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1. Definitions
“Buyer” means a company, business or individual entering into a contract in the course of its business with Emeyu LLP for the supply of Goods.
“Goods” means teas, tea accessories and other goods from time to time supplied by Emeyu LLP in the course of its business.
2. Application of Terms
These are the terms and conditions on which Emeyu LLP does business with Buyers dealing in the course of their business. They apply to any sale of Goods by Emeyu LLP to the exclusion of any other terms and conditions. Any variation of these terms and conditions shall have no effect unless agreed in writing and signed by an authorised signatory of Emeyu LLP.
3. Contract
The Buyer shall place orders by telephone, by internet through Emeyu LLP’s website or by such other means as may be agreed in writing by Emeyu LLP. Emeyu LLP reserves the right to decline orders in whole or in part. A contract between Emeyu LLP and the Buyer is only formed when Emeyu LLP issues a written order confirmation to the Buyer by e-mail, fax or post. Once an order confirmation has been issued the Buyer shall not be entitled to withdraw or amend its order without the prior written consent of Emeyu LLP.
4. Order Details
The quantity and description of the Goods and the delivery address (if applicable) shall be as set out in the order confirmation issued by Emeyu LLP. It is the responsibility of Buyer to check that these are correct and to notify Emeyu LLP of any errors within 2 business days.
5. Description
Any description of the Goods whether in writing, by illustration, photographic or sample format or otherwise is made for the sole purpose of giving an approximate idea of the contents of the Goods.
6. Copyright
The Emeyu brand, packaging, advertising materials, brochures, photographs and copy are the property of Emeyu LLP. All unauthorised reproduction is prohibited.
7. Pricing
The prices from time to time listed on Emeyu LLP’s website or otherwise notified to the Buyer are in pounds Sterling and per unit. Unless otherwise indicated, such prices are ex warehouse. Where the Buyer requires the Goods to be delivered to a delivery address, all shipping and insurance costs, which shall be notified in the order confirmation, shall be paid by the Buyer. Any discounts must be agreed in writing by an authorised signatory of Emeyu LLP. Emeyu LLP reserves the right to adjust prices and discounts at any time.
8. VAT
Unless otherwise indicated all prices are exclusive of VAT which must be paid at the standard rates in force at the time of purchase. International Buyers are themselves responsible for reclaiming UK VAT. Emeyu LLP will allow VAT exempt purchases only where the proper documentation has been provided.
9. Delivery and Risk
The Buyer is responsible for ensuring acceptance of the Goods at the delivery address at the time of delivery. Failure to accept delivery may result in additional charges including warehousing and repackaging costs. In this situation, risk shall pass to the Buyer on delivery of the Goods to the delivery address.
10. Collection and Risk
The Buyer may also specify that the Goods shall be collected from Emeyu LLP’S warehouse. The Buyer shall arrange for collection of the Goods at the time notified by Emeyu LLP. Failure to collect the Goods at the time so notified may result in additional charges including warehousing, insurance and repackaging costs. In this situation, risk shall pass to the Buyer on collection of the Goods.
11. Timing and Amounts
Emeyu LLP will advise the Buyer of estimated delivery times at the time of the order but time shall not be of essence. Standard goods are normally ready for dispatch within 3 business days of order confirmation. Customised and large orders may take longer. Any variation in volume will be discussed prior to dispatch. Fluctuations in weight of +/- 5% in packages and original chests are possible and are not a valid reason for a claim or for rejection.
12. Claims
Claims can only be accepted if faults are reported within 3 days after receiving the Goods. In the case of a justified complaint, the Goods must be sent back at the Buyer’s expense in the original or similar quality packaging. Emeyu LLP will, at its option, either replace the faulty Goods at its cost of refund the price of such faulty Goods, and Emeyu LLP shall have no further liability in respect thereof. In no other circumstances shall Emeyu LLP be liable to replace, or refund for, Goods ordered by the Buyer.
13. Ownership
All Goods shall remain under the ownership of Emeyu LLP until full payment is received. The Buyer may resell the Goods before ownership has passed to it but the Buyer shall hold the revenue of the sales of the Goods on trust for Emeyu LLP and shall keep such revenues is a separate account until the Buyer has made full payment for such Goods.
14. Payment terms
For credit approved customers, the standard payment terms are 30 days net. For customised orders and very large orders, Emeyu LLP reserves the right to charge 50% of the order value in advance. First time buyers and customers who have not been credit approved are required to pay in full prior to dispatch of the Goods. If any amount is not paid on its due date, Emeyu LLP reserves the right (a) to charge interest on the unpaid amount, as well after as before judgment, at the rate of 2% over HSBC base rate for the period from the due date until the date of payment, such interest to accrue from day to day and to be compounded monthly and/or (b) to suspend further deliveries of Goods to the Buyer.
15. Warranty
Emeyu LLP warrants that the Goods shall be of a satisfactory quality and consistent with approximate description and samples provided. All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
16. Limitation of Liability
Nothing in these conditions shall exclude or limit the liability of Emeyu LLP for death or personal injury caused by negligence on the part of Emeyu LLP or under Section 2(3) of Consumer Protection Act 1987, or any matter which it would be illegal for Emeyu LLP to limit or exclude or to attempt to limit or exclude its liability or for fraud or fraudulent representation.
Emeyu LLP’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of a contract shall be limited to the contract price and Emeyu LLP shall not be liable to the Buyer for any economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever which arise out of or in connection with a contract, whether or not Emeyu LLP has been informed of the possibility of any of the foregoing occurring.
17. Buyer’s Liability
The Buyer shall indemnify Emeyu LLP in respect of all losses, damages, liabilities, claims, costs and expenses including, without limitation, loss or damage to Emeyu LLP’s reputation, arising directly or indirectly as a result of the acts or omissions of the Buyer.
18. Assignment
Emeyu LLP may assign a contract or any part of it to any person, firm or company. The Buyer shall not be entitled to assign any contract or any part of it without the prior written consent of Emeyu LLP.
19. Force Majeure
Emeyu LLP reserves the right to defer the date of delivery or to cancel any contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from, or delayed in, due to circumstances beyond the reasonable control of Emeyu LLP including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Buyer shall be entitled to give notice in writing to Emeyu LLP to terminate such contract.
20. General
Each contract shall be governed by and construed in accordance with English law and the Buyer submits to the non-exclusive jurisdiction of the English courts.
21. Communications
All communications between the parties about a contract shall be in writing and delivered by hand or sent by pre-paid first class post or sent by fax or e-mail. All communications should be addressed to the relevant account manager. | 
