Please read the following Terms and Conditions carefully. They contain important information about your rights and obligations. We recommend that you keep a copy of these Terms and Conditions and (if this document is not in hard copy form) that you print out these Terms and Conditions from the Website by clicking on the print icon on your browser so that you can keep them for your future reference.
About us and these Terms and Conditions
Who we are: “We” or “us” are Rose Phillips, LLC., a company registered in Illinois, USA with registered number 05059577 whose registered office is at 332 S. Michigan Avenue, 10th FL R660, Chicago, Illinois 60604. If you have any comments or suggestions, we would be pleased to receive them at our main address or by emailing us at email@example.com.
Scope of these Terms and Conditions: These Terms and Conditions govern your registration for an account (an “Account”), and the supply by us of any product ordered by you, on the www.rosephillipsonline.com.com web site (the “Website”). Any particular individual product that you order at any one time from us is referred to in these Terms and Conditions as a “Product”. Further details of a Product can be obtained by reviewing the Website. By registering for an Account, you agree to be legally bound by these Terms and Conditions.
Changes to these Terms and Conditions: No other terms or changes to the Terms and Conditions shall be binding unless agreed in writing signed by us.
Definitions and Interpretation: In these Terms and Conditions:
“Acknowledgement” means our acknowledgement of your Order;
a “Business Day” means any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not physically open for business in Chicago;
“Confirmation of Order” means our written or electronic communication to you in which we accept your Order in accordance with clause 4.9;
the “Contract” means your order of a Product in accordance with these Terms and Conditions which we accept in accordance with clause 4.9. If you order more than one unit of Product, each Product ordered will constitute a separate Contract;
“Order” means the order submitted by you to the Website to purchase a Product from us online;
“Payment Information” means the credit or debit card details you provide to us for the purchase of any Product via the Website;
“you” means the customer who orders a Product from us, whose details are more particularly set out when going through the Order process on the Website;
references to “clauses” are to clauses of these Terms and Conditions;
headings (including headings within individual clauses) are for ease of reference only and shall not affect the interpretation or construction of the Terms and Conditions;
words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual, company, corporation, firm or partnership;
references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification); and
references to “includes” or “including” or like words or expressions shall mean without limitation.
Effect Accepting these Terms and Conditions: These Terms and Conditions shall apply to your registration for an Account, and to all Orders and to all Contracts made or to be made by us for the sale and supply of Products. When you register for an Account on the Website, this shall always constitute your unqualified acceptance of these Terms and Conditions. Nothing in these Terms and Conditions affects your statutory rights (including the right to insist that goods you buy from businesses must correspond with their description, be fit for their purpose and be of satisfactory quality).
Registration for the Website
Age Limit: To register for an Account, you must be over the age of 18.
Registration details: Once you register with the Website, you will be asked to create a username for, and allocate a password to, your Account. You must keep the password confidential and immediately notify us if any unauthorized third party becomes aware of that password or if there is any unauthorized use of your email address or your Account or any breach of security known to you. You agree that any person to whom your user name or password is disclosed is authorized to act as your agent for the purposes of using (and/or transacting via) your Account. Please note that you are entirely responsible if you do not maintain the confidentiality of your password.
Email addresses: You must be registered with a valid personal email address that you access regularly, so that, among other things, administration emails can be sent to you. Any Accounts which have been registered with someone else’s email address or with temporary email addresses may be closed without notice. We may require you to validate Accounts at registration or if we believe you have been using an invalid email address.
Closing Accounts: We reserve the right to prevent you using the Website or your Account, and we reserve the right to decline a new registration.
Making Orders of Products
Procedure for making an Order: When making an Order, you must follow the instructions on the Website as to how to make your Order and for making changes to your Order before you submit it to the Website.
Price: Irrespective of any previous price you have seen or heard, once you select a Product that you wish to Order, you will then be shown the charges you must pay including any duties and taxes, if applicable, and any applicable delivery charges. Unless otherwise stipulated on the Website or agreed in writing by us, all charges are in the currency then in force in the USA (i.e. currently Dollars). Subject to clause 4.11 below, this is the total that you will pay for receipt of the ordered Product.
Delivery: Any delivery charge will be based on a number of factors and will be confirmed before you place your Order.
Payment methods: You shall pay for the Product in full at the time of ordering by supplying us with your Payment Information, which we require in order to process your Order. Alternatively, you may pay by any method that we have said is acceptable to us, but in any event (unless otherwise agreed by us in writing) we shall not be bound to supply before we have received cleared funds in full. We may need to run credit checks or other anti-fraud checks in certain cases, for example, if the billing address does not match the delivery address – and you agree to cooperate with these checks.
Permission to pay: You must be fully entitled to use that card and account in relation to the Payment Information you provide to us. The card and account must have sufficient funds to cover the proposed payment to us.
Correct details: You must ensure that all details you provide to us for the purpose of purchasing the Product from us will be correct, that the credit or debit card, or account or other payment method, which you use, is your own and that there are sufficient funds or credit facilities to cover the cost of the Product. We reserve the right to obtain validation of your Payment Information before providing you with a Product.
Being bound by these Terms and Conditions: When you submit an Order to the Website, you agree that you do so subject to these Terms and Conditions current at the date you submit your Order. You are responsible for reviewing the latest Terms and Conditions each time you submit your Order.
Your Order is an offer to buy: Your Order remains valid as an offer until we dispatch the Product which is the subject of your Order to you or, if earlier, when we receive your notice revoking your Order.
Acceptance of your Order: We shall not be obliged to supply the Product to you until we have accepted your Order. Unless expressly stating that we accept your Order, an email, letter, fax or other Acknowledgement of your Order by us is purely for information purposes and does not constitute our acceptance of your Order. In that Acknowledgement, we may give you an Order reference number and details of the Product you have ordered. We may, in our discretion, refuse to accept an Order from you for any reason, including unavailability of supplies or we may offer you an alternative Product (in which case we may require you to re-submit your Order first). The Contract shall be formed and we shall be legally bound to supply the Product to you when we accept your Order. Acceptance shall take place when we expressly accept your Order by email in a form called a “Confirmation of Order” stating that we are accepting your Order. Our Confirmation of Order shall be deemed to come into effect when we have dispatched it. Without affecting your obligation to pay us earlier, we may send an invoice to you at any time after we have accepted your Order. Until the time when we accept your Order, we reserve the right to refuse to process your Order and you reserve the right to cancel your Order. If we or you have cancelled your Order before we have accepted it, then we will promptly refund any payment already made by you or your credit or debit card company to us for the order of the Product.
Mistakes in an Order: If you discover that you have made a mistake with your Order after you have submitted it to the Website, please contact us through the “My Account” section of the Website or by email to firstname.lastname@example.org immediately.
Accuracy of prices: We try very hard to ensure that the price given to you is accurate, but the price of your Order will need to be validated by us as part of our acceptance procedure. If the price for the Order changes before we accept your Order, we will contact you and ask you to confirm that you wish to proceed at the amended price.
Delivery of the Product
Delivery: We aim to deliver the Product to you at the place of delivery requested by you in your Order. If you are in the European Union, we will be shipping your delivery from the USA (and it will be subject to UK taxes, levies and duties – for example UK VAT – which will be paid by Rose Phillips).
Accepting delivery: We cannot leave Products at places of delivery stipulated in your Order if you, or someone you have authorized to accept delivery, is not present to accept delivery. Anyone at the delivery address will be deemed to be authorized to accept delivery.
Timeframe: We aim to deliver within 30 days of the date on which you place your Order or such other timeframe as may be indicated on the Website. However, we cannot promise an exact date at the time of your Order. We always aim to deliver in accordance with any confirmed delivery date we have given to you for any Order which we accept but we cannot guarantee any firm delivery dates.
Next day delivery details: We may offer you an option for next day delivery of your Order. However, if next day delivery is available through the Website, we only offer next day delivery for Orders placed (and for which we have received full payment) before 11am. Next day delivery may not be available for Orders placed on, or that you want to be delivered on, Saturdays, Sundays or Bank Holidays. Finally, next day delivery will always be subject to availability of stock, subject to a surcharge and will always be dependent on where the delivery location is as to whether we can offer it.
Delivery times: We aim to deliver between the hours of 8.00am and 5.30pm on Business Days. Specific estimates for the time of delivery on any delivery date cannot be given.
Unable to meet estimated delivery date: We shall aim to let you know if we expect that we are unable to meet our estimated delivery date, but, to the extent permitted by law, we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses arising out of late delivery.
Accepting delivery: On delivery of the Product, you are required to sign for delivery. You agree to inspect the Product for the correct quantities and any obvious faults, defects or damage. You need to keep receipt of the delivered Product in case of future discussions with us about it. You must submit any claim to us for faulty, defective or damaged Products in accordance with this clause through the “My Account” section of the Website. If you do report a faulty, defective or damaged product to us, clause 7 applies.
Difficult locations: Please note that it might not be possible for us to deliver to some locations. If this is the case, we will inform you using your contact details and arrange for cancellation of the Order or an alternative delivery address.
Packaging: We deliver in our standard packaging.
Risk: All risk in the Product shall pass to you upon delivery, except that where delivery is delayed due to your breach of your obligations under the Contract, risk shall pass at the date when delivery would have occurred but for your breach. From the time when risk passes to you, we will not be liable for loss or destruction of the Product.
Care when opening: You must take care when opening the Product so as not to damage it, particularly when using any sharp instruments.
Readiness to receive Products: You shall ensure that you are ready for safe receipt of the Product without undue delay and at any time reasonably specified by us.
If you are not around: If you are not available to take delivery, we may leave a card giving instructions on redelivery from the carrier. We may also pass on any costs incurred by us consequent on no-one being available to take delivery.
Refusal to accept delivery: If delivery or collection is delayed through your unreasonable refusal to accept delivery, if you are not at the place of delivery stipulated in your Order on the delivery date that we agree with you, if you refuse to sign for the delivery of the Product on delivery or if you do not (within two weeks of our first attempt to deliver the Product to you) accept delivery or collect the Product from the carrier, then we may (without affecting any other right or remedy available to us) do either or both of the following: charge you for our reasonable storage fee and other costs reasonably incurred by us, including, but not limited to, redelivery costs; and
no longer make the Product available for delivery or collection and notify you that we are immediately cancelling the Contract, in which case we will refund to you or your credit or debit card company as applicable any money already paid to us under the Contract, less our reasonable administration charges (including for attempting to deliver and then returning the Product).
Do the Products meet your needs?: It is your responsibility to ensure that the Products are sufficient and suitable for your purposes and meet your individual requirements. We do not warrant that the Products will meet your individual requirements. You acknowledge that the Products are standard and not made custom to fit any particular requirements that you may have.
Returning the Product Without Fault
NOT AFFECTING YOUR STATUTORY RIGHTS: THE REMEDIES IN THIS CLAUSE 6 ARE ADDITIONAL TO AND DO NOT AFFECT YOUR STATUTORY RIGHTS, UNDER WHICH YOU MAY HAVE THE RIGHT TO INSIST THAT GOODS THAT YOU BUY FROM BUSINESSES MUST CORRESPOND WITH THEIR DESCRIPTION, BE FIT FOR THEIR PURPOSE AND BE OF A SATISFACTORY QUALITY. THIS CLAUSE 6 ONLY APPLIES IN RESPECT OF PRODUCTS WHICH ARE NOT FAULTY.
Right to cancel: You may cancel the Contract at any time until 14 days after the day after you have received the Product. In this case, you will receive a full refund of the price paid for the Products in accordance with our refunds policy (set out in clause 8 below). Details of your right of cancellation, and an explanation of how to exercise it, are provided in clause 6.3 below and may also be set out on the Website. This provision does not affect your other statutory rights as a consumer.
How to cancel: To cancel a Contract as detailed under the previous clause, you must login to the My Account section of the Website and follow the steps set out there for cancellation of an Order, in each case quoting our order reference number and delivery details. You must also arrange prompt delivery of the Products back to us as soon as reasonably practicable, and at your own cost. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
Packaging returned Products: If you return any Product because you have cancelled the Contract, you must ensure that it is adequately packaged, insured and carriage paid. Returning the Product is at your risk. We shall not accept any responsibility for damage caused by inadequate packaging by you or if the Product is damaged or lost whilst being returned.
Quality of Products: We warrant that:
the Product will be delivered undamaged in the quantities ordered; and
the Product will conform with their description as set out on the Website at the time of your Order.
Minor Adjustments: Before delivery, we may make minor adjustments to material, color, weight, measurements, design and other features to the extent that they are reasonable.
Notification and Inspection: We try very hard to deliver Products in excellent condition. However if you tell us that any Product is faulty, you agree to keep the Product in its current condition available for us (or our agent) to inspect within a reasonable time.
Assistance to remedy faulty Products: In order to provide you with any remedies for a faulty Product, we may need your assistance and prompt provision of certain information regarding the Product, including:
you specifying with reasonable detail the way in which it is alleged that the Product is damaged or defective;
you providing to us photographic evidence, on reasonable request; and
you providing us with the delivery note number and such other information as we reasonably require.
When we won’t replace or refund: If you would like us to replace or provide a refund for the Product where it did conform to the Contract, or we find that the Product has:
been misused, abused or subjected to neglect, improper or inadequate care, carelessness, damage or abnormal conditions; or
been involved in any accident or damage caused by an incorrect attempt at modification or repair; or
been dealt with or used contrary to our or the manufacturer’s instructions for the Product; or
deteriorated through normal wear and tear;
after delivery by us, we may at our discretion decide not to replace or refund you for the Product and/or we may require you to pay all reasonable carriage costs and servicing costs at our current standard fees and costs and charge this to your credit or debit card, and, to the extent permitted by law, we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses as a result.
What we don’t limit or exclude liability for: Nothing in these Terms and Conditions excludes or limits our liability for death or personal injury caused by our negligence, for fraud, for breach of Sections 12 to 15 of the Sale of Goods Act 1979 or for any other liabilities that we cannot exclude at law.
Returns: If you return a Product to us:
because you have cancelled the Contract between us before the expiry of the 14-day cooling-off period (see clause 6.2), we will process the refund due to you as soon as possible after they have been safely returned and, in any case, within 30 days of the day on which you gave us notice of cancellation. In this case, we will refund the price of the Product in full. However, you will be responsible for the cost of returning the Product safely to us; or
for any other reason (for instance, because you consider that the Product is defective under clause 7), we will examine the returned Product and will notify you of your refund via e-mail within a reasonable period of time. We will usually process any refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via e-mail that you were entitled to a refund. We will refund the price of a defective Product in full including any applicable delivery charges. We will also be responsible for the cost of having the Product returned safely to us.
Refunds: We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
Information and E-commerce
Unsubscribing: Any information or issue that we send to you will contain information for you to unsubscribe from our mailing list. Alternatively, to unsubscribe contact us by email to email@example.com.
Circumstances beyond our control
Circumstances beyond our control: We shall not be liable to you for any breach, hindrance or delay in the performance of the Contract attributable to any cause beyond our reasonable control, including any Act of God, actions of third parties (including without limitation hackers, suppliers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil commotion, war, hostilities, warlike operations, national emergencies, terrorism, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, weather conditions, earthquake, natural disaster, accident, mechanical breakdown, third party software, failure or problems with public utility supplies (including general: electrical, telecoms or Internet failure), shortage of or inability to obtain supplies, materials, equipment or transportation (“Event of Force Majeure“), regardless of whether the circumstances in question could have been foreseen.
Terminating: Either you or we may terminate the Contract immediately by written notice to the other in the event that the Event of Force Majeure lasts for a period of two Business Days or more, in which event neither you nor we shall be liable to the other by reason of such termination (other than for the refund of a Product already paid for by you and not delivered).
Choosing who to supply: If we have contracted to provide identical or similar Products to more than one buyer and are prevented from fully meeting our obligations to you by reason of an Event of Force Majeure, we may decide at our absolute discretion which contracts we will perform and to what extent.
Default, Winding Up
Breach or debt: If you:
are in breach of any or your obligations under the Contract; or
are unable to pay your debts or have a petition for administration or winding up presented against you or commence winding up proceedings or have a receiver or manager appointed over any of your property or assets or are the subject of a bankruptcy petition or enter into any composition with creditors generally or take or suffer any steps preparatory thereto or if any distress or execution is levied or threatened to be levied on any of your property or assets;
we may terminate the Contract immediately on giving notice in writing and retain any advance payment and you shall indemnify us against all claims, losses, damages, liabilities, costs and expenses of whatsoever nature resulting from any such termination and all sums due to us from you shall become immediately payable.
Effect of termination: Termination of the Contract shall be without prejudice to any accrued rights or remedies of either you or us. Termination of the Contract will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
Form of notice: Any notice under the Contract shall be in writing and may be served by personal delivery or by pre-paid or recorded delivery letter or by facsimile or email addressed to the relevant party at the address or facsimile number of the relevant party last known to the other.
When notices are effective: Any notice given by post shall be deemed to have been served two Business Days after the same has been posted and any notice given by facsimile shall be deemed to have been served upon receipt of an answerback signal from the receiving machine and any notice given by email shall be deemed to have been served when the email has been proved to be received by the recipient’s server, and in proving such service it shall be sufficient to prove that the letter or facsimile was properly addressed or numbered and, as the case may be, posted as a prepaid or recorded delivery letter or dispatched or an answerback signal received.
Keeping records: We shall keep a record of your order and these Terms and Conditions until six years after we have accepted your Order. However, for your future reference, we advise you to print and keep a copy of these Terms and Conditions, your Order and the Acknowledgement of Order.
Non-waiver of rights: No failure or delay by either party in exercising any right under the Contract shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish your or our rights under the Contract.
Unenforceability: If any clause in these Terms and Conditions shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other clause or part of any clause, all of which shall remain in full force and effect, so long as the Terms and Conditions shall be capable of continuing in effect without the unenforceable term.
Non-assignment: You shall not assign or transfer or purport to assign or transfer the Contract to any other person.
No partnership etc.: Nothing in the Contract shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between you and us.
No third party rights: A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 in respect of the Contract.
Governing law and jurisdiction: Contracts for the purchase of Products 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 Illinois law. Any dispute or claim arising out of or in connection with such Contracts or their formation will be subject to the exclusive jurisdiction of the Illinois courts, except where, by law, such dispute or claim must be brought in the jurisdiction in which you are domiciled, or where the relevant law contains mandatory provisions that override such exclusive jurisdiction. All dealings, correspondence and contacts between us shall be made or conducted in the English language.
These Terms and Conditions were most recently updated on 14 May 2015.