1. General

1.1 This page tells you the terms and conditions on which we supply any of the products listed for online sale (the Products) on our website www.milldred.com. By ordering any of our Products you agree to be bound by these terms and conditions.  Please read these terms and conditions carefully before you submit your order to us.

  1. About us

2.1 We are Milldred Ltd, a company registered in England under number 05973584 with our registered office at Milldred, 101 Herbert Gardens, London NW10 3BH.

2.2 You can contact us by writing to us at hello@milldred.com.

  1. Making an Order Contract with us

3.1 By placing an order through our site, you warrant that you are legally capable of entering into binding Order Contracts.

3.2 If we have to contact you, we will do so by using the telephone number, email address or postal address you provided to us in your order.

  1. How the Order Contract is formed between you and us

4.1 After placing an order, you will receive an email from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. All orders are subject to acceptance by us, and we will confirm such acceptance to you by sending an email to confirm that the Product has been dispatched. The Order Contract between us will only be formed when we send you the Dispatch Confirmation email (the Order Contract).  We will assign an order number to your order and tell you what it is when it has been accepted.  

4.2 If we cannot accept your order, we will inform you of this by email and will not charge you for the Product.

4.3 The Order Contract will relate only to those Products whose dispatch we have confirmed in the Dispatch Confirmation. We will not be obliged to supply any other Products which may have been part of your order until the dispatch of such Products has been confirmed in a separate Dispatch Confirmation.

  1. Consumer rights

5.1 You may cancel an Order Contract at any time within 14 days, beginning on the day you receive the Products ("Cooling off Period"). You will receive a full refund of the price paid for the Products subject to clause 10 below.

5.2 To cancel an Order Contract, you must inform us in writing. You must also return the Products to us in the same condition in which you received them within 14 days of receipt of the Products, and at your own cost and risk. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation or to make deductions to any amount of refund which we may pay to you.  

  1. Availability and deliverability

6.1 Your order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, then within 30 days of the date of the Dispatch Confirmation, unless there are exceptional circumstances.  

6.2 If our supply of the products is delayed by an event outside our control (see clause 7 below) then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the Order Contract and receive a refund for any Products you have paid for but not received.

6.3 We may have to suspend the supply of a product to deal with technical problems or make minor technical changes; update the product to reflect changes in relevant laws and regulatory requirements; or make changes to the product, either as requested by you or as notified by us to you.

6.4 We will contact you in advance to tell you we will be suspending supply of the Product, unless the problem is urgent or an emergency. If we have to suspend the Product for longer than [8 weeks] we will adjust the price so that you do not pay for Products while they are suspended. You may contact us to end the Order Contract for a Product if we suspend it, or tell you we are going to suspend it and we will refund any sums you have paid in advance for the Product in respect of the period after you end the Order Contract.

  1. Force Majeure

7.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under an Order Contract that is caused by events outside our reasonable control (Force Majeure Event).

7.2 A Force Majeure Event includes any act, event, non-happening, omission, or accident beyond our reasonable control.

Our performance under any Order Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Order Contract may be performed despite the Force Majeure Event.

  1. Risk and title

8.1 Ownership of the Products will only pass to you when you have successfully received them.  

8.2 We must receive full payment of all sums due in respect of the Products, including delivery charges before the Products can be dispatched. 

  1. Price and payment

9.1 The price of the Products and our delivery charges will be as quoted on our site, except in cases of obvious error.

9.2 Product prices and delivery charges are liable to change at any time, but changes will not affect any orders for which we have already sent a Dispatch Confirmation.

9.3 Payment for all Products must be by credit/debit card or other method as available on our website. We accept payment by Mastercard, Visa, American Express, Maestro, Visa Electron and Visa Delta. We will not charge your credit or debit card until we dispatch your order.

  1. Cancellation of Order Contract and Returns

10.1 Returns will not be accepted unless we have been notified in advance and within 14 days of receipt of the Product by you, via the on-site returns form which can be found at [www.milldred.com/returns] or by contacting us via email at hello@milldred.com. Products should be returned to Milldred, 101 Herbert Gardens, London NW10 3BH.

10.2 If you return a Product to us:

(a) because you have cancelled the Order Contract between us within the 14-day cooling-off period (see clause 5.1 'Consumer Rights' above), we will process the refund due to you within 14 days of the day on which you gave notice of cancellation. We will refund the price of the Product in full, and any applicable delivery charges. You will be responsible for covering the cost of returning the Product. Our customer service team will be happy to advise on secure shipping practice and couriers. Please contact hello@milldred.com for assistance.  We reserve our rights to reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which has caused damage or left the Product in an unsaleable state.  If we refund you the price paid before we are able to inspect the Product and later discover you have handled such Products in an unacceptable way, you must pay us an appropriate amount to reflect any damage caused;

(b) for any other reason (including but not limited to, because you have notified us that you do not agree to a change in these terms and conditions or in any of our policies, or because you consider that the Product is defective), we will examine the returned Product and will notify you of your refund via email within a reasonable period of time. We reserve our rights to reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which has caused damage or left the Product in an unsaleable state.  We will process the refund due to you within 14 days of the day we confirmed that you were entitled to a refund. We will refund the price of any Product which, after examination, is deemed by us in our sole discretion to have been defective at the time of sale, in full and any applicable delivery charges.

10.3 We will refund any money received from you using the same method originally used by you to pay for your purchase.

10.4 Refund of 'returned Products' lost in transit will not be considered unless proof of posting is supplied.

  1. Damage/non-delivery

11.1 Claims for damage must be made within 3-days of receipt of goods. Damaged product and packaging must be retained in case of inspection by our carriers. Claims of non-delivery must be made within 20-days of dispatch.

  1. Description of Products

12.1 Descriptions of the Products included in the Milldred site are accurate to the best of our knowledge and the images of the Products are for illustrative purposes only. We do our best to correct errors or omissions as soon as we are aware of them. However, you should be aware that the colours and appearance of images, mounts and frames may vary very slightly from the way they appear on the screen. Also, due to the hand painted nature of our artworks, the design may vary slightly, however not noticeably, nor to a fault. 

12.2 We may change the product to reflect changes in relevant laws and regulatory requirements or to implement minor technical adjustments and improvements. These changes will not affect your use of the Product.

12.3 If we are required to make significant changes to the Product, we will notify you and you may then contact us to end the Order Contract before the changes take effect and receive a refund for any Products paid for but not received:

  1. Intellectual Property Rights

13.1 The images and designs used on the Milldred website are the property of Milldred or their respective copyright owners and are used by Milldred to express authorisation from copyright owners or their agents. All copyright, trademarks, and other intellectual property rights in and relating to Milldred are vested in Milldred or our partners where appropriate. You must not reproduce, modify, or distribute our images and/or designs or any part of those images and/or designs in any manner, whatsoever. In the event that there is any dispute between us in relation to this issue, you agree that until the matter is resolved, an interim injunction will be an appropriate remedy. An Interim injunction is a court order, which would prevent any further use or distribution of the image and/or design that we are concerned about, until a final court hearing where the court will make a decision on all the facts.

  1. Our liability

14.1 Subject to clause 14.5 if we fail to comply with these terms and conditions, we shall only be liable to you for the purchase price of the Products.

14.2 Subject to clause 14.5, we will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following categories: loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; or waste of management or office time.

14.3 However, clause 14.2 will not prevent claims for loss of or damage to your tangible property that are foreseeable or any other claims for direct loss that are not excluded by categories (a) to (f) inclusive of clause 14.2.

14.4 We accept full liability for any delivery costs associated with order discrepancies that are a result of our own error.  

14.5 Nothing in this agreement excludes or limits our liability for:

(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987; or
(e) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.

  1. Import duty

15.1 If you order Products from our website for delivery to any islands surrounding the UK, such as the Channels Islands, Highlands, Northern Ireland or anywhere outside the UK, they may be subject to import duties and taxes. Such import duties and taxes will be levied when the delivery reaches the specified destination, and you will be responsible for paying these charges. Please note that we have no control over these charges and cannot confirm their amount in advance of your order placement. Please contact your local customs office for further information before placing your order.

15.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws and regulations.

  1. Written communications

16.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by email or provide you with information by posting notices on our website. For Order Contractual purposes, you agree to this electronic means of communication and you acknowledge that all Order Contracts, notices, information, and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.

  1. Notices

17.1 All notices given by you to us (Milldred) must be communicated at hello@milldred.com. We may give notice to you at either the email or postal address you provide to us when placing an order, or in any of the ways specified in 'Written Communications' in clause 16 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email that such email was sent to the specified email address of the addressee.

  1. Events outside of our control

18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under an Order Contract that is caused by events outside our reasonable control (Force Majeure Event).

18.2 A Force Majeure Event includes any act, event, non-happening, omission, or accident beyond our reasonable control and includes (without limitation) the following:

    1. strikes, lock-outs or other industrial action;
    2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
    3. fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster;
    4. impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
    5. impossibility of the use of public or private telecommunications networks; and
    6. the acts, decrees, legislation, regulations, or restrictions of any government.

18.3 Our performance under any Order Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Order Contract may be performed despite the Force Majeure Event.

  1. Personal information

19.1 We will only use your personal information as set out in our privacy policy https://sophiepaterson.Milldred.co.uk/privacy-policy/

  1. Waiver

20.1 If we fail, at any time during the term of an Order Contract, to insist upon strict performance of any of your obligations under the Order Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Order Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.

20.2 A waiver by us of any default will not constitute a waiver of any subsequent default.

20.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with 'Notices' above.

  1. Entire agreement

21.1 The Order Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Order Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Order Contract.

  1. Changes to this agreement

22.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.

22.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Dispatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within 7 working days of receipt by you of the Products).

  1. Severance

23.1. If any term of this agreement is or becomes unenforceable, illegal or invalid, it shall be deemed deleted and the remainder of this agreement shall remain valid and enforceable.

23.2 If any provision of the Order Contract is deemed deleted under Clause 21.1 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

  1. Misuse of our site

24.1 Milldred reserves the right to suspend or terminate any customer's account or open orders which are, or appear to us in our absolute discretion, to be, in breach of any of the provisions of this agreement.

  1. Third Party Rights

25.1 This agreement does not give rise to any rights under the Order Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

  1. Governing Law and Jurisdiction 

26.1 Milldred is a company registered in England, [and every sale shall be deemed to be performed in England]. This agreement and any dispute or claim (including non-Order 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 and Wales.

26.2 Both you and we (Milldred) irrevocably agree and submit to the exclusive jurisdiction of the English courts in relation to any disputes arising out of any sale.
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