Terms & Conditions
StarStock Ltd – Website Terms and Conditions for Customers
1.1. Definitions. In these Terms, the following definitions apply:
a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business
the terms and Terms set out in this document as amended from time to time in accordance with clause 12.8;
the contract for the sale and purchase of the Products in accordance with these Terms
the goods (or any part of them) set out in the Contract
Your order for the Products issued via the process on the Website.
the relevant seller of the Products.
the website www.starstock.co.uk
2. About Us
- 2.1. We operate the Website www.starstock.co.uk We are StarStock Ltd, a company registered in England and Wales under company number 8164864 and with our registered office at . Our main trading address is 20 Buckmaster Rd, London, SW11 1EN. Our VAT number is 167 6231 95.
- 2.2. These Terms will apply to any Contract for the sale of Products. Please read these Terms carefully and make sure that you understand them, before ordering any Products from our Website. Please note that before placing an Order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our Website.
- 2.3. You should print a copy of these Terms or save them to your computer for future reference.
- 2.4. These Terms apply to the Contract to the exclusion of any other terms (including any statement, promise, representation, assurance or warranty made or given by or on behalf of Us which are not set out in the Contract and/or any terms that You may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing).
- 2.5. We act as agents for our Sellers who sell products through our Website and will provide the Products to You on their behalf in accordance with these Terms.
3. Placing an Order
- 3.1. In order to place an order on the Website you must be a registered user of the Website. If you are not a registered user of the Website (and are eligible to register and purchase Products) please select 'Register Now'. We reserve the right to reject any application to register.
- 3.2. Our shopping pages will guide you through the steps you need to take to place an Order with us. Our order process allows you to check and amend any errors before submitting your Order to us. Please take the time to read and check your Order at each page of the order process.
- 3.3. Your Order made through our Website constitutes Your offer to purchase the Products in accordance with these Terms. You are responsible for ensuring that the details of Your Order are complete and accurate.
- 3.4. Any photographs or other descriptive matter or advertising contained on Our Website are produced for the sole purpose of giving an approximate idea of the Products and shall not form part of the Contract or have any contractual force.
- 3.5. By submitting an Order You agree to provide all information and materials as may be reasonably required in connection with that Order. Your delivery of any Products may be suspended or Your Contract may be terminated if you fail to provide the required information and materials in a timely manner.
- 3.6. The Order shall only be deemed to be accepted when written confirmation of the Order (usually by e-mail) is issued, at which point the Contract shall come into existence.
- 3.7. If your Order is unable to be fulfilled, for example because that Product is not in stock or no longer available or because your requested delivery date cannot be met or because of an error in the price on the Website You will be informed of this by e-mail and your Order will not be processed. If you have already paid for the Products, You will be refunded the full amount paid by You, including any delivery costs charged, as soon as possible.
- 4.1. No Products will be made available for delivery until Your payment has been received (in accordance with clause 7).
- 4.2. If your Order is processed and confirmation of the Order is issued before 4pm (GMT) then the Products will be made available for delivery by the next Business Day. If your Order is processed and confirmed after 4pm then the Products will be made available for delivery on the second Business Day after that confirmation.
- 4.3. The Products will be delivered by Our third party carrier and will be delivered to the location set out in the Order or such other location as You may agree with Us (or, where relevant, our Seller) (Delivery Location).
- 4.4. Delivery of the Products shall be completed on the Products' arrival at the Delivery Location.
- 4.5. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Neither We nor our Seller shall be liable to You for any delay or failure in delivery of the Products that is caused by a Force Majeure Event (as detailed in clause 10) or Your failure to provide adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
- 4.6. If the Products fail to be delivered to You, liability to You shall be limited to the costs and expenses incurred by You in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Products.
- 4.7. If You do not provide adequate instructions for delivery of the Products or fail to take delivery of the Products, then, except where such failure or delay is caused by a Force Majeure Event or failure to comply with obligations under the Contract:
- 4.7.1. delivery of the Products shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which You are notified that the Products were ready; and
- 4.7.2. storage of the Products will be arranged until delivery takes place, and You will be charged for all related costs and expenses (including insurance).
5. No International Delivery
- 5.1. Unfortunately, the Products are not able to be delivered to addresses outside the UK.
- 5.2. You may place an Order for Products from outside the UK, but this Order must be for delivery to an address in the UK.
6. Title and Risk
- 6.1. The title to risk in the Products shall pass to You on completion of delivery.
7. Price and Payment
- 7.1. The price of the Products shall be the price set out in the Contract which will be based on the prices of Products set out on the Website.
- 7.2. We may, by giving notice to You at any time before delivery, increase the price of the Products to reflect any increase in the cost of the Products that is due to:
- 7.2.1 any factor beyond Our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- 7.2.2 any request by You to change the delivery date(s), quantities or types of Products ordered; or
- 7.2.3. any delay caused by any instructions of You or failure of You to give Us adequate or accurate information or instructions.
8. Money Back Guarantee
- 8.1. If the Products are delivered to You and the Products (or any part of the Products) are damaged in transit then You will be offered a refund in respect of those Products (or relevant part of the Products) that are damaged.
- 8.2. In order to claim this refund You should contact Us on email@example.com within 24 hours of the delivery notification email. You must provide Us with all relevant documentation to enable Us to process your refund claim. The relevant information includes a picture of the damaged Products on the delivery van and a signed delivery note from the haulier confirming the damage to the items as well as any other information We may request from You when You notify us of Your claim.
9. Termination and Suspension
- 9.1. If You become subject to any of the events listed in clause 9.2, the Contract may be terminated with immediate effect on written notice to You.
- 9.2. For the purposes of clause 9.1, the relevant events are:
- 9.2.1. You breach the Contract and do not, if such breach is capable of remedy, remedy such breach within 14 days of being notified of this;
- 9.2.2. You suspend, or threaten to suspend, payment of Your debts, or You are unable to pay Your debts as they fall due or You admit inability to pay Your debts, or (if You are a company or limited liability partnership) You are deemed unable to pay Your debts within the meaning of section 123 of the Insolvency Act 1986, or (If You are an individual) You are deemed either unable to pay Your debts or to have no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (if You are a partnership) You have any partner to whom any of the foregoing apply;
- 9.2.3. You commence negotiations with all or any class of Your creditors with a view to rescheduling any of Your debts, or make a proposal for or enter into any compromise or arrangement with Your creditors;
- 9.2.4. (if You a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Your winding up, other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or Your solvent reconstruction;
- 9.2.5. (if You are a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed;
- 9.2.6. (if You are a company) the holder of a qualifying floating charge over Your assets has become entitled to appoint or has appointed an administrative receiver;
- 9.2.7. a person becomes entitled to appoint a receiver over Your assets or a receiver is appointed over Your assets;
- 9.2.8. (being an individual) You are the subject of a bankruptcy petition or order;
- 9.2.9. a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Your assets and such attachment or process is not discharged within 14 days;
- 9.2.10. any event occurs, or proceeding is taken, with respect to You in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.2.1 to clause 9.2.8 (inclusive);
- 9.2.11. You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of Your business;
- 9.2.12. Your financial position deteriorates to such an extent that in Our opinion Your capability to adequately fulfil Your obligations under the Contract has been placed in jeopardy;
- 9.2.13. (if You are an individual) You die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing Your own affairs or become a patient under any mental health legislation; and
- 9.2.14. if You are found to be in breach of any applicable laws, regulations or HMRC guidelines.
10. Limitation of Liability
- 10.1. Except as expressly stated in these Terms, We do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, We will not be responsible for ensuring that the Products are suitable for your purposes.
- 10.2. Nothing in these Terms shall limit or exclude Our liability for:
- 10.2.1. death or personal injury caused by negligence, or the negligence of Our employees, agents or subcontractors (as applicable);
- 10.2.2. fraud or fraudulent misrepresentation;
- 10.2.3. breach of the terms implied by section 12 of the Sale of Products Act 1979;
- 10.2.4. defective products under the Consumer Protection Act 1987; or
- 10.2.5. any other matter in respect of which it would be unlawful to exclude or restrict liability.
- 10.3. Subject to clause 10.1:
- 10.3.1. We shall under no circumstances whatever be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
- 10.3.2. Our total liability to You in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products.
11. Force Majeure
We will not be liable for any failure or delay in performing Our obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond Our reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather, or default of Our Sellers or subcontractors.
- 12.1. Assignment and other dealings.
- 12.1.1. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- 12.1.2. You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without Our prior written consent.
- 12.2.1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email (in Our case to the e-mail address firstname.lastname@example.org.
- 12.2.2. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 12.2.1; 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; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email (to the address specified at clause 11.2.1), one Business Day after transmission.
- 12.2.3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Starstock Ltd - Website Terms and Conditions for Sellers
We are Starstock Ltd, a company registered in England and Wales under company number 8164864 and our registered office being at 20 Buckmaster Road, London SW11 1EN. We are referred to in these Terms as "StarStock" or "We" (and "Us" and "Our" shall be interpreted accordingly).
These Terms apply to the sale of Products You wish to sell through the Website www.starstock.co.uk (the "Website") which We will sell on Your behalf.
You agree that by registering as a Seller on, and selling Products through, the Website you will be bound by these Terms of Sale.
1. Selling on our Website
- 1.1. In order to sell your Products through our Website, you must first register as a seller by clicking on the 'Register Now' link and following the registration process.
- 1.2. You will provide all information requested during the registration process before you will be deemed to be an 'Authorised Seller' and eligible to sell your Products through the Website.
- 1.3. Once you are ready to sell Products (provided you have complied with paragraphs 1.1 and 1.2 above), you will send the following information in respect of those Products to Us:
- 1.3.1. details of the Product:
- (a) name
- (b) size (in gallons or ml,as applicable)
- (c) expiration date(s)
- 1.3.2. the 'Collected Price'. This means the price payable by purchasers of the Products and includes
- 1.3.3. quantity of Product available, pallet sizes and any minimum sales quantity.
- 1.5.1. You are not authorised to sell; or
- 1.5.2. are in breach of any laws.
2. Your responsibilities
- 2.1. You will supply all information about any Products to Starstock as may be required from time to time.
- 2.2. You warrant to Starstock that:
- 2.2.1. all Products meet any Product descriptions and images provided to it by You;
- 2.2.2. all information that You give to Us is accurate, complete and maintained and at all time is up-to-date
- 2.2.3. all Products provided in order to fulfil a contract with a Customer will correspond to the descriptions provided on the Website.
- 2.7.1. act at all times in its relations with Starstock dutifully and in good faith.
- 2.7.2. provided Starstock performs its obligations to You, indemnify Starstock against any liabilities which it may incur as a result of acting with reasonable care and skill within the scope of its authority under these terms as Your agent, including (but not limited to):
- (a) any breach of these Terms;
- (b) any liability incurred by Starstock in respect of damage to property, death or personal injury arising from any fault or defect in the materials or workmanship of the Products and any reasonable costs, claims, demands and expenses arising out of or in connection with that liability;
- (c) any liability incurred by Starstock to a customer in respect of any damage to the Products incurred in transit (where such Products have been delivered by You to the customer);
- (d) any liability incurred by Starstock arising out of any cancellation of a sales contract or non-fulfilment of a customer order due to some fault or failure by You;
- (e) any liability incurred by Starstock arising out of any non-delivery of the Products by You
- (f) any liability incurred by Starstock as a result of a product liability claim (save for in the event that such claim is as a result of any act or omission of Starstock); and/or
- (g) any failure of the Products to comply with the description.
3. Starstock responsibilities
- 3.1. When acting on your behalf as sales agent Starstock agrees to:
- 3.1.1. inform you of the completion of any contract for sale (in accordance with paragraph 4 below);
- 3.1.2. inform You promptly of any complaint or after-sales enquiry concerning the Products it receives where such complaint or enquiry may concern You;
- 3.1.3. sell the Products to the Customers on the Starstock Terms and Conditions for Customers;
- 3.1.4. except as authorised by You, use reasonable endeavours not to act in a way which will incur any liabilities on Your behalf nor to pledge any of Your credit.
4. Fulfilling Customer Orders
- 4.1. Once a contract for sale is made with a customer, you will receive an e-mail notification of that sale.
- 4.2. We will arrange for collection of the Products via our third party courier and will let you know when the Products will be collected from you for delivery to the customer.
- 4.3. If a customer's order is notified to you before 4pm then you must ensure that Products are available for collection on the next business day. If a customer's order is notified to you after 4pm then you must ensure that Product are available for collection on the second business day following such notification.
- 4.4. You will be responsible for ensuring that the Products are ready and available for collection on the date required (as detailed above). We will be entitled to deduct from any monies payable to you, any additional fees incurred as a result of You not making the Products available for collection on the date notified to You.
- 4.5. You will be responsible for the loading of the Products onto the transport provided by our third party courier.
- 4.6. For payment to our third party courier, We will either:
- 4.6.1. invoice you separately for this charge;
- 4.6.2. deduct the costs of this courier from any payment from the customer that we are due to pass on to you for the Products; or
- 4.6.3. add a delivery charge onto the Collected Price of the Products which We will then retain.
5. Commission Payment
- 5.1. You shall (subject to Starstock performing its obligations under these terms) pay to StarStock a commission equal to 2% of the Collected Price of all Products for which StarStock concludes a sale contract on Your behalf (the "Fee").
- 5.2. StarStock shall invoice You in respect of the Fee for the relevant Products at the point you are notified of a customer's order for those Products.
- 5.3. Upon receiving payment for Products from a customer, ShieldPay Ltd will hold such payment on your behalf and following delivery of those Products to that customer, ShieldPay will release such monies to You, deducting the amount of the Fee payable to StarStock Ltd (and any other expenses that may have been incurred to us in accordance with paragraph 2.4).
- 5.4. If at any time Products are not delivered to a customer due to some fault by You, StarStock 's right to the Fee shall continue to apply in relation to the sale of those Products as if they had been duly delivered and paid for. In these circumstances we shall be entitled to invoice You, and You shall be liable to pay within fourteen (14) days of receipt of such invoice, the relevant Fee for those Products and an additional administration fee of £84 plus VAT for our reasonable time incurred in facilitating a refund to that customer.
- 6.1. Without prejudice to clause 2.7.2, nothing in this agreement shall limit or exclude the liability of either party for:
- 6.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- 6.1.2. fraud or fraudulent misrepresentation; or
- 6.1.3. any matter in respect of which it would be unlawful to exclude or restrict liability.
7. Suspension of termination of your account
- 7.1. StarStock may choose to suspend or terminate your account:
- 7.1.1. if You breach these terms or cause StarStock to breach any terms in a sales contract with a customer and such breach is irremediable or is not remedied within 14 days of any notification of such breach;
- 7.1.2. if You suffer an insolvency event or otherwise suspend or cease or threaten to suspend or cease any part of Your business;
- 7.1.3. at any time (acting reasonably) on notice to You.
8. Product Recall
- 8.1. StarStock shall, at Your cost, give You such assistance as may be reasonably required for the purpose of recalling as a matter of urgency any quantities of the Products or any of them from the retail or wholesale market
- 9.1. This Terms constitute the entire agreement between the StarStock and You and supersede and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
- 9.2. A waiver of any right or remedy under these Terms is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
- 9.2.1. Waive that or any other right or remedy.
- 9.2.2. Prevent or restrict the further exercise of that or any other right or remedy.