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TALIS UK Ltd. - Terms & Conditions

These TALIS UK Ltd. (“TALIS”) Terms and Conditions consist of the following sections in this document:

  1. Introduction;
  2. The Sale Terms;
  3. Use of the Website and
  4. Miscellaneous, as well as the terms and conditions dealing with specific matters in any policy or document to which a link access is provided herein.

1. INTRODUCTION

www.talis.shop (the "Website") is owned by and/or operated by or on behalf of TALIS-UK Limited, Coytrahene Close, Brackla Industrial Estate, Bridgend CF31 2AX, United Kingdom ("TALIS/we/us").

If you place an order through this Website, upon confirmation that such order is accepted a sales contract will be executed between you and us, which will be governed by these TALIS Terms and Conditions and specifically by the Terms mentioned below.

2. SALES TERMS

Please read these Sales Terms carefully before ordering Products online from the TALIS Website. Please note that these Sales Terms include the terms contained in those pages to which a link is provided within these Sales Terms.

2.1 When do these Sales Terms apply?

These Sales Terms apply to all offers and contracts relating to the sale and delivery of Products by TALIS. In other words, you agree to these Sales Terms, when you (i) order anything from the Website or (ii) at any web page directly connected to the Website or when you accept an offer from TALIS. It is only possible to deviate from these Purchase Terms if agreed in writing by TALIS.

2.2 Products

TALIS has different types of products and this may include products completely designed by TALIS, meaning fully designed and created by TALIS and products purchased from third parties and only distributed by TALIS (“Standards Products”).

2.3 Requirements to conclude a contract with TALIS

You have to be 16 years of age or older to buy Products via the Website. You guarantee that the information you provide to TALIS in the request or order is accurate and complete.

2.4 How is a contract concluded with you?

2.4.1 Formation of contract related to Standard Products

All information on the Website is an invitation to treat only. In other words, the information is not an offer or binding contract. You agree that your order is an offer to purchase the Products listed in your order.

TALIS is entitled to verify an order in advance at all times and/or to refuse to accept an order without providing reasons and with no liability to you or any third parties. If TALIS does not confirm acceptance of your order within ten working days, it is deemed to have been refused.

All orders submitted by you are subject to acceptance by TALIS. Any Order Acceptance will only become valid in connection with and governed by the “General Terms and Conditions of Sale” in its current applicable version. In case pf any contradiction this “Terms & Conditions” will prevail. We may choose not to accept your order at our own discretion. Examples of when we may not accept your order are as follows:

a. If Products are shown on the Website but are not available;

b. If shipping restrictions may apply to a product;

c. If Products shown on the Website contain a manifest error such as being incorrectly priced or otherwise incorrectly described.

After your order has been placed, we will send you an order acknowledgement email with your order number and details of the Products you have offered to purchase and details of any delivery services. Acceptance of your order and the formation of a contract of sale of the Standard Products between you and TALIS will not take place unless and until either:

a. you receive an e-mail from TALIS which confirms the shipping of the Standard Products according to these Terms;

b. you received confirmation from the carrier that the Standard Products are ready for you to pick them up, when you have been chosen the option to pick up the Standard Products at a TALIS location or the carrier has stored the Standard Products at the pickup location

2.5 Retention of title

All Products will remain the property of TALIS until you have paid all amounts owing to us in full under any agreement, including the payment of costs, earlier or later deliveries or partial deliveries. You may not sell, dispose of or encumber any Product before full title thereof has passed to you.

2.6 Quality and maintenance of Products

Minor differences in colour and other variations in Products are possible as a result of different image acquisition, display technologies or other technical reasons. TALIS is not liable for these variations and deviations.

TALIS is not liable for any damage resulting from incorrect handling of Products, including handling contrary to the instructions.

2.7 Order Cancellation

Because we start to process your order as soon as it is submitted, it is not possible to cancel your order.

2.8 Price

The stated prices include VAT. Prices are quoted in British Pound Sterling (GBP). TALIS reserves the right to make price changes prior to an order placed by you.

TALIS charge delivery costs. The delivery costs vary for each Product and type of delivery.

For further cost details, please click here, for the Delivery section on our Website. These costs will, if applicable, be charged separately, itemised and added up with the total amount of the order.

2.9 Methods of payment

Please check the Website for information on available payment methods.

TALIS reserves the right to conduct an individual credit check for each order. Depending on the results of this check, TALIS reserves the right to refuse certain methods of payment.

2.10 Invoicing

Where we elect, or are required by applicable law, to issue or make available an invoice, TALIS reserves the right to issue or make available electronic invoices and you agree to such form of invoicing.

2.11 Delivery

TALIS will deliver to the address indicated by you within the UK mainland or as separately confirmed in the acceptance of the Order. Deliveries will be done only on business days. Note that public holidays may vary per country and per year. We suggest checking all public holidays to get a better estimation of delivery periods.

For detailed information about delivery periods, please check the specifications for the different types of delivery by clicking here in the ‘Delivery‘ section of our Website. Note that Delivery periods are indicative and are therefore not regarded as strict deadlines. The mere fact that a delivery period is exceeded does not entitle you to compensation.

TALIS is entitled, insofar as reasonably possible, to make split deliveries so that you receive your Products as soon as possible. There are no additional costs associated with such split deliveries. However, in the event that you request that TALIS split delivers in parts, TALIS may charge you for extra delivery costs. Each split order shall constitute a separate sales contract. If TALIS is late delivering a part or one split order is faulty, that will not entitle you to cancel any other split order.

In the unlikely event that after entering into the sales contract, TALIS can no longer deliver your Products and is not responsible for this situation, TALIS will be entitled to terminate the sales

contract. TALIS will, of course, inform you as soon as reasonably practicable and reimburse any payments made.

2.12 Return instructions for Standard Products:

To return a Standard Product please follow the instructions as set out in the “General Terms and Conditions of Sale”.

3. USE OF THE WEBSITE

Please read these Terms and Conditions for website use (“Use of the Website Terms and Conditions”) carefully before using the Website and any TALIS content on social media websites, including without limit Facebook and Twitter (together: the “Website”). These Use of the Website Terms and Conditions apply to all visits and uses of the Website, as well as to the Content (as defined below), information, recommendations, products and services provided to you on or through the Website. By accessing and using the Website, you grant your consent to these Use of the Website Terms and Conditions in their entirety in addition to any other law or regulation that applies to the Website and the Internet. If you do not agree to these Use of the Website Terms and Conditions, please leave the Website immediately.

3.1 Content on the Website

All of the content featured or displayed on the Website, including, but not limited to, logos, icons, trademarks, text, graphics, photographs, images, moving images, sound, illustrations and software (“Content”), is owned by TALIS UK Ltd., its affiliated companies, its licensors or its content providers. All elements of the Website including, but not limited to, the general design and the Content, can be protected by copyright, moral rights, database rights, trade mark and other laws relating to intellectual property rights. Except as explicitly permitted under this or another agreement with TALIS, no portion or element of the Website or its Content may be copied or retransmitted via any means. The Website, its Content and all related rights shall remain the exclusive property of TALIS, its affiliated companies or its licensors unless otherwise expressly agreed. All such rights are reserved.

3.2 Copyright and trademarks

The copyright in all Content is and remains owned by TALIS, its affiliated companies or its licensors as appropriate. Except as may be otherwise indicated in specific documents within the Website, you are authorised to view, play, print and download Content found on the Website for personal, informational, and non-commercial purposes only. You may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any Content. You may not reuse any Content without first obtaining the written consent of TALIS. For purposes of these terms, the use of any such Content on any other Website or networked computer environment is prohibited. You will not remove any copyright, trademark or other proprietary notices from Content found on the Website.

All trademarks, service marks, logos and trade names which appear on products of TALIS Group, product packaging and/or on the Website, whether registered or not (the “Trade Marks”) remain the exclusive property of TALIS, its affiliated companies or its licensors (as appropriate) and are protected

by applicable trade mark laws and treaties. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify any of the Trade Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Website, without TALIS' prior written consent. The use of any of the Trade Marks on any other Website or network computer environment, for example the storage or reproduction of (a part of) the Website in any external internet Website or the creation of links, hypertext, links or deep links between the Website and any other internet websites, is prohibited without the express written consent of TALIS.

3.3 Disclaimer of warranties

The Website and the Content are free of charge and provided 'as is' and without any warranties of any kind. The information on the Website is for general information purposes only and does not constitute advice.

TALIS does not represent or warrant that the information and/or facilities contained in the Website are accurate, complete or current, or that the Website or the server that makes the Website available are free of viruses or any other harmful components. Further, TALIS will not provide for specific IT infrastructure or connectivity. Thus TALIS cannot represent or warrant the Website will be uninterrupted or error free. TALIS does not make any warranties or representations regarding the use of the Content on the Website in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise, in each case to the fullest extent permitted by applicable law.

3.4 Limitation of liability

Your use of the Website is at your own risk. Neither TALIS, nor any of its employees, officers, directors nor any of its agents or any other party involved in creating, producing or delivering the Website will be liable for any direct, indirect, special, consequential or other damages that result from the use of, or the inability to use, the Content on the Website, including damages caused by viruses or any incorrectness or incompleteness of the information on the Website, or the performance of the products or otherwise arising out of or in connection with these Use of Website Terms and Conditions, even if TALIS has been advised of the possibility of any such damages.

3.5 Links to third parties

For your convenience and to improve the usage of the Website, links to Websites that are owned and controlled by third parties may be provided from time to time. These links take you outside TALIS’ service and off the Website and are beyond TALIS’ control. This includes links to partners that may use the Trade Marks as part of a co-branding agreement. The Websites you can link to have their own separate terms and conditions as well as a privacy policy. TALIS is not responsible and cannot be held liable for the content and activities of these Websites. You therefore visit/access these Websites entirely at your own risk.

Please note that these other Websites may send their own cookies to users, collect data or solicit personal information, and you are therefore advised to check the terms of use and/or privacy policies on those Websites prior to using them.

3.6 Misuse of the Website

You are prohibited from using the Website to post or transmit any User Generated Content (as defined below) which infringes or may infringe third party intellectual property rights or which is threatening, false, misleading, inflammatory, defamatory, invasive of privacy, obscene, pornographic, abusive, discriminating, illegal or which could constitute or encourage conduct that would be considered a criminal offence, violate the rights of any party or which may otherwise give rise to civil liability or violate any law. TALIS may deny you access to the Website at any time in its sole discretion, and which shall include situations where TALIS believes that your use of the Website is in breach of any of these Use of Website Terms and Conditions and/or applicable laws.

You are also prohibited from using the Website to advertise or perform any commercial solicitation.

3.7 User generated content

All opinions, remarks, comments, artwork, graphics, photographs, links, questions, suggestions, information, videos and other materials that you or other users of the Website post to the Website or transmit using the Website (“User Generated Content”) will be deemed non-confidential and non-proprietary. Accordingly, TALIS shall have the non-exclusive, royalty-free, right to use, copy, distribute and disclose to third parties any User Generated Content for any purpose, in any medium and throughout the world (license grant). You acknowledge and agree that TALIS only acts as a passive conduit for the distribution of the User Generated Content and is not responsible or liable to you or to any third party for the content or accuracy of the User Generated Content. TALIS shall not be continuously monitoring User Generated Content published by you or moderating between users, nor shall TALIS be under an obligation to do so. Without limit to the generality of the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the User Generated Content do not necessarily represent those of TALIS. Any use by you of the User Generated Content is entirely at your own risk. You represent and warrant that any User Generated Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or personality rights and does not contain any defamatory or disparaging statements. Furthermore, you represent and warrant that you have the capacity to grant the license as stipulated in this paragraph. You agree to indemnify and keep TALIS and its affiliated companies indemnified against all costs, expenses, damages, losses and liabilities incurred or suffered by TALIS or its affiliated companies related to any User Generated Content posted or transmitted by you or your other use of the Website.

TALIS reserves the right at its sole discretion to block or remove (in whole or part) any User Generated Content posted or transmitted by you and which TALIS believes is not in accordance with these Use of Website Terms and Conditions (including materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to TALIS.

You agree to promptly notify TALIS in writing (see 4.1 How to Contact Us below for contact details) of any User Generated Content (or other Content) which breaches these Use of Website Terms and Conditions. You agree to provide to TALIS sufficient information to enable TALIS to investigate whether such User Generated Content (or other Content) breaches these Use of Website Terms and Conditions. TALIS agrees to make good faith efforts to investigate such complaint and shall take such action as TALIS in its sole discretion decides. However, TALIS does not warrant or represent that it will block or remove (in whole or part) such User Generated Content or other Content.

3.8 Unsolicited ideas

TALIS maintains the policy of not reviewing or accepting any unsolicited submissions of ideas, inventions, designs and/or other materials related to TALIS business whether consisting of texts, images, sounds, software, information or otherwise (the “Materials”) from persons external to TALIS. You should therefore not post any Materials on the Website or send these to TALIS by e-mail or otherwise.

4. MISCELLANEOUS

4.1 How can you contact us?

If you have any questions or comments about the Website or the TALIS Terms and Conditions or in the unlikely event that you wish to make a complaint please don't hesitate to contact our Customer Service using the following contact data:

TALIS-UK Ltd
Coytrahene Close
Brackla Industrial Estate
Bridgend
CF31 2AX United Kingdom

Tel: +44 (0) 845 077 9797

Fax: +44 (0) 845 077 9798

Email: enquiries@talis-group.com

4.2 Priorities

In case of contradiction between TALIS Terms and Conditions and any content contained in other parts of the Website or in links, TALIS Terms and Conditions contained in this document prevail.

4.3 Amendments to the TALIS Terms and Conditions

We reserve the right to make changes to these Terms and Conditions at any time.

The use of this Website as well as any purchase agreement executed between you and us, will be subject to the version of the TALIS Terms and Conditions in force at the time you place the order through this Website or the day you browse this Website (as applicable).

Please check the TALIS Terms and Conditions periodically for changes.

4.4 Data protection

TALIS fully respects the privacy of individuals who access and use the Website. For details on the manner in which we use cookies, the type of information we collect, how and for what purpose, we use your information and under what circumstances we disclose information please see our Privacy Statement and Cookie Policy, which are incorporated into and form part of these TALIS Terms and Conditions.

By placing a purchase order you agree and understand that we may collect, use, store and process your personal data in accordance with our Privacy Statement.

4.5 Severance

Each provision of the TALIS Terms and Conditions shall be construed separately and independently of each other. If any provision is deemed invalid, void or otherwise unenforceable, that provision shall be deemed severable from and shall not affect the enforceability of any of the other provisions of these TALIS Terms and Conditions.

4.6 Sub-contracting and assignment

TALIS reserves the right to sub-contract, transfer, assign or novate all or any of our rights and obligations under TALIS terms and conditions provided that your rights under TALIS terms and conditions are not affected. You may not sub-contract, assign or otherwise transfer any of your rights or obligations under the TALIS terms and conditions without our consent in writing.

4.7 Events beyond reasonable control

TALIS will be not held responsible for any delay or failure to perform or comply with our obligations under the TALIS terms and conditions when the delay or failure arises from any cause which is beyond TALIS’ reasonable control.

4.8 Applicable law and jurisdiction

These terms and conditions shall be governed in accordance with the law of the domicile of TALIS. All disputes under these terms and conditions shall be resolved as follows:

- for contracts with Buyers in the domicile of Seller such question, dispute or difference shall be submitted to the exclusive jurisdiction of the courts of the domicile of TALIS; and

- for contracts with all other Buyers such question, dispute or difference shall be finally settled by one or more arbitrators under the Rules of Conciliation and Arbitration of the International Chamber of Commerce.

The place of arbitration shall be in London, England and the language of the arbitration proceedings shall be English and the arbitration award shall be final and binding on the parties.