Terms & Conditions
General Information
ECIGW Ltd may be referred to as Ecigwizard.
You should be fully aware that any data (including but not limited to product descriptions) on this website may not by fully up to date or currently accurate. We do attempt to maintain all information at an up to date reasonable level but you should not use any of the information as matter of fact or as reliable information. Any information or knowledge gathered from our website should not be used in any way for medical purposes. If you have any doubts about the medical suitability of any of our products please seek advice immediately from a qualified person such as your local GP. Ecigwizard cannot be held responsible at all for any medical issues that may arise from use of our products. Ecigwizard have not carried out any medical research at this stage and therefore are not qualified to recommend a product's medical suitability for an individual person[s] to use. Ecigwizard are the re-seller of products created outside our control and you take full responsibility for the use of our products regardless of the outcome. This does not impact your statutory rights. Product pictures may vary from the product description.
Warranty & Returns
*You have 14 days from the date of purchase to return your items.*
Warranties on items such as atomisers and cartomisers/clearomisers are “dead on arrival”. Due to the nature of these items and the semi-disposable association we cannot offer a long warranty on these items. You must inform us within 3 working days if you have received a dead on arrival item so we can provide a replacement. Please note if a refund is required the product must be returned in an unused state and any sealed items must not have the seal broken. We offer a 6 month warranty on other items such as [but not limited to]: batteries, cases, chargers, etc. which covers any manufacturing faults. If a product shows signs of heavy damage or neglect, this may void your warranty. Please contact us via email at returns@ecigwizard.com only if you wish to submit a return request. Please provide as much information as possible so that we can deal with your query as quickly as possible. Refunds not covered above are covered by your standard statutory rights as a consumer of goods. All products purchased from Ecigwizard can also be returned to any Ecigwizard retail store.
*Please note we process returns once per week when received/approved. Please be patient as we endeavour to deal with all returned goods within 7 days.
Age Restriction & Verification
It is against the law to sell any electronic cigarette products to under 18’s.
Who we share your information with*
Where you have asked us to provide an age restricted product or service, we may share your information with age verification providers, to ensure that you are of age to purchase out products.
One Account Mobile Limited (1account):
Where you have asked us to provide a restricted product or service, you consent to allow us to share your information with, and collect information from, One Account Mobile Limited (1account) and third-party providers of identity data to 1account. This consent is necessary for 1account to verify that you meet the minimum age and identity verification requirements as determined by relevant UK age restriction and other legislations. You consent to allow 1account to retain relevant data for the purpose of future verifications.
Experian:
We are authorised to use any personal information, provided by you, to carry out and conduct relevant age verification checks. We use Experian to aid us in running the necessary checks to verify that you are over the age of 18. They will compare your details against over 1 billion records, that they hold on their system, to ensure that you are of the correct age to purchase our products. Experian is one of the largest and most trusted providers of age verification in the UK, so you can rest-assured that your personal information is in safe hands. Experian do not need to run a credit check in order to verify your age and may also keep a copy of any basic information that we pass on to them. You can find information about Experian Ltd and how they manage your personal data by visiting their website: www.experian.co.uk.
Verify My Age:
If you purchase from any of our Marketplace stores, then we will use VerifyMyAge to ensure you are old enough to purchase our products. VerifyMyAge are an established and trusted age verification provider in the UK, and are able to verify your age in a matter of minutes. They will not run a credit check and you can rest-assured that your personal information is in trusted hands. They are used by a host of well-established companies, including eBay, who use their services for all of their ager verification checks.
At times the age verification check may fail or be referred. In these scenarios we could request passport/driving license details from you to re-check your details manually against the relevant database to verify age. If you do not wish to release this information to us we can cancel and refund your order.
*Please note that if for any reason you fail age verification there is a strong possibility that your order will be delayed, if this occurs please contact customer services immediately on 0345 305 2585 or email cs@ecigwizard.com.
Our current providers for age verification are:
1. One Account Mobile Limited (1account)
2. Experian Ltd. Consumer Help Service, PO Box 8000, Nottingham NG80 7WF or call 0344 481 8000 or log on to www.experian.co.uk.
3. VerifyMyAge
At times the age verification check may fail or be referred. In these scenarios we could request passport/driving license details from you to re-check your details manually against the relevant database to verify age. If you do not wish to release this information to us we can cancel and refund your order.
*Please note that if for any reason you fail age verification there is a strong possibility that your order will be delayed, if this occurs please contact customer services immediately on 0345 305 2585 or email cs@ecigwizard.com.
B2B Terms & Conditions can be found below the consumer terms & conditions
Read these Conditions – for Product sales to Consumers
Because we can accept your Order and thus make a legally enforceable agreement without further reference to you, it is important to you to read our Conditions carefully and to make sure that they contain everything which you want and nothing that you are not willing to agree to. If you are unsure about any of this, please, phone our customer-care line on 0345 305 2585.
1. Interpretation
The following words have these meanings throughout the Conditions:
'Conditions'
means the terms and conditions set out in this document;
'Consumer'
means an individual acting for purposes which are wholly or mainly outside his or her trade, business, craft or profession;
'Contract'
means the legally-binding agreement between you and us for the sale and purchase of Goods which incorporates these Conditions
'Delivery Location'
means the location where the Goods are to be delivered, as set out in the Order;
'Goods'
any goods that we supply to you, of the number and description and any relating documentation as set out in your Order;
'Order'
means your order for the Goods from us, as set out in your order form
'Specification'
means the description or specification of the Goods set out on our Website
'we, us or our'
means ECIGW Ltd Registered in England and Wales with number 12374203 registered office address and trading address 2 Bramhall Place, Storeys Bar Road, Peterborough, PE1 5YS.
2. Application of these conditions and contract formation
2.1 Any estimate provided by us for the provision of Goods prior to your submitting an Order is not a binding offer by us to supply Goods.
2.2 When you place an Order to purchase Goods from us, you are just making a binding offer to purchase those Goods in accordance with these Conditions.
2.3 After you have placed an Order, we can email you an acknowledgement of receipt of your Order, but this does not mean that your Order has been accepted by us.
2.4 We can reject any Order if we wish for any reason, although we will try to tell you promptly the reason for our decision, which must be due to running out of stock or resources, a price or description mistake, inability to obtain your payment, verify your age or other genuine fair reason.
2.5 A Contract will be formed for the Goods you have ordered, only on our sending an email to you saying that your Order has been accepted or, if earlier, our delivery of the Goods to you.
2.6 We must give you a copy of the signed Contract or confirmation of it with all information contained in it which is legible, within a reasonable time after making the Contract, but in any event not later than the delivery of any Goods supplied under the Contract.
2.7 No variation of the Contract, whether about description of the Goods, price or otherwise, can be made afterwards unless the variation is agreed by you and us.
2.8 We intend that these Conditions apply only to a Contract entered into by you as a Consumer. If this is not the case for you, you must tell us, so that we can provide you with a different contract with terms which are more appropriate for you and which might, in some respects, be better for you, eg giving you rights as a business.
2.9 In making the Contract, we are acting only on our own behalf whose place for any of your complaints is 2 Bramhall Place, Storeys Bar Road, Peterborough, PE1 5YS.
3. Charges
3.1 The charges, and any additional delivery or other charges and any other costs for each of type of Goods, and the total price of them, will be as set out in our published price lists in force at the time .
3.2 The charges:
3.2.1 include the price of the Goods as set out on our website at the time of your Order ; and
3.2.2 include VAT at the rate applicable at the time of your Order so that, if the rate of VAT increases before we accept your Order, we must only increase the price by the amount of that increase if we have your agreement, otherwise we must reject your Order and tell you that.
4. Payment
4.1 You must pay us in full for all the Goods before delivery of any of the Goods
4.2 You must pay for the Goods submitting your credit or debit card details with your Order and we can take payment as soon as payment is due.
5. Delivery
5.1 We must deliver the Goods, to the Delivery Location by the time or within the period which you and we have agreed or, failing any agreement:
5.1.1 within a reasonable time; and
5.1.2 without undue delay and, in any event, not more than 30 days after the day on which the Contract is made.
5.2 In any case, regardless of events beyond our control, if we do not deliver the Goods on time, you have the right to require us to reduce the price or charges by an appropriate amount (including the right to receive a refund for anything already paid above the reduced amount). The amount of the reduction can, where appropriate, be up to the full amount of the price or charges.
5.3 In any case, regardless of events beyond our control, if we do not deliver the Goods on time, you can (in addition to any other of your remedies) treat the Contract at an end if:
5.3.1 we have refused to deliver the Goods, or if delivery on time is essential taking into account all the relevant circumstances at the time the Contract was made, or you told us before the Contract was made that delivery on time was essential; or
5.3.2 after we have failed to deliver on time, you have specified a later period which is appropriate to the circumstances and we have not delivered within that period.
5.4 If you treat the Contract at an end under condition 6.3 , we must (in addition to any other of your remedies) promptly return all your payments made under the Contract.
5.5 If you were entitled to treat the Contract at an end under condition 6.3 , but you do not do so, you are not prevented from cancelling your Order for any Goods or rejecting Goods that have been delivered and, if you do this, we must then without delay reimburse to you all your payments made under the Contract in respect of any such cancelled or rejected Goods. This is in addition to any other of your remedies.
5.6 These are examples of events which can be outside our reasonable control:
5.6.1 weather conditions make it impossible or unsafe for us to deliver the Goods;
5.6.2 the Goods are not delivered at the time agreed with the supplier of the Goods (and it is not possible to obtain a replacement within a reasonable time, or the price charged by a supplier is much higher than the original charge);
5.6.3 you change your order (and this results in eg our having to do further work or wait for different Goods); or
5.6.4 we or our delivery agents are unable to gain access to the Delivery Location to deliver the Goods at the times we have agreed with you;
6 Risk and ownership
6.1 Risk of damage to, or loss of, the Goods will pass from us to you only on delivery of the Goods .
6.2 Ownership of the Goods will pass from us to you on delivery or payment in full for the Goods .
7. Conformity
7.1 We have a legal duty to supply the Goods in conformity with the Contract.
7.2 Upon delivery the Goods will be:
7.2.1 be of satisfactory quality;
7.2.2 be reasonably fit for any particular purpose for which you are buying the Goods which, before the Contract is made, you made known to us (expressly or by implication) whether or not that is a purpose for which goods of that kind are usually supplied (unless you do not actually rely, or it is unreasonable for you to rely, on our skill and judgment) and be fit for their purpose set out in the Order; and
7.2.3 conform to their description and the Specification.
8. Limitation of liability
8.1 We do not exclude our liability for death or personal injury caused by our negligence or breach of our duties under the law, fraud or fraudulent misrepresentation. Subject to this, we are not liable for (i) loss which was not reasonably foreseeable to both you and us at the time when the Contract was made, or (ii) loss which relates to your business, trade, craft or profession to the extent that it would not be suffered by a buyer who is a Consumer. This is because we believe that you are not buying the Goods wholly or mainly for the purposes of your business, trade, craft or profession).
8.2 It is important that our Products are charged only with charging devices approved by us. Using unapproved charging units can be dangerous as they may overheat and create a fire hazard. All charging units sold by us are approved for use. We accept no liability or responsibility for loss or damage arising out of the use of an unapproved charging unit used in connection with our Products. This includes but is not limited to the mains plug adaptor and usb charging cable/plug.
9. Termination
9.1 On termination of the Contract for any reason, any statutory rights and liabilities of you and us will not be affected.
10. Data protection and privacy
We can use your identity and other information about you which you give to us only to help us to comply with our duties under the law, to provide the Goods and handle your payment for them and, if you give us your prior consent, to tell you about our products and Goods, on condition that we stop as soon as you tell us in writing to stop. We promise to use reasonable care to keep that information confidential. You promise that the information that you give to us is true and, if it changes, you will tell us promptly.
11 Governing law and, jurisdiction
11.1 This Contract will be governed by the law of England and Wales.
11.1.1 Disputes can be submitted to the jurisdiction of the courts of England and Wales .
12. Withdrawal and cancellation
12.1 You can withdraw your Order by telling us of your decision to withdraw before the Contract is made, if you simply wish to change your mind and without giving us a reason, and without incurring any liability to us.
12.2 You can cancel your Contract by telling us of your decision to cancel no later than 14 days after the Contract was made, if you simply wish to change your mind and without giving us a reason, and without liability to us, except that you must at our request return to any of our business premises the Goods in undamaged and unopened condition at your expense, and we must then without delay refund to you the price you paid for those Goods, but we can keep the delivery charge, if any. This right is available to you regardless of whether this is an on-premises, off-premises or distance contract.
12.3 An off-premises contract and a distance contract (but not an on-premises contract) have the cancellation rights set out below.
12.4 The cancellation rights referred to in condition 13.4 , however, do not apply, to a contract for the following goods and services (with no others) in the following circumstances:
12.4.1 Goods or services supplied under off-premises contracts (but not distance contracts) under which the payment to be made by you is not more than £42;
12.4.2 Foodstuffs, beverages or other goods intended for current consumption in the household and which are supplied by us on frequent and regular rounds to your residence or workplace;
12.4.3 Goods that are made to your specifications or are clearly personalised;
12.4.4 Goods which are liable to deteriorate or expire rapidly;
12.4.5 A newspaper, periodical or magazine except subscription contracts for the supply of them;
12.4.6 Accommodation, transport of goods, vehicle rental Goods, catering or Goods related to leisure activities, if the contract provides for a specific date or period of performance.
12.5 Also, the cancellation rights for a Contract referred to in condition 13.3 cease to be available in the case of a contract for the supply of sealed goods which are not suitable for return due to health protection or hygiene reasons, if they become unsealed or have been opened after delivery.
13. Right to cancel
Pursuant to condition 13.3, you have the right to cancel this contract within 14 days without giving any reason.
The cancellation period will expire after 14 days from the day on which you acquire, or a third party, other than the carrier, indicated by you acquires physical possession of the last of the Goods.
To exercise the right to cancel, you must inform us of your decision to cancel this Contract by a clear statement setting out your decision (eg a letter sent by post, fax or email). You need not give us your cancellation notice in writing. You may use the attached model cancellation form, but it is not obligatory. In any event you must be able to show clear evidence of when the cancellation was made, so it might be better for you to use the model cancellation form.
You can also electronically fill in and submit the model cancellation form or any other clear statement of your decision to cancel the Contract on our website www.ecigwizard.com. If you use this option, we will communicate to you an acknowledgement of receipt of such a cancellation.
To meet the cancellation deadline, it is sufficient for you to send us your communication concerning your exercise of the right to cancel before the cancellation period has expired.
14. Effects of cancellation
If you cancel this Contract, we will reimburse to you all payments received from you, including the costs of delivery (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us) up to the amount of the least expensive delivery.
We may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by you (ie handling the Goods beyond what is necessary to establish the nature, characteristics and functioning of the Goods eg it goes beyond the sort of handling that might be reasonably allowed in a shop). This is because you are liable for that loss and, if that deduction is not made, you must pay us the amount of that loss.
If we have not offered to collect the Goods, we will make the reimbursement without undue delay, and not later than:
1 14 days after the day we receive back from you any Goods supplied, or
2 (if earlier) 14 days after the day you provide evidence that you have sent back the Goods.
If we have offered to collect the Goods or if no Goods were supplied, we will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this Contract.
We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
If you have received Goods in connection with the Contract which you have cancelled pursuant to condition 13.3:
you must send back the Goods or hand them over to us at 2 Bramhall Place, Storeys Bar Road, Peterborough, PE1 5YS without delay and in any event not later than 14 days from the day on which you communicate to us your cancellation of this Contract. The deadline is met if you send back the Goods before the period of 14 days has expired
For the purposes of these cancellation rights, these words have the following meanings:
‘distance contract’ means a contract concluded between a trader and a consumer under an organised distance sales or service-provision scheme without the simultaneous physical presence of the trader and the consumer, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded;
‘off-premises contract’ means a contract between a trader and a consumer which is any of these
1 a contract concluded in the simultaneous physical presence of the trader and the consumer, in a place which is not the business premises of the trader;
2 a contract for which an offer was made by the consumer in the simultaneous physical presence of the trader and the consumer, in a place which is not the business premises of the trader;
3 a contract concluded on the business premises of the trader or through any means of distance communication immediately after the consumer was personally and individually addressed in a place which is not the business premises of the trader in the simultaneous physical presence of the trader and the consumer;
4 a contract concluded during an excursion organised by the trader with the aim or effect of promoting and selling goods or Goods to the consumer;
'on-premises contract' means a contract between a trader and a consumer which is neither a distance contract nor an off-premises contract;
'sales contract' means a contract under which a trader transfers or agrees to transfer the ownership of goods to a consumer and the consumer pays or agrees to pay the price, including any contract that has both goods and Goods as its object.
1. Model cancellation form
To ECIGW Ltd 2 Bramhall Place, Storeys Bar Road, Peterborough, PE1 5YS
Email: cs@ecigwizard.com
I/We [insert details] hereby give notice that I/We [insert details] cancel my/our [insert details] contract of sale of the following goods [*] [for the supply of the following Goods [*]],
Ordered on [insert details OR received on [insert details]],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
Date
[insert date] Delete as appropriate.
Read these Conditions – for Product sales to Non - Consumers (B2B / Business)
Because we can accept your Order and thus make a legally enforceable agreement without further reference to you, it is important to you to read our Conditions carefully and to make sure that they contain everything which you want and nothing that you are not willing to agree to. If you are unsure about any of this, please, phone our customer-care line on 0345 305 2585.
1 Interpretation
The following words have these meanings throughout the Conditions:
'Conditions'
means the terms and conditions set out in this document;
'Contract'
means the legally-binding agreement between you and us for the sale and purchase of Goods which incorporates these Conditions
'Delivery Location'
means the location where the Goods are to be delivered, as set out in the Order;
'Goods'
any goods that we supply to you, of the number and description and any relating documentation as set out in your Order;
‘Intellectual Property Rights ’
patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
'Order'
means your order for the Goods from us, as set out in your order form
'Specification'
means the description or specification of the Goods set out on our Website
'we, us or our'
means ECIGW Ltd Registered in England and Wales with number 12374203 registered office address and trading address 2 Bramhall Place, Storeys Bar Road, Peterborough, PE1 5YS.
‘you or your’
means the customer named on the order or invoice for any Goods provided by us under these terms and conditions
2 Application of these conditions and contract formation
2.1 Any estimate provided by us for the provision of Goods prior to your submitting an Order is not a binding offer by us to supply Goods.
2.2 When you place an Order to purchase Goods from us, you are just making a binding offer to purchase those Goods in accordance with these Conditions.
2.3 After you have placed an Order, we can email you an acknowledgement of receipt of your Order, but this does not mean that your Order has been accepted by us.
2.4 We can reject any Order if we wish for any reason, although we will try to tell you promptly the reason for our decision, which must be due to running out of stock or resources, a price or description mistake, inability to obtain your payment, verify your age or other genuine fair reason.
2.5 A Contract will be formed for the Goods you have ordered, only on our sending an email to you saying that your Order has been accepted or, if earlier, our delivery of the Goods to you.
2.6 We must give you a copy of the signed Contract or confirmation of it with all information contained in it which is legible, within a reasonable time after making the Contract, but in any event not later than the delivery of any Goods supplied under the Contract.
2.7 No variation of the Contract, whether about description of the Goods, price or otherwise, can be made afterwards unless the variation is agreed by you and us in writing.
2.8 In making the Contract, we are acting only on our own behalf whose place for any of your complaints is 2 Bramhall Place, Storeys Bar Road, Peterborough, PE1 5YS.
3 Charges
3.1 The charges, and any additional delivery or other charges and any other costs for each of type of Goods, and the total price of them, will be as set out in our published price lists in force at the time. We reserve the right to amend our price list at any time and this will be published on our website and any revisions will apply to all orders placed.
3.2 The charges:
3.2.1 include the price of the Goods as set out on our website at the time of your Order; and
3.2.2 exclude VAT at the rate applicable at the time of your Order.
4 Payment
4.1 You must pay us in full for all the Goods before delivery of any of the Goods
4.2 You must pay for the Goods submitting your credit or debit card details with your Order and we can take payment as soon as payment is due or by electronic funds transfer prior to shipment of any order.
5 Delivery
5.1 We will deliver the Goods, to the Delivery Location within a reasonable time of our having accepted your order and received payment in full subject to any events outside our reasonable control.
5.2 These are examples of events which can be outside our reasonable control:
5.2.1 weather conditions make it impossible or unsafe for us to deliver the Goods;
5.2.2 the Goods are not delivered at the time agreed with the supplier of the Goods (and it is not possible to obtain a replacement within a reasonable time, or the price charged by a supplier is much higher than the original charge);
5.2.3 you change your order (and this results in eg our having to do further work or wait for different Goods); or
5.2.4 we or our delivery agents are unable to gain access to the Delivery Location to deliver the Goods at the times we have agreed with you;
5.3 We are not responsible for supranational import restrictions imposed by any country outside of the United Kingdom. It is your responsibility to meet all customs duties and obligations of the country to which we asked to ship Goods and should ensure compliance with local laws prior to placing any Order
5.4 Please note that you are responsible for complying with all applicable EU and customs trade regulations in respect of the importation of Goods. This includes the liability for customs duties or import VAT, if applicable. Prices quoted to you on our website or in your Order are exclusive of any import VAT and/or customs duties applicable. We have arranged for [ name designated carrier], to act as your direct representative to handle the importation of Goods internationally and onward delivery to you or your nominated addressee. If you would prefer another party to handle this service for you please let us know.
6 Risk and ownership
6.1 Risk of damage to, or loss of, the Goods will pass from us to you only on delivery of the Goods.
6.2 Ownership of the Goods will pass from us to you on delivery or payment in full for the Goods.
7 Conformity
7.1 We have a legal duty to supply the Goods in conformity with the Contract.
7.2 Upon delivery the Goods will be:
7.2.1 be of satisfactory quality;
7.2.2 be reasonably fit for any particular purpose for which you are buying the Goods which, before the Contract is made, you made known to us (expressly or by implication) whether or not that is a purpose for which goods of that kind are usually supplied (unless you do not actually rely, or it is unreasonable for you to rely, on our skill and judgment) and be fit for their purpose set out in the Order; and
7.2.3 conform to their description and the Specification.
8 Limitation of liability
8.1 We do not exclude our liability for death or personal injury caused by our negligence or breach of our duties under the law, fraud or fraudulent misrepresentation. Subject to this, we are not liable for loss which was not reasonably foreseeable to both you and us at the time when the Contract was made. Accordingly , subject to the provisions of this clause our liability to you is limited to higher of the value of the Goods making up your order and the amount of insurance cover actually available to us (if any) for such liability.
8.2 Without prejudice to clause 9.1, we shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any:
8.2.1 loss of profit; or
8.2.2 loss of goodwill; or
8.2.3 loss of business; or
8.2.4 loss of business opportunity; or
8.2.5 special, indirect or consequential damage suffered by you that arises under or in connection with this agreement.
8.3 It is important that our Products are charged only with charging devices approved by us. Using unapproved charging units can be dangerous as they may overheat and create a fire hazard. All charging units sold by us are approved for use. We accept no liability or responsibility for loss or damage arising out of the use of an unapproved charging unit used in connection with our Products.
9 Termination
9.1 On termination of the Contract for any reason, any statutory rights and liabilities of you and us will not be affected.
10 Data protection and privacy
We can use your identity and other information about you which you give to us only to help us to comply with our duties under the law, to provide the Goods and handle your payment for them and, if you give us your prior consent, to tell you about our products and Goods, on condition that we stop as soon as you tell us in writing to stop. We promise to use reasonable care to keep that information confidential. You promise that the information that you give to us is true and, if it changes, you will tell us promptly.
11 Indemnity
11.1 We shall indemnify you against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other reasonable professional costs and expenses) suffered or incurred by you arising out of or in connection with any claim made against you for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the supply or use of the Goods.
11.2 Our liability under this indemnity is conditional on you discharging the following obligations. If any third party makes a claim, or notifies an intention to make a claim, against you which may reasonably be considered likely to give rise to a liability under this indemnity ( Claim), you shall:
11.2.1 as soon as reasonably practicable, give written notice of the Claim to us, specifying the nature of the Claim in reasonable detail;
11.2.2 not make any admission of liability, agreement or compromise in relation to the Claim without our prior written consent;
11.2.3 give us and our professional advisers access at reasonable times (on reasonable prior notice) to your premises and officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within your power or control, so as to enable us and our professional advisers to examine them and to take copies (at our expense for the purpose of assessing the Claim; and
11.2.4 be deemed to have given us sole authority to avoid, dispute, compromise or defend the Claim.
11.3 Nothing in this clause shall restrict or limit your general obligation at law to mitigate a loss you may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
12 Force Majeure
12.1 Force Majeure Event means any circumstance not within a party's reasonable control including, without limitation:
12.1.1 acts of God, flood, drought, earthquake or other natural disaster;
12.1.2 epidemic or pandemic;
12.1.3 terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
12.1.4 nuclear, chemical or biological contamination or sonic boom;
12.1.5 any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
12.1.6 collapse of buildings, fire, explosion or accident; and
12.1.7 any labour or trade dispute, strikes, industrial action or lockout (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
12.1.8 non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
12.1.9 Interruption or failure of utility service.
12.2 Provided it has complied with clause 12.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event ( Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
12.3 The corresponding obligations of the other party will be suspended, and it’s time for performance of such obligations extended, to the same extent as those of the Affected Party.
12.4 The Affected Party shall:
12.4.1 as soon as reasonably practicable after the start of the Force Majeure Event but no later than 14 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, it’s likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
12.4.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
12.5 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 2 weeks' written notice to the Affected Party.
13 Governing law and, jurisdiction
13.1 This Contract will be governed by the law of England and Wales.
13.1.1 Disputes can be submitted to the jurisdiction of the courts of England and Wales.
14 Severance
14.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
14.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.