
4.3. Any dates quoted from delivery are approximate only and time of delivery is not of the essence. Delays in the delivery of an Order shall not entitle you to refuse to take delivery of the Order.
4.4. We shall not be liable for any delay in delivery or for any failure to deliver the Goods that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or your failure to take delivery of the Goods.
5.1. We warrant that on delivery the Goods shall conform in all material respects with their description and be free from material defects in design, material and workmanship.
5.2. We do not warrant that the Goods will be fit for any purpose that you make known to us, nor that they will prevent the user of the Goods from contracting Covid-19.
5.3. If you give notice within 48 hours of delivery that more than 10% of the Goods delivered do not comply with the warranty set out in clause 5.1 you may not reject the Goods but we shall, at our option, replace that portion of the Goods which are defective or issue a full or partial refund to you which reflects the proportion of Goods which are defective.
5.4. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
6. Title and Risk
6.1. Risk in and responsibility for the Goods shall pass to you once they have been delivered to the carrier appointed to deliver the Goods to the Delivery Location.
6.2. Title in the Goods shall pass to you once we have received payment in full (in cleared funds) for the Goods.
7. Price and Payment
7.1. The price of the Goods shall be the price set out in the Order.
7.2. We may, by giving notice to you at any time up to 2 business days before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to any factor beyond our control (including foreign exchange fluctuations and increases in taxes and duties).
7.3. The price of the Goods excludes:
(a) amounts in respect of VAT at the prevailing rate; and
(b) The costs and charges of packaging, insurance and transport of the Goods which shall be detailed in the Order.
7.4. Unless otherwise agreed, we shall invoice you on the Commencement Date. You shall pay each invoice as follows:
(a) a deposit of 50% to be paid on the Commencement Date; and
(b) the balance of the invoice to be paid on delivery of the Goods.
7.5. As an alternative to a deposit we may, at our option, accept a purchase order number for a sum equivalent to the price.
7.6. You shall pay each invoice in full and without deduction in pounds sterling in cleared funds to such bank account as nominated by us in writing. Time shall be of the essence of the Contract.
7.7. If you fail to make a payment due to us under the Contract by the due date then, without limiting our remedies under clause 10, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment at a rate of 2% per year above the Bank of England’s base rate from time to time (but at 2% a year for any period when that base rate is below 0%).
8. Liability, Indemnity and Insurance
8.1. We have obtained insurance over in respect of our own legal liability for individual claims. We have been unable to obtain insurance in respect of certain types of loss as a commercially viable price. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange and you are responsible for making your own arrangements for insurance of any excess loss.
8.2. Subject to clause 8.4, we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, other otherwise, for:
(a) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or
(b) any: (i) loss of profit; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption or software, data or information; or (vi) loss of or damage to goodwill.
8.3. Our total liability to you 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 in no circumstances exceed 100% of the price of the Goods.
8.4. Nothing in this Contract shall limit or exclude any liability which cannot legally be limited, including but not limited to, death or personal injury caused by negligence; fraud or fraudulent misrepresentation; and breach of the terms implied by section 12 of the Sale of Goods Act 1979, or defective products under the Consumer Protection Act 1987.
9.1. Each Party undertakes that, except as provided by clause 9.2 or as authorised in writing by the other party, it shall not at any time during the Contract, and for 12 months after its termination disclose any confidential information concerning the business, affairs, customers, clients or suppliers of the other party
9.2. Either party may disclose any confidential information to:
(a) its employees, officers, representatives, sub-contractors, suppliers, or advisors who need to know such information for the purposes of carrying out that party’s obligations under the Contract; and
(b) As may be required by law, a court or competent jurisdiction or any governmental or other regulatory authority.
9.3. Each party shall ensure that its employees, officers, representatives, sub-contractors, suppliers, or advisors to whom it makes a disclose comply with this clause 9.
10.1. Without affecting any other right or remedy available to it, we may immediately terminate the Contract by giving written notice to you if:
(a) any sum owed to us is not paid within 7 days of the due date for payment;
(b) you take any step or action (other than in relation to a solvent restructuring) in connection with entering administration, provisional liquidation or any composition or arrangement with its creditors, being wound up (whether voluntarily or by order of the court), having a receiver appointed to any of your assets or ceasing to carry on business;
(c) you cease to carry on all or a substantial part of your business; or
(d) your financial position deteriorates to such an extent that in our reasonable opinion you are unable to pay your debts.
10.2. Termination or expiry of the Contract however arising, shall not affect any other parties’ rights and remedies that have accrued as at termination or expiry.
10.3. Any provision which, either expressly or by implication, is intended to come into or continue in force on or after termination shall remain in full force and effect.
11. Data Protection
12. Force Majeure
12.1. We shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of our obligations under this Contract if such delay or failure result from a Force Majeure event. In such circumstnces the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or affected.
12.2. If the Force Majeure Event continues for a period of 30 days or more, either party may at its discretion terminate the Contract immediately by written notice. In the event of such termination, any refund of the deposit already paid shall be at our discretion and shall take into account our contractual commitments entered into in reliance on the performance of the Contract.
13.1. Notices. Any notice to be given under the Contract shall be given in writing by email and sent to the contact details set out in the Order. Such notice shall be deemed to have been received by the party on the second business day following posting. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
13.2. Severance. If any provision of this Contract shall prove to be invalid or unenforceable, that Condition shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deleted shall not affect the remainder of the Contract.
13.3. Waiver. No failure or delay by us in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
13.4. Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties.
13.5. Assignment. You may not assign or deal in any other manner with any or all of your rights or obligations under the Contract without our prior written consent.
13.6. Third party rights. No one other than a party to this Contract shall have any right to enforce any of its terms.
(a) A reference to “writing” or “written” includes fax and email;
(b) Any reference to a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
(c) The headings used in these Conditions are for convenience only and shall have no effect upon interpretation.
13.8. Governing Law and Jurisdiction. This Contract shall in all respects be construed and take effect according to the laws of England and Wales whose courts shall have exclusive jurisdiction.