- Hanubu Limited, a private limited company, incorporated and registered in England and Wales with company number 12554712, whose registered office is at 33 Park Place, Leeds, LS1 2RY trading as Hanubu (“we”, “us”, “our”);
- The Customer/Client (“you”, “your”).
The Customer has ordered goods from Hanubu’s website https://www.hanubu.com. The goods ordered are under warranty, subject to the terms and conditions found in this Agreement.
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1.1. Hanubu warrants that on delivery, and for a period of 12 months from the date of delivery (“Warranty Period”), the Goods shall:
1.1.1. conform in all material respects with their description and any applicable product specification found on our website product page (“Specification”); and
1.1.2. be free from material defects in design, material, and workmanship; and
1.1.3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
1.1.4. be fit for any purpose held out by Hanubu.
1.2. Subject to Clause 1.3, if:
1.1.2. the Customer gives notice in writing to Hanubu during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Clause 1.1
1.2.2. Hanubu is given a reasonable opportunity of examining such Goods; and
1.2.3. the Customer (if asked to do so by Hanubu) returns such Goods to Hanubu’s place of business at the Customer's cost then Hanubu shall (at Hanubu’s absolute discretion) repair or replace the defective Goods, or refund the price of the defective Goods in full.
1.3. Hanubu shall not be liable for the Goods' failure to comply with the warranty set out in Clause 1.1if:
1.3.1. the Customer makes any further use of such Goods after giving notice in accordance with Clause 1.2;
1.3.2. the defect arises because the Customer failed to follow Hanubu's oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) reasonable practice regarding the same;
1.3.3. the defect arises as a result of Hanubu following any drawing, design or Specification supplied by the Customer;
1.3.4. the Customer alters or repairs such Goods without the written consent of Hanubu;
1.3.5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
1.3.6. the Goods differ from their description or Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
1.4. Except as provided in this Clause 1, Hanubu shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in Clause 1.1.
1.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from this Agreement.
1.6. These Conditions shall apply to any repaired or replacement Goods supplied by Hanubu.
- TITLE AND RISK
2.1. The risk in the Goods shall pass to the Customer on completion of delivery.
2.2. Title to the Goods shall not pass to the Customer unless payment in full for the goods has been received by Hanubu.
3.1. Without limiting either parties’ rights or remedies, the Customer may terminate this Agreement with immediate effect by giving written notice to the Hanubu.
4.1. Hanubu may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under this Agreement.
4.2. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract or this Agreement without the prior written consent of Hanubu.
5.1. Each party undertakes that it shall not at any time, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party other than as described in this Clause 5 and any of Hanubu’s privacy and data handling policies as Hanubu may update and amend from time to time.
5.2. Hanubu may disclose the other party's confidential information:
5.2.1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under Contract with the Customer. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this Clause 5; and
5.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.1. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
7.1. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
8.1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Agreement. If any provision of the Agreement is deemed deleted under this Clause 8 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
9.1.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:
9.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
9.1.2. sent by email to firstname.lastname@example.org.
9.2. Any notice or communication shall be deemed to have been received:
9.2.1. if delivered by hand, at the time the notice is left at the proper address;
9.2.2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
9.2.3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 9, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in England.
9.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- GOVERNING LAW AND JURISDICTION
10.1. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England.
10.2 Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
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