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Terms

and Conditions

Terms & conditions

*COVID-19 Update. Due to the ongoing pandemic, we understand the difficulties regarding returning items, so we are extending our returns policy by 28 days in view of government lockdowns. 

SAMPLE SALE RETURNS Please note all sample sale sales are final and we will not accept the return or exchange of pairs purchased during the online sample sale. 

NON-SALE ITEM RETURNS We would like communication of notice within 14 days of receipt of goods regarding the return so we can prepare for it, but we want you to feel comfortable buying from us and we are more than happy to be flexible receiving returns during this trying time. We will of course refund as soon as we receive the returned items.

Miista will do it’s best to keep the website as up to date as possible. However we cannot guarantee that items shown will still be available. Once Miista has received your order request it will be processed within 2-3 working days, subject to availability.

We do not dispatch orders over the weekend. Any order placed after 4pm on Friday will be dispatched the following Monday.

Occasionally orders will arrive in separate packages. This will be of no extra expense to the customer.

If items you have ordered are out of stock, we will endeavour to contact you through the email you provided when placing the order. If we cannot contact you, or receive no response to our email, we will continue to process the remaining items on your order.

We will not supply a substitute product without your express authority.

Your Miista's have been carefully made by hand in Spain and inspected before shipped. Due to the hand craftsmanship and our unique material choices, slight irregularities may be noticeable. We do not consider fabric nubs, minor markings or inconsistency in colour as constituting a flaw.

Payment

Payments can be made securely online using Visa, MasterCard, American Express, Diners or Maestro Cards.

Please note that we do not store customer’s credit card details within our website database.

In order to take your payment we can transfer you to our Credit Card processing service provided by PayPal or Amazon Pay.

Delivery Costs

Shopping in GBP

UK Orders over £100.00 // Free Shipping

UK up to £100.00 // £8.00

Within the EU // £10.00

International // £20.00

Shopping in USD

US Orders over $150.00 // Free Shipping

US Orders up to $150.00 // $15.00

International Orders over $150.00 // $15.00

International Orders up to $150.00 // $25.00

Shopping in EUR

EU Orders over €120.00 // Free Shipping

US Orders up to €120.00 // €12.00

International Orders // €25.00

Any taxes or duty fees incurred by shipping to overseas addresses are the responsibility of the customer and these costs cannot be reclaimed from Miista.

Online Returns Policy

*COVID-19 Update. Due to the ongoing pandemic, we understand the difficulties regarding returning items, so we are extending our returns policy by 28 days in view of government lockdowns. 

We would like communication of notice within 14 days of receipt of goods regarding the return so we can prepare for it, but we want you to feel comfortable buying from us and we are more than happy to be flexible receiving returns during this trying time. We will of course refund as soon as we receive the returned items.

We always hope you to love the shoes you bought from us. If you are unsure about the sizing before buying, email us at customerservice@miista.com. If however, you wish to return or exchange your purchase from miista.com please note the following: Miista allows the return of full priced goods within 14 days from the day you bought it on miista.com. The cost of returning the item to us is your responsibility unless the item is faulty. The same returns policy applies to items purchased with a personalized discount code; not in conjunction with Miista Sales, Outlet or Seasonal Promotions.

Exchanges or credit for full priced goods can be made within 28 days of the day it was bought from miista.com. Ensure that the item being returned is in an unworn condition with all tags and labels attached (Specifically there must be no marks on the soles or upper materials). Returns and exchanges must include the original shoe box in a reasonable condition and without postal labels. Damages to the box or omission of the box from your return/exchange will result in a £5 charge. All items bought in Miista Promotions, Miista Sales or Outlet can be exchanged for another item or online credit within 28 days but not refunded. Online credit cannot be exchanged for cash refund at any point. Online credit cannot be exchanged at Sample Sales. During Miista Sample Sales, all sales are final and we accept no returns. Please ensure that you have a proof of purchase. Obtain a Return Authorisation Code by contacting customerservice@miista.com and return to us within 14 days from receipt of your order.

If you have ordered in GBP - Post the item you wish to return together will the completed Return Authorisation Code form to: MIISTA WEB RETURNS 33 Wadeson St London, E2 9DR

If you have ordered in USD - Post the item you wish to return together will the completed Return Authorisation Code form to: MIISTA WEB RETURNS Seville CFS C/O Miista Euro cargo 230-79 International Airport Centre Blvd Jamaica, New York, USA, 11413

If you have ordered in EUR - Post the item you wish to return together will the completed Return Authorisation Code form to: MIISTA WEB RETURNS Rua De Pedra Verde 144D Maciera De Sarnes Portugal, 3700-715 

The item is your responsibility until it reaches us, so we would advise you to send it by registered mail or any postage that requires signing upon delivery.

We do not typically accept online returns in Miista stores; please contact customerservice@miista.com for authorization before going ahead with any online exchange or return for credit. 

In Store Returns Policy

Shoes bought in store in an unused condition can be exchanged for replacement or store credit within 14 days with proof of purchase at the original store of purchase. If you'd like to exchange an item for a different size, please advise us of the replacement size required.

Please note that exchanges are based on stock availability and may not always be available.  Please note that we are only able to offer exchanges or store credit. If you wish to exchange your item for an alternative style, we suggest that you return it for a store credit and purchase the new item separately.  

If you are visiting us from abroad and have taken your goods back to your home country and want to exchange, the cost of shipping back to us is your responsibility; however, delivery is free on all replacement items, but if you are based outside the EU you will need to pay taxes and duties on any replacement items.  

Returns that are damaged or soiled may not be accepted and may be sent back to the customer. Where provided, any packaging such as Miista dust bags should be included with your return. Unidentified returns may be returned to the customer. All shoes must be tried on a carpeted surface until you are certain you are keeping them. 

International Shipping

Items in your order that are designated for shipment to countries outside of the UK may be subject to taxes, customs duties and fees levied by the destination country (“Import Fees”). The recipient of the shipment is the importer of record in the destination country and is responsible for all Import Fees. If you refuse a shipment from Miista, you are responsible for the original shipping charges, any Import Fees that are incurred on the package, and the cost of returning the package to Miista. This amount will be deducted from your refund. Please email your shipping and handling questions or comments to customerservice@miista.com.

Privacy Policy

All of the information that you provide to Miista is strictly private and confidential.

In assessing your request for goods or services, we may use your information for the purposes of the prevention and detection of fraud. All payment card holders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to authorise payment to us, we will not be liable for any delay or non-delivery.

Miista comply with the standards, procedures and requirements laid down in the Data Protection Act 1998 to ensure that the personal information you give us is kept secure and processed fairly and lawfully. These measures are taken as extra protection for you, to ensure your online shopping experience with us is as safe and secure as possible.

Cookies and Data

Miista applies European standards when it comes to data (the GDPR regulations).

And we apply this to all our customers, regardless of where you live. (In terms of EU jargon, we treat all of you as data subjects.)

Knowledge is power: This privacy policy is written in such a way for to understand not only what we do, but why we do it. In fact it's important in this day an age to understand privacy, period. 

Personal data

First, it's important for you to understand what personal data is in terms of European regulations (GDPR). It is any data from which a person can be identified, including your email address, a cookie (read more about them below), your location data, or anything associated with you, for example, anything you looked at online, or anything you bought. 

This is a much wider definition of personal data than in US law which is limited to your name, age and financial information.

Sensitive personal data

In terms of European regulations, there’s a special class of personal data, referred to as sensitive personal data. That’s data concerning someone’s race, ethnic origin, political views, religious or philosophical believes; trade-union membership, health, or sex life.

Miista does not collect or hold or - importantly - try and infer any such data. It also does not work with data processors (see below) who do. 

Miista the data collector

In terms of GDPR Miista - in most cases - act as what is called a data collector. A data collector is an entity which the data subject (you) is transacting with and therefore trusting their personal data to. As a merchant, Miista is considered a data collector.

Data processors

You also need to know what a data processor is. It is any company that is storing and/or processing the data on behalf of a data collector. Our eCommerce platform, Shopify, is a data processor.

It is our responsibility as a data collector to ensure that any company that is processing the data of our EU customers (and in our case everybody) is compliant with GDPR.

There are many things that a data processor needs to comply with, like only processing data to the extent entrusted to them by Miista.

In other words, a data processor can’t take the data Miista is sharing and opportunistically do something with it. If we share cookie data (see below) with Facebook to show you a pair of shoes, they can not use it for another purpose.

They must erase or return data back to us on request at the end of a service contract. And any processor is responsible for ensuring that they are employing “appropriate technical and organisational measures” to secure personal information in their possession.

Here is a list of the data processors we use:

  • Shopify (the cloud-based software that powers our online shops);

  • Klaviyo and Mailchimp (for our email lists);

  • Facebook and Instagram (for advertising);

  • Google Analytics for (for analytics);

We checked. All of these claim to be GDPR complaint. All of these may take data outside of the European Economic Area for processing. To be able to do this they need to have Privacy Shield Verification. Again we checked. All of them have it. 

How we collect data

  • We collect data to be able to complete a transaction and keep you informed about a purchase. (When your shoes ship for example). This is not the same as a marketing email. 

  • We do not assume a transaction with our business implies consent. 

  • We require opt-in (and not opt out) for permission to send you emails about new products, sample sales or news.

  • We also require your express permission to use cookies to track your use of our site (see below). 

Cookies (See our policy of the use of personal data further down this page)

Almost all modern websites use cookies. They have many uses, such as: tracking users as they navigate around a website; remembering user preferences and shopping cart contents; auto-logins for visitors coming back to a site; and website security.

About Miista’s cookies

This website uses cookies. 

Cookies are files sent by web servers to web browsers, and stored by the web browsers.

The information is then sent back to the server each time the browser requests a page from the server.  This enables a web server to identify and track web browsers.

There are two main kinds of cookies: session cookies and persistent cookies.  Session cookies are deleted from your computer when you close your browser, whereas persistent cookies remain stored on your computer until deleted, or until they reach their expiry date.

How we get permission:

You give us permission to use cookies when you visit our site for the first time we warn you of this fact, via a pop up at the top of the page. 

Cookies on our website

Miista uses the following cookies on this website, for the following purposes:

Shopping cart cookie – so we can add stuff to your cart. Read more here.

[Other] third-party cookies

When you use this website, you may also be sent the following third party cookies, which may be used for the following purposes:

Google cookies

Miista uses Google Analytics to analyse the use of this website.  Google Analytics generates statistical and other information about website use by means of cookies, which are stored on users’ computers.  The information generated relating to our website is used to create reports about the use of the website. Google will store and use this information.  Google’s privacy policy is available at: http://www.google.com/privacypolicy.html.]

Facebook Pixel

To be able to serve Facebook and Instagram ads, including so-called remarketing ads of products you looked at but did not buy. 

You can control how Facebook uses this data by following this link.

Read more about Facebook and cookies here.

Refusing cookies

Most browsers allow you to refuse to accept cookies.

In Internet Explorer, you can refuse all cookies by clicking “Tools”, “Internet Options”, “Privacy”, and selecting “Block all cookies” using the sliding selector.

In Firefox, you can adjust your cookies settings by clicking “Tools”, “Options” and “Privacy”.

Blocking cookies will have a negative impact upon the usability of some websites including this one. If you struggle buying from our site because of disabled cookies, contact us.

Personal information collection

Miista collects and uses the following kinds of personal information:

  • information about your use of this website;

  • information that you provide for the purpose of registering or buying with the website;

  • information about transactions carried out over this website;

  • information that you provide for the purpose of subscribing to the website services including our emails;

  • when you make a comment or leave a product review, or send a picture for publishing in the Miistas section;

  • Information that is publicly available, we may for example embed YouTube Videos or Instagram pictures.

Using personal information

Miista may use your personal information to:

  • send to you products that you purchase;

  • personalise the website for you;

  • enable your access to and use of the website services;

  • publish information about you on the website;

  • supply to you services that you purchase – like shopping vouchers;

  • send to you statements and invoices;

  • collect payments from you (although we don’t actually ask for Payment information – PayPal deals with that for us); and

  • send you marketing communications (to try and sell you more shoes!)

In addition to the disclosures reasonably necessary for the purposes identified elsewhere above, Miista may disclose your personal information to the extent (and only to that extent) that it is required to do so by law, in connection with any legal proceedings or prospective legal proceedings, and in order to establish, exercise or defend Miista’s legal rights.

Securing your data

Miista will take reasonable technical and organisational precautions to prevent the loss, misuse or alteration of your personal information.

Miista will store all the personal information you provide securely.

We do not collect or store Payment Details at all. 

Updating this statement

Miista may update this privacy policy by posting a new version on this website. It’s a total drag but you should check this page occasionally to ensure you are familiar with any changes.  Or contact us and ask.

Other websites

This website contains links to other websites. Miista is not responsible for the privacy policies or practices of any third party you visit from a link found on Miista.

Questions, requests, deletions or feedback

If you have any questions about this privacy policy or Miista’s treatment of your personal information, or if you want us to send you the data we hold on you, please use our contact page. 

You can also at any time request us to delete your data using the same form. 

WHOLESALE TERMS AND CONDITIONS

Miista LTD and E8 Fashion Limited Wholesale terms and conditions

The customer's attention is drawn in particular to the provisions of clause 9.

  1. Interpretation

    1. Definitions. In these Conditions, the following definitions apply:

      1. "Business Day" a day (other than a Saturday, Sunday or public holiday) when banks in England and the territory of the Customer are open for business.

      2. "Conditions" the terms and conditions set out in this document as amended from time to time in accordance with clause 12.5.

      3. "Contract" the contract between Miista and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

      4. "Customer" the person or firm who purchases the Goods from Miista.

      5. "Force Majeure Event" has the meaning given in clause 11.

      6. "Goods" the goods (or any part of them) set out in the Order.

      7. "Group" means in relation to a company, that company, its subsidiaries, its holding companies and their subsidiaries (in each case as defined in Section 1159 Companies Act 2006);

      8. "Miista" Miista Limited, a company registered in England and Wales with company number 07261088 and having its registered office at 24 Shacklewell Lane, E8 2EZ or EEight (Fashion) Ltd, a company registered in England and Wales with company number 09346375 and having its registered office at 24 Shacklewell Lane, London, E8 2EZ.

      9. "Order" the Customer's order for the Goods, as set out in the Customer's purchase order form.

      10. "Specification" any specification for the Goods, including any related drawings and samples, that is agreed in writing by the Customer and Miista.

    2. Construction. In these Conditions, the following rules apply:

      1. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

      2. A reference to a party includes its personal representatives, successors or permitted assigns.

      3. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

      4. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

      5. A reference to writing or written includes faxes and emails.

  2. Basis of contract

    1. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

    2. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

    3. The Order shall only be deemed to be accepted when Miista issues a written acceptance of the Order, at which point the Contract shall come into existence.

    4. The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Miista which is not set out in the Contract.

    5. Any samples, drawings, descriptive matter, or advertising produced by Miista and any descriptions or illustrations contained in Miista’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.

  3. Goods

    1. The Goods are described in the Specification.

    2. The Customer hereby authorises Miista to use any intellectual property rights of the Customer or its licensors in the Specification or otherwise to be incorporated into the Goods to the extent required for the purposes of, and as set out in, this Agreement.

    3. To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Customer, or incorporating intellectual property rights belonging to the Customer or its licensors, the Customer shall indemnify Miista against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Miista in connection with any claim made against Miista for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with Miista's use of the Specification. This clause 3.3 shall survive termination of the Contract.

    4. Miista reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

  4. Delivery

    1. Miista shall ensure that: 

      1. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Miista reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

      2. if Miista requires the Customer to return any packaging materials to Miista, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as Miista shall reasonably request. Returns of packaging materials shall be at Miista’s expense.

    2. Miista shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Miista notifies the Customer that the Goods are ready.

    3. Unless otherwise agreed, the Delivery Location shall be Ex Works at Miista's premises.

    4. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

    5. Any dates quoted for delivery are approximate only, and the time of delivery is not “of the essence”. Miista shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Miista with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

    6. If 60 Business Days after the day on which Miista notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, Miista may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

    7. Miista may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

  5. Quality

    1. Miista warrants that on delivery, and for a period of six months from the date of delivery (warranty period), the Goods shall:

      1. conform in all material respects with the Specification; and

      2. be free from material defects in material and workmanship.

    2. Subject to clause 5.3, if:

      1. the Customer gives notice in writing to Miista 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 5.1;

      2. Miista is given a reasonable opportunity of examining such Goods; and

      3. the Customer (if asked to do so by Miista) returns such Goods to Miista's place of business at the Customer’s cost,

Miista shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.  Miista will use its own quality control records to assess the validity of claims that the warranty in clause 5.1 has been breached and reserves the right to reject claims where its quality control records show no defect in the Goods in question.  The Customer shall bear the costs of returns of Goods, which Miista shall reimburse only if it accepts that the returned Goods did not comply with clause 5.1.

    1. Miista shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:

      1. the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

      2. the defect arises because the Customer failed to follow Miista's oral or written instructions, or good practice as to the storage or use, of the Goods;

      3. the defect arises as a result of Miista following any drawing, design or Specification supplied by the Customer;

      4. the defect arises as a result of the use of material which the Customer has chosen and directed Miista to purchase for use in the Goods;

      5. the Customer alters or repairs such Goods without the written consent of Miista;

      6. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

      7. the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

    2. Except as provided in this clause 5, Miista shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

    3. 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 the Contract.

    4. These Conditions shall apply to any repaired or replacement Goods supplied by Miista.

  1. Title and risk

    1. The risk in the Goods shall pass to the Customer on completion of delivery.

    2. Title to the Goods shall not pass to the Customer until the earlier of:

      1. Miista receiving payment in full (in cash or cleared funds) for the Goods and any other goods that Miista has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and

      2. the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

    3. Until title to the Goods has passed to the Customer, the Customer shall:

      1. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as Miista's property;

      2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

      3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

      4. notify Miista immediately if it becomes subject to any of the events listed in clause 8.2; and

      5. give Miista such information relating to the Goods as Miista may require from time to time.

    4. Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before Miista receives payment for the Goods. However, if the Customer resells the Goods before that time:

      1. it does so as principal and not as Miista’s agent; and

      2. title to the Goods shall pass from Miista to the Customer immediately before the time at which resale by the Customer occurs.

    5. If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy Miista may have:

      1. the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

      2. Miista may at any time:

        1. cancel or suspend orders for un-delivered Goods;

        2. retain shipping documents for any Goods in transit, and recover such Goods upon their arrival at their destination port;

        3. require the Customer and any member of the Customer's Group to deliver up all Goods in its possession (whether at warehouses or retail outlets) which have not been resold, or irrevocably incorporated into another product;

        4. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party (including members of the Customer's Group) where the Goods are stored in order to recover them; and

        5. resell any such un-delivered or recovered Goods to a third party. 

  2. Price and payment

    1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in Miista’s published price list in force as at the date of delivery.

    2. If:

      1. any factor beyond Miista’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

      2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

      3. any delay caused by any instructions of the Customer or failure of the Customer to give Miista adequate or accurate information or instructions

results in an increase in the cost of manufacturing the Goods, Miista may notify the Customer and the parties shall negotiate in good faith to discuss the effect on the Price.

    1. The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer.

    2. The price of the Goods is exclusive of amounts in respect of value added tax, sales tax or duties (Tax).  If applicable, the Customer shall, on receipt of a valid invoice from Miista, pay to Miista such additional amounts in respect of Tax as are chargeable on the supply of the Goods.

    3. Unless otherwise agreed in an order, Miista may invoice the Customer for the Goods as follows:

      1. a deposit of 30% of the price of the Goods shall become payable upon acceptance of the Order by Miista; and

      2. the balance of 70% of the price, and any additional cost of packaging, insurance and freight, shall become payable immediately prior to delivery.

    4. The Customer shall pay invoices issued in accordance with clause 7.5.1 within 30 days of issue (or prior to delivery, if sooner), and shall pay invoices issued in accordance with clause 7.5.2 prior to shipment, and no later than one week after the date of the invoice in full and in cleared funds.  Unless otherwise agreed, the Customer shall pay all other invoices in cleared funds within 30 days of the date of issue. Payment shall be made to the bank account nominated in writing by Miista. Time of payment is of the essence.

    5. If the Customer fails to make any payment due to Miista under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8.0% per annum above HSBC Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

    6. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). Miista may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by Miista to the Customer.

  1. Termination and suspension

    1. If the Customer becomes subject to any of the events listed in clause 8.2, Miista may terminate the Contract with immediate effect by giving written notice to the Customer.

    2. For the purposes of clause 8.1, the relevant events are:

      1. the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

      2. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

      3. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

      4. (being 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 over the Customer;

      5. (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;

      6. a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;

      7. (being an individual) the Customer is the subject of a bankruptcy petition or order;

      8. a creditor or encumbrancer of the Customer 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 its assets and such attachment or process is not discharged within 14 days;

      9. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.2.1 to clause 8.2.6 (inclusive);

      10. the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;

      11. the Customer's financial position deteriorates to such an extent that in Miista's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

      12. (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

      13. The Customer (i) fails to pay for the Goods when due, or (ii) commits a material breach of a Condition, in each case either under the Contract or any other contract it has with Miista for the supply of Goods or goods similar to the Goods.

    3. Without limiting its other rights or remedies, Miista may suspend provision of the Goods under the Contract or any other contract between the Customer and Miista if the Customer becomes subject to any of the events listed in clause 8.2.1 to clause 8.2.12, or Miista reasonably believes that the Customer is about to become subject to any of them, or if clause 8.2.13 applies.

    4. On termination of the Contract for any reason the Customer shall immediately pay to Miista all of Miista’s outstanding unpaid invoices and interest.

    5. Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

    6. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

  2. CANCELLATION BY THE cUSTOMER

    1. The Customer has no automatic right to cancel an Order for Goods which is the subject of a Contract.  If the Customer wishes to cancel the Contract, in whole or in part, Miista may accept such cancellation at its discretion.

    2. Unless otherwise agreed, the Customer shall be required to pay the following amounts if it cancels an Order for Goods (in whole or in part) which are the subject of a Contract:

      1. if written notice of the cancellation is received by Miista 4 weeks or more prior to the intended delivery date specified on the Order, an amount equal to 20% of the price payable in respect of the cancelled Goods;

      2. if written notice of the cancellation is received by Miista more than 2 weeks but less than 4 weeks prior to the intended delivery date specified on the Order, an amount equal to 50% of the price payable in respect of the cancelled Goods;

      3. if written notice of the cancellation is received by Miista more than 1 week but less than 2 weeks prior to the intended delivery date specified on the Order, an amount equal to 75% of the price payable in respect of the cancelled Goods; and

      4. if written notice of the cancellation is received by Miista less than 1 week prior to the intended delivery date specified on the Order or if Miista does not accept the cancellation, an amount equal to the full price payable in respect of the cancelled Goods.

  3. Limitation of liability

    1. Nothing in these Conditions shall limit or exclude Miista's liability for:

      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

      2. fraud or fraudulent misrepresentation;

      3. breach of the terms implied by section 12 of the Sale of Goods Act 1979;

      4. defective products under the Consumer Protection Act 1987; or

      5. any matter in respect of which it would be unlawful for Miista to exclude or restrict liability.

    2. Subject to clause 10.1:

      1. Miista shall under no circumstances whatever be liable to the Customer, 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

      2. Miista's total liability to the Customer 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 100.0% of the price paid by the Customer for the Goods.

  4. Force majeure

Neither party shall be liable for any failure or delay in performing its 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 a party's 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 conditions, or default of suppliers or subcontractors.

  1. General

    1. Assignment and other dealings.

      1. Miista 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.

      2. The Customer 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 the prior written consent of Miista.

    2. Notices.

      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, fax or email.

      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 air mail at 9:00 am on the fifth 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 fax or email, one Business Day after transmission.

      3. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

    3. Waiver. A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract 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.

    4. Third party rights. A person who is not a party to the Contract shall not have any rights to enforce its terms.

    5. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Miista.

    6. Governing law. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

    7. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

AnyQuestions?