Terms & Conditions
Effective Date: 02/26/2020
These Terms and Conditions (“Terms”) govern your use of the websites operated by Primrose, which is the trading name of Meika Ltd. (“Primrose,” “we,” “us” or “our”) where these Terms are posted (collectively, the “Sites”). These Terms represent a binding contract between Primrose and you. By accessing the Sites, you expressly represent that you are legally competent to enter into this agreement and agree to be bound by these Terms. If you do not agree to be bound by the Terms, you may not use the Sites. The following form part of our Terms:
Certain areas, features, or functionality of the Sites may be subject to different or additional terms, rules, guidelines or policies (“Additional Rules”), and we may provide such Additional Rules to you via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time, such Additional Rules may conflict with these Terms. In the event of such a conflict, the Additional Rules will control.
IMPORTANT NOTICE: PLEASE NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH BELOW, WHICH REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.
ACCOUNT CREATION AND PASSWORDS
To access certain portions of the Sites, you must create an account. You agree to provide truthful and accurate information during the account creation process. You also agree to maintain the accuracy of any submitted data. If you provide any information that is untrue, inaccurate, or incomplete, we reserve the right to terminate your account and suspend your use of any and all of the Sites.
You are responsible for preserving the confidentiality of your account password and will notify us of any known or suspected unauthorized use of your account. You agree that you are responsible for all acts or omissions that occur on your account while your password is being used.
Product Description, Product Availability and Pricing Information
All sizes and measurements are approximate although we do try to ensure they are as accurate as possible. Some of the products we sell such as fencing and screening are natural products made using traditional techniques. Please do not assume that they will have the precision or consistency of machine-made products. We have made every effort to display the colors of our products that appear on the Site as accurately as possible; however, we cannot guarantee that your computer monitor’s display of any of these colors will be accurate. Certain products displayed on the Site may have limited quantities and may not always be available. The prices displayed on the Site are quoted in U.S. Dollars, and are subject to change without notice.
Errors, Inaccuracies, and Omissions
Primrose attempts to be as accurate as possible and eliminate errors on the Site. However, there may be information on the Site that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers and availability. If a product offered on the Site is not as described or pictured, your sole remedy is to return it in an unused condition for a refund, in accordance with our Delivery and Returns policy. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information on the Site is inaccurate at any time without prior notice (including after you have submitted your order), and your sole remedy in the event of such error is to cancel your order.
We want you to be delighted with the products you buy from us. We fully comply with your rights to return items under the Distance Selling Regulations. Please read our Delivery and Returns for full information.
Risk of loss and damage to products passes to the purchaser on the date when the products are delivered. Title passes to the purchaser at the point of delivery provided that we have processed and received payment in full. Cards will be charged at the point of ordering. Refunds will normally be processed immediately, although it may take a few days for the banks to refund your card. Items made to order cannot be cancelled or refunded.
We're here to help, and we're always happy to do our best to give advice over the phone. However, if the information you require is critical to your decision as to whether to buy or not, you must get it in writing if you might need to rely on it to resolve any potential misunderstandings.
Who We Sell To
Primrose only sells products to adults. If you are under 18, you may use the Site only with the involvement of a parent or guardian. Primrose reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
Primrose reserves the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer, the same credit card, and/or orders that use the same billing and/or shipping address. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the email and/or billing phone number provided at the time the order was made. We do not authorize the purchase of our merchandise for resale purposes. To enforce this policy, we reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. We reserve the right to cease doing business with those customers violating this policy. We may modify this policy at any time without prior notice.
COPYRIGHT AND TRADEMARK OWNERSHIP
The Sites and their content, features and functionality, including, without limitation, information, text, graphics, photos, logos, button icons, images, audio clips, video clips, data compilations and the design, selection and arrangement thereof (collectively, the “Primrose Content”), are the exclusive property of Primrose, our licensors, or other content suppliers, and are protected by United States and international copyright, trademark, patent and other intellectual property or proprietary rights laws, and may not be used or exploited in any way without our prior written consent.
Please contact us if you wish to use one of our images or videos. Use of our images or videos without our permission is theft. Images and videos owned by Primrose and Meika Ltd. may be hired for an initial fee of $1000 USD per image or video plus $100 USD per week per image or video. Your use of one of our images or videos on your website signifies your agreement to these Terms. They constitute a contract between you and us governing your use of these images or videos.
We are providing you with access to the Sites pursuant to a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license. You can use the Sites for personal, non-commercial use, and subject to these Terms. This license is available to you as long as you are not barred from the Sites by applicable law and your access is not terminated by us. If these Terms are not enforceable where you are located, you may not use the Sites. Primrose reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.
Under this license, you may download information from the Sites and print out a hard copy for your personal, non-commercial use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained thereon. Except as otherwise expressly stated herein, you may not modify, copy, distribute, display, reproduce, sell, license, or create derivative works from any Primrose Content, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Primrose or any applicable third party suppliers. Any unauthorized use of the Primrose Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.
YOUR INTELLECTUAL PROPERTY RIGHTS AND LICENSE GRANT
Some features on our Sites, either now or in the future, may allow you to post or submit communications and content on or through the Sites (“Your Content”). You own any intellectual property rights to Your Content, but you automatically grant, or warrant that you and/or the owner of such content has expressly granted Primrose a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display Your Content in any media or medium, or any form, format, or forum now known or hereafter developed. We may sublicense these rights through multiple tiers of sublicenses. You are responsible for Your Content, and acknowledge that once published, we cannot always remove it.
- Communications and content submitted on or through the Sites shall not be deemed confidential and Primrose shall not have any obligation to keep any such material confidential. Primrose shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products incorporating such information.
By using the Sites, you agree to not use the Sites in any manner that:
- Is designed to interrupt, destroy or limit the functionality of, any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files or programs);
- Interferes with or disrupts the Sites, services connected to the Sites, or otherwise interferes with operations or services of the Sites in any way;
- Infringes any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
- Consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- Causes Primrose to lose (in whole or in part) the services of our Internet service providers or other suppliers;
- Links to materials or other content, directly or indirectly, to which you do not have a right to link;
- Is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by Primrose in our sole discretion;
- Copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Sites or any portion thereof;
- Violates, or encourages to violate, any applicable local, state, national, or international law, regulation, or order.
LINKS TO EXTERNAL SITES
The Sites may contain links to other websites. We are not responsible for the availability of these external websites nor do we necessarily endorse the activities or services provided by these websites. Under no circumstances shall we be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to a user in connection with the use of or reliance on any content, goods or services available on such external websites.
Without the prior written permission of Primrose, you may not frame, or make it appear that a third-party site is presenting or endorsing, any of the content of the Sites, or incorporate any intellectual property of the Sites, Primrose or any of its licensors into another website or other service.
DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED UNDER LAW AND SAVE FOR THE RIGHTS GRANTED TO CONSUMERS UNDER APPLICABLE LAWS, THE SITES AND THE CONTENT ON THE SITES ARE PROVIDED "AS IS." PRIMROSE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SITES OR THE CONTENT OR COMMUNICATIONS ON THE SITES, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SITES, TO THE EXTENT PERMITTED BY LAW. PRIMROSE DISCLAIMS IMPLIED WARRANTIES THAT THE SITES AND ALL SOFTWARE, CONTENT AND SERVICES, INFORMATION DISTRIBUTED THROUGH THE SITES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PRIMROSE OR A REPRESENTATIVE SHALL CREATE A WARRANTY.
WE DO NOT GUARANTEE THAT THE SITES WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE SITES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.
FURTHER, PRIMROSE DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SITES. UNDER NO CIRCUMSTANCES WILL PRIMROSE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE SITES.
SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER LAW, PRIMROSE WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY DAMAGES OR LIABILITIES, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING ANY LOSS OF DATA, REVENUE OR PROFIT OR DAMAGES ARISING FROM PERSONAL INJURY/WRONGFUL DEATH) ARISING WITH RESPECT TO YOUR USE OF THE SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM (i) USE OF OR INABILITY TO USE THE SITES, (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS BY THIRD PARTIES, (iv) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SITES, OR (v) ANY OTHER MATTER RELATING TO THE SITES.
In addition, when using the Sites, information will be transmitted over a medium which is beyond the control and jurisdiction of Primrose, its partners, advertisers, and sponsors or any other third party mentioned on the Sites. Accordingly, Primrose assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Sites.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
You agree to defend (at Primrose’s option), indemnify, and hold Primrose harmless from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to your misuse of the Sites or any breach by you of these Terms. We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.
DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE
By using the Sites, you and Primrose agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Sites or the breach, enforcement, interpretation, or validity of these Terms or any part of them, except for disputes that qualify for small claims court or those related to Primrose’s intellectual property (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent to:
- Us, at 1861 Charter Lane, Lancaster, PA 17601 or
- You, at the address we have on file for you.
Both you and Primrose agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party. IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules then in effect, before one arbitrator to be mutually agreed upon by both parties, in Iowa.
The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable.
CHOICE OF LAW AND CHOICE OF FORUM
These Terms have been made in and shall be construed in accordance with the laws of Iowa, without giving effect to any conflict of law principles. Any disputes or claims not subject to the arbitration provision discussed above shall be resolved by a court located in New York and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
MODIFICATION AND TERMINATION
We reserve the right to modify these Terms at any time. When we do so, we will update the “Effective Date” above. By continuing to use the Sites, or any portion thereof, after we post any such changes, you accept these Terms, as modified.
We shall have the right to immediately terminate these Terms with respect to any user which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. More generally, we may change, restrict access to, suspend or discontinue the Sites, or any portion of the Suites, at any time and at our sole discretion.
- No waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If Primrose does not exercise or enforce any legal right or remedy which is contained in these Terms (or which Primrose has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of Primrose’s rights, and all such rights or remedies shall still be available to Primrose.
- Severability. If any provision of these Terms is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
- Entire Agreement. These Terms and any Additional Rules set forth the entire understanding and agreement between us with respect to your use of the Sites.
- Assignment. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.
- No Relationship. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and Primrose.
If you have any questions, comments or concerns about these Terms, please contact us at:
- Postal Address - 1861 Charter Lane, Lancaster, PA 17601
- Email – firstname.lastname@example.org
- Telephone - 1-646-918-8055
California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.