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The Effective Date of these Terms and Conditions is January 2008.

1. Definition
2. Basis of sale
3. Orders and Specifications
4. Price and Payment
5. Natural Products
6. Delivery
7. Risk and Property
8. Limitation of Liability
9. Notices
10. Governing Law
11. Miscellaneous
12. Cancellation of Order
13. Refund on Cancellation
14. Returns
15. Intellectual Property
16. Postage/Shipping and Tax
17. Warranty
18. User Registration
19. User Suspension and/or Termination
20. User Indemnification of adagio.uk.com

Terms of Agreement.


This agreement is between you and Adagio Teas, Inc ("adagio.uk.com"). The Terms and Conditions constitute a legally binding agreement (the "Agreement") between you and adagio.uk.com. It is your responsibility to carefully read these Terms and Conditions of Use before using this website. Your use of the adagio.uk.com website is contingent upon your acceptance of the adagio.uk.com Privacy Policy and the following Terms and Conditions of Use. ("Adagio Policies"). Use of the adagio.uk.com website will be considered acceptance of the Adagio Policies. If you do not agree to the Terms and Conditions of Use contained in the following pages, then you may not use the adagio.uk.com website. Please note that adagio.uk.com has the right to modify these Terms and Conditions of Use and, thus, you should review them periodically. Please read the following sections carefully, as they contain the Terms and Conditions of Use that will govern your use of the adagio.uk.com website. Additionally, you should review our Website Privacy Policy. Enquiries or concerns regarding this agreement may be sent by any of the following: via e-mail to contact@adagio.com or by mail to Adagio Teas - 3rd Floor, 207 Regent Street, London W1B 3HH, United Kingdom.

1 Definitions


"Seller" means Adagio Teas, Inc, No: FC028209 (in these Terms and Conditions also means ("adagio.uk.com") whose registered office is at Adagio Teas - 3rd Floor, 207 Regent Street, London W1B 3HH, United Kingdom.
"Buyer" means the person whose name is printed on the Order.
"Consumer" means a buyer who does not purchase goods in the course of any kind of business.
"Contract" means the order and Order Confirmation (incorporating any Special Conditions)
"Faulty" means containing a fault or defect; imperfect or defective.
"Goods" means the goods or services which the Seller is to sell in accordance with these Terms and Conditions.
"Order" means the Buyer's order for goods.
"Order Confirmation" means the Seller's written Confirmation pursuant to Condition 3(b).
"Incoterms" means the International rules for the interpretation of trade terms of the International Chamber of Commerce in force at the date when the contract is made.
"Price" means the price at which the Seller has agreed to accept the Buyer's order
"Person" means any person, firm or company.
"Special Conditions" any conditions in relation to orders set out and designated as such in the Order Confirmation.
"Terms and Conditions" means the standard terms and conditions of sale set out in this document.
"Writing" includes, other than for the purpose of Condition 9, facsimile transmissions and writing on the screen of a visual display unit or other similar device.


2 Basis of Sale.


2.1 These Terms and Conditions and any Special Conditions will govern the Contract to the exclusion of any other terms, including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order or other document.

2.2 Any variation of these Terms and Conditions and the Special Conditions will only bind the Seller if agreed in writing between authorized representatives of the Seller and the Buyer.

2.3 The Seller's employees are not authorized to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into any Contract and in accepting delivery, the Buyer acknowledges that it does not rely on representations concerning the Goods which are not confirmed in this way.

3 Orders and Specifications.


3.1 All Goods are offered for sale subject to availability and subject to the Seller's acceptance of the Order.

3.2 No Order shall be deemed accepted by the Seller unless and until it is confirmed unconditionally by the Seller in writing.

3.3 Any literature published or submitted by the Seller to the Buyer which contains any descriptions, specifications, drawings or prices of the Goods is published or submitted for guidance only. The Seller may make minor modifications in the design and specification of the Goods at any time without notice to the Buyer. The Seller agrees to notify the Buyer of any major or material modifications which the Buyer shall be deemed to have accepted unless notification to the contrary is received by the seller within seven (7) days.

4 Price, Payment, and Currencies.


4.1 The Buyer will pay the Price together with an amount equal to VAT chargeable on the sale of the Goods in accordance with the procedures set out in the Seller's website.

4.2 All purchases are charged in GBP (Great Britain Pound Sterling) or EUR (Euros) and your credit-card will be charged in GBP or EUR respectively, depending on Buyer's choice.

4.3 Due to the fluctuating nature of financial exchange rates, our calculated total in your local currency may be slightly different from the actual total charged by your credit-card company. In addition to this, your credit-card company may charge an extra fee for paying in GBP or EUR. The amount is usually very small but you should check with your card issuer for current rates if you are concerned. The Seller is not liable for any slight difference charged to the Buyer due to currency conversion or any charges incurred by your credit card company

5 Natural Products.


Please note that the color of images may be limited by the availability of images or the technology used to access this site. We will do our best to load faithful reproductions of the product offered. Please refer to the description of the product alongside the image to confirm the exact nature of the product.

6 Delivery


6.1 The place for delivery of the Goods will be agreed between the Seller and the Buyer and shown on the Order Confirmation.

6.2 Any dates quoted for delivery of the Goods are indicative only. Time for delivery will not be of the essence of the Contract and the Seller will not be liable for any loss or expenses sustained by the Buyer arising from any delay in the delivery of the Goods howsoever caused.

6.3 The Buyer must inspect the Goods on delivery and, in the case where Goods have been delivered by carrier, sign the required proof of delivery document or collection acceptance document. A signature on that document will constitute conclusive evidence against the Buyer of receipt of the quantity of Goods indicated on that document free from any apparent defect or damage. The Buyer may not reject the Goods or any part of them solely on the grounds of short delivery of an installment. If the Goods are alleged to be damaged or defective on delivery, a description of the alleged damage or defect must be given in writing at the time of delivery and signed by or on behalf of the Buyer.

6.4 The Seller reserves the right to make delivery of the Goods by installments. If the Goods are to be delivered in installments, each delivery will constitute a separate contract. The Buyer may not treat the Contract (as a whole) as repudiated if the Seller fails to deliver any one or more of the installments or if the Buyer has a claim in respect of any one or more of the installments.

6.5 If the Buyer fails to take delivery of the Goods, the Seller may pursue any remedy legally available including either or both of the following:

6.5.1 store the Goods until actual delivery and charge the Buyer for the cost (including insurance) of storage, together with any other reasonable incidental costs;

6.5.2 sell the Goods at the best price readily obtainable by the Seller and (after deducting all storage and selling expenses) charge the Buyer for any shortfall below the Price. The Buyer must advise the Seller in writing of any alteration, cancellation or deferral of delivery. The Seller reserves the right to make a charge (which will not normally be less than 20% of the cost of the item altered, deferred or cancelled), whether the goods have been taken into stock or not.

6.6 Goods may not be returned to the Seller except as provided in Conditions 12 and 13 below.

7 Risk and Property


7.1 Risk of damage to or loss of the Goods will pass to the Buyer on delivery at the agreed address.

7.2 Notwithstanding delivery and the passing of risk in the Goods, property in the Goods will not pass from the Seller until the Seller has received in cash or cleared sums full payment of the Price and all other sums which are due, owing or payable by the Buyer to the Seller in respect of the Contract or any other Contract between the Seller and the Buyer.

8 Limitation of Liability.


8.1 The Seller will not be liable for short delivery or defective Goods unless a claim is notified to the Seller in writing in accordance with Condition 9 within seven (7) days of delivery. The Seller will not be liable for defective Goods unless a claim is notified to the Seller in writing in accordance with Condition 9 within seven (7) days of the Buyer becoming aware of the defect or, where upon reasonable inspection of the Goods, the Buyer should have become aware of such defect. In each case, the notification must include the invoice number, delivery note number and details of the claim. In the case of a valid claim, the Seller may, in its sole discretion, replace the Goods (or the part in question) or refund to the Buyer the Price (or an appropriate proportion of the Price). The Seller will have no further liability to the Buyer in respect of the matters referred to in this Condition 8.1.

8.2 The Seller will not be liable in any way for loss, damage, costs or expenses (including loss of profit) arising directly or indirectly from any failure or delay in performing any obligation under this Contract by reason of any event or circumstance outside the reasonable control of the Seller, including but not limited to, any strikes, industrial action, failure of power supplies or equipment, government action or Act of God.

8.3 Nothing in this Condition 8 shall limit or exclude any liability of the Seller for death or personal injury caused by the Seller's negligence. Except as provided in this Condition 9, the Seller will not be liable to the Buyer for any indirect or consequential loss or damage, costs, expenses (including loss of profit) or other claims for compensation whatsoever arising out of or in connection with the sale of the Goods or their use or resale by the Buyer.

8.4 The liability of the Seller, its agents, employees, subcontractors and suppliers with respect to any and all claims arising out of the performance or non-performance of the Seller's obligations in connection with the storage, and/or use of the information provided under the Agreement, or the rendition of services hereunder, whether based on warranty, contract, negligence, strict liability or otherwise, shall not exceed, in the aggregate, the net purchase price (excluding taxes and freight) for such products or services. In no event shall the liability include damages for loss of profits or revenue; increased cost of purchasing or providing materials, supplies or services; cost of replacement capital; claims of purchaser's customers; inventory or use charges; or incidental or consequential damages of any nature.

8.5 This limitation of liability section shall prevail over any conflicting or inconsistent provision contained in any of the documents comprising this Agreement. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature. In no event will the Seller be liable to any party for any direct, indirect, special or other consequential damages for any use of this website, or any other hyper linked website, including without limitation, any lost profits, business interruption, loss of programs or other date on your information handling system or otherwise, even if the Seller has been expressly advised of the possibility of such damages.

9 Notice.


9.1 Any notice given or made under the Contract will be in writing (other than writing on the screen of a visual display unit or other similar device, which shall not be treated as writing for the purposes of this Clause).

9.2 A notice will be addressed as provided in Condition 9.3 and, if so addressed, will be deemed to have been duly given or made as follows:

9.2.1 if sent by personal delivery, upon delivery at the address of the relevant party; or

9.2.1 if sent by first class post, two clear business days after the date of posting.

9.3 For the purpose of the Contract, notices will be given to the Seller at its address set out in Condition 1, for the attention of the Company Director. Notices will be given to the Buyer at the address to which the Goods have been delivered.

9.4 The Seller and the Buyer may notify each other of a change in their name, relevant addressee and address for the purpose of Condition 9.3.

9.5 This notification will only be effective on:

9.5.1 the date specified as the date on which the change is to take place; or

9.5.2 if no date is specified or the date specified is less than five (5) clear business days after the date on which notice is given, the date falling five (5) clear business days after notice of any change has been given.

9.6 This clause will not apply in relation to the formal service of any court documentation or other document arising in connection with any disputes under the Contract.

10 Governing Law and Jurisdiction


10.1 The Contract shall be governed by and construed in accordance with English law.

10.2 The parties irrevocably agree that the courts of England are to have non-exclusive jurisdiction to settle any disputes which may arise in connection with the Contract.

11 Miscellaneous


11.1 If the Seller does not exercise a right or power when it is able to do so this will not prevent it exercising that right or power. When it does exercise a right or power it may do so again in the same or a different manner. The Seller's rights and remedies under the Contract are additional to and not in derogation of, any other rights and remedies it may have at law.

11.2 Severability. If any term or provision in the agreement is found to be void, against public policy, or unenforceable by a court of competent jurisdiction and such finding or order becomes final with all appeals exhausted, then the offending provision shall be deemed modified to the extent necessary to make it valid and enforceable. If the offending provision cannot be so modified, then the same shall be deemed stricken from the agreement in its entirety, and the remainder of this agreement shall survive with the said offending provision eliminated.

11.3 Website Availability. Because public networks, such as the internet, occasionally experience disruptions, the Seller cannot guarantee its website will be available 100% of the time. Although the Seller strives to provide the most reliable website possible, interruptions and delays in accessing the website are unavoidable and the Seller disclaims any liability for damages resulting from such problems.

11.4 Typographical Errors. Information on this website may contain technical inaccuracies or typographical errors. We attempt to make our descriptions as accurate as possible, but the Seller does not warrant the content of this website is accurate, complete, reliable, current, or error-free.

11.5 License. The Seller grants you a personal, non-exclusive, and non-transferable right to access and use the content on the adagio.uk.com website. All use must be in accordance with all Adagio Policies, including those stated in the adagio.uk.com Privacy Policy

11.6 Off-Site Links. A link to a non-adagio.uk.com website does not mean that the Seller endorses or accepts any responsibility for the content, or the use, of such website. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature.

11.7 Headings. Condition and section headings are for convenience of reference only and shall not affect the interpretation of this agreement.

12 Cancellation of Order.


12.1 The Buyer shall have the right to cancel any order for Goods in the following circumstances:

12.1.1 for any reason, within seven (7) working business days beginning with the day after the Buyer receives the Goods.

12.1.2 in the case of faulty or defective Goods at the earliest opportunity after the Buyer has discovered the fault or defect (provided that the Buyer shall be deemed to have inspected the Goods as soon as reasonably practicable after delivery and provided that the fault or defect is not minor or trivial and is capable of rectification, and is so rectified, by the Seller at the Seller's cost).

12.2 Notice of the wish to cancel must be made by any one of the following means;

12.2.1 by leaving it at or posting it to the address of the Seller shown on the invoice.

12.2.2 by sending it to contact@adagio.com.

12.3 Save in respect of faulty or defective goods, nothing in these terms and conditions shall give to the Buyer rights of cancellation in regard to Goods made to the Buyer's specifications or clearly personalized or which have been installed by or on behalf of the Buyer or which by their nature cannot be returned or are liable to deteriorate or expire rapidly.

13 Refund on Cancellation.


13.1 In the case of cancellation under Condition 12.1.1 above, the Seller reserves the right to deduct from any credit due to the Buyer (or to charge the Buyer , as the case may be) a sum equal to the normal delivery charge applicable to the Goods in regard to re-delivery of the Goods to the Seller. Other than that, the Seller shall refund to the Buyer all sums paid (including initial delivery charges (if any)) in respect of the Goods in question.

13.2 In the case of cancellation under Condition 12.1.2 above, the Seller shall be responsible for all sums paid (including initial and re-delivery charges (if any)) in respect of the Goods in question.

14 Returns.


14.1 All items of Goods which are returned by the Buyer to the Seller must be returned in their original, undamaged packaging and must be in an unused condition (except only in the case of Goods which have been discovered to be faulty upon use).

14.2 All items of Goods (other than faulty Goods) must, upon return, be received by the Seller in the original packaging and in a resalable condition, failing which the Seller reserves the right to refuse either all or some of the refund which would otherwise be due in respect of such returned Goods. Except in the case of faulty returns, the cost of returning Goods shall be borne by the Buyer.

14.3 The Buyer shall not (except in the case of faulty Goods) have any right to return Goods which been assembled or installed, in whole or in part, or any which, for reasons of hygiene have been opened.

15 Intellectual Property.


15.1 This website is owned and operated by adagio.uk.com, in London, England. Unless otherwise noted in this website, adagio.uk.com owns the copyright with respect to all content on the website. Content includes: text, graphics, logos, audio clips, trade marks, software server information, and anything else hosted on this website. All rights to our content, services, and server information are reserved. Any modification made to the content of this website by a third party is a violation of adagio.uk.com's copyright. Additionally, the adagio.uk.com website may contain other proprietary notices and copyright information, the terms of which must be observed and followed.

15.2 Nothing contained on the website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the website or any information displayed on the website, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms and Conditions; or (b) with our prior written permission or the prior written permission from such third party that may own the trademark or copyright of information displayed on the website.

15.3 The adagio.uk.com logo, name, and other marks indicated on our website are the subject of applications for trademarks or registered trademarks of Adagio Teas, Inc. in the European Community and/or other jurisdictions. adagio.uk.com's graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress of adagio.uk.com. adagio.uk.com's trademarks and trade dress may not be used in connection with any product or service that is not adagio.uk.com's, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits adagio.uk.com. All other trademarks not owned by adagio.uk.com that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by adagio.uk.com.

16 Postage/Shipping and Tax


For postage and shipping charges for UK and international locations, please refer to our shipping section. Please note delivery charges may change from time to time.

17 Warranty.


NOTHING IN THESE TERMS AND CONDITIONS SHALL OPERATE TO DENY OR LIMIT ANY RIGHTS OF OR THE SELLER'S LIABILITY TO ANY BUYER WHO IS A CONSUMER, WHICH RIGHTS SUCH BUYER HAS AT LAW. IN THE EVENT OF CONFLICT BETWEEN THE TERMS OF THE CONTRACT AND ANY SUCH RIGHTS, THE LATTER SHALL PREVAIL IN FAVOR OF THE BUYER.

18 User Registration.


In registering for a adagio.uk.com user name, you acknowledge and represent that you are an individual who can form legally binding contracts under applicable law. You agree to keep your user name and password confidential. You further guarantee that the information you supply to the adagio.uk.com website is accurate. Falsifying or omitting contact information such as a member's name, address, and/or telephone number when registering adagio.uk.com is not permitted. Users are also not permitted to use fax or disconnected numbers as a telephone number. When using this website you must obey all applicable international, federal, state, and local laws.

19 User Suspension and/or Termination.


adagio.uk.com, in its sole discretion, may terminate users for violating adagio.uk.com Policies. You agree that breach of any of the terms in this Agreement may result in the immediate termination of your account and/or give rise to civil action against you.

20 User Indemnification of adagio.uk.com.


You agree to indemnify adagio.uk.com and its affiliates, employees, agents, representatives and third party service providers, and to defend and hold each of them harmless, from any and all claims and liabilities (including attorneys fees) which may arise from your submissions, from your unauthorized use of material obtained through the adagio.uk.com website, or from your breach of this Agreement, or from any such acts through your use of this website.
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