These are the terms and conditions on which we supply goods and services. We only supply to business customers.
Your attention is particularly drawn to the provisions of clause 11.
1.1 Definitions. In these Conditions, the following definitions apply:
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory 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;
1.2.4 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; and
1.2.5 a reference to writing or written includes faxes and e-mails.
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order via email (Order Acceptance) at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 If the Supplier is unable to accept an Order, it will notify the Customer via email. The Supplier may reject an Order for any reason including if Goods are out of stock or because it identifies an error in the price or description of Goods or Services.
2.4 The Supplier will not accept any Orders from outside mainland UK.
2.5 The Customer is responsible for ensuring that the terms of the Order are complete and accurate.
2.6 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 the Supplier which is not set out in the Contract.
2.7 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.
2.8 All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.
2.9 Any descriptions of the Goods or the Services on the Website are published for the sole purpose of giving an approximate idea of the Services and/or Goods described. They shall not form part of the Contract or have any contractual force.
3.1 The Goods are as described in the Order.
3.2 The Supplier reserves the right to amend the specification of the Goods at any time if required by any applicable statutory or regulatory requirements.
3.3 The Supplier shall not be liable to the Customer if Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
3.4 Any images of Goods on the Website are for illustrative purposes only. Goods may vary slightly from images.
4. Delivery of Goods
4.1 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).
4.2 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.3 The Supplier shall provide an estimated lead time for Goods in the Order Acceptance.
4.4 When Goods are dispatched the Supplier shall send a dispatch notification to the Customer which shall contain an estimated delivery date.
4.5 Any lead times and dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
4.6 If the Supplier fails to deliver the Goods, its liability shall be limited to refunding the price paid by the Customer to the Supplier for the Goods (plus any delivery costs). The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer's failure to provide the Supplier with adequate delivery instructions for the Goods or any relevant instruction related to the supply of the Goods.
4.7 If the Customer fails to accept or take delivery of the Goods then except where such failure or delay is caused by a Force Majeure Event or by the Supplier's failure to comply with its obligations under the Contract in respect of the Goods:
4.7.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day following the day on which the Supplier notified the Customer that the Goods were ready for delivery; and
4.7.2 the Supplier shall, subject to clause 12.4.3, store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
4.8 The Supplier may deliver the Goods by instalments. Each instalment shall constitute a separate Contract and any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
5. Quality of Goods
5.1 The Customer shall be entitled only to such warranty or other benefit as the Supplier has received from the manufacturer of the relevant Goods.
5.2 If the Customer identifies a defect with any Goods following delivery, or considers that any Goods have been misdescribed by the Supplier:
5.2.1 the Customer must give notice in writing to the Supplier within 7 Business Days of discovery that some or all of the Goods are defective or misdescribed;
5.2.2 the Supplier and/or the manufacturer must be given a reasonable opportunity of examining such Goods; and
5.2.3 the Customer (if asked to do so by the Supplier) must return such Goods to the Supplier's place of business at the Customer's cost (which shall be reimbursed if a defect or misdescription is confirmed) and/or provide any photographic or other evidence to the Supplier on request.
5.3 The Supplier shall, at its option, repair or replace any defective Goods, or refund the price of the defective Goods in full.
5.4 The Supplier shall not be liable for any defect in Goods if:
5.4.1 the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
5.4.2 the defect arises because the Customer failed to follow the Supplier’s and/or the manufacturer’s instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
5.4.3 the Customer alters or repairs the Goods without the prior consent of the manufacturer or the Supplier; or
5.4.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
5.5 Except as provided in this clause 5, the Supplier shall have no liability to the Customer in respect of any defective Goods.
5.6 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by the Supplier under clause 5.2.
6. Title and risk
6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
6.2 Title to the Goods shall pass to the Customer when the Supplier receives payment in full (in cleared funds) for the Goods.
7. Supply of Services
7.1 The Supplier shall provide the Services to the Customer in accordance with the Order in all material respects.
7.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services that are specified, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
7.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
8. Customer's obligations
8.1 The Customer shall:
8.1.1 co-operate with the Supplier in all matters relating to the Services;
8.1.2 provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer's premises and other facilities as reasonably required by the Supplier to provide the Services;
8.1.3 provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
8.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
8.1.5 where required by the Supplier, keep and maintain all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation.
8.2 If the Supplier's performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
8.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
8.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 8.2; and
8.2.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
9. Charges and payment
9.1 Subject to clause 9.2 and 9.3, the price for Goods and Services shall be the price set in the Order. The price of the Goods and Services is exclusive of VAT and all costs of delivery of the Goods, which shall be paid by the Customer at the same time as it pays for the Goods.
9.2 The Customer acknowledges that some Goods and Services may have been incorrectly priced from time to time. The Supplier will normally check prices before issuing the Order Acceptance.
9.3 If the Supplier identifies a pricing error at any time it may terminate the Contract and refund the Customer any sums paid.
9.4 The price for Goods and Services (plus VAT and any delivery costs) is payable in advance by the Customer at the time of the Order. The Supplier only accepts payment with Mastercard and VISA credit and debit cards.
9.5 The Supplier reserves the right to:
9.5.1 increase the price of the Goods and Services, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to the Supplier that is due to:
(a) any factor beyond the control of the Supplier (including increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered and/or the date for the performance of Services; or
(c) any delay caused by any instructions of the Customer in respect of the Goods and/or Services or failure of the Customer to give the Supplier adequate or accurate information or instructions in respect of the Goods and/or Services.
9.6 The Customer must pay all amounts due to the Supplier under the Contract in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
10. Intellectual property rights
10.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
10.2 All Supplier Materials are the exclusive property of the Supplier.
11. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
11.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
11.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
11.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
11.1.5 any other liability which cannot be limited or excluded by law.
11.2 Subject to clause 11.1:
11.2.1 the Supplier 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
11.2.2 the Supplier'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 the price paid by the Customer for the Goods and/or Services that are the subject of the Contract.
11.3 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
11.4 This clause 11 shall survive termination of the Contract.
12.1 Subject to clause 12.2, the Customer may terminate the Contract for any reason at any time prior to dispatch of Goods by contacting the Supplier at firstname.lastname@example.org.
12.2 Where the Customer terminates the Contract pursuant to clause 12.1, it shall fully indemnify the Supplier on demand for all direct losses damages, charges and expenses incurred by the Supplier as a result of cancellation and the Supplier may deduct any such loss from any refund due to the Customer.
12.3 The Customer may terminate the Contract prior to Delivery of Goods or performance of Services and receive a refund of the price paid if:
12.3.1 the Supplier notifies it that there is an error in the price of Goods or Services (pursuant to clause 9.2); or
12.3.2 if the Supplier notifies the Customer that it must suspend the supply of Goods or Services due to technical problems.
12.4 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
12.4.1 the Customer fails to pay any amount due under this Contract when due;
12.4.2 the Customer does not, within 3 Business Days of the Supplier asking, provide it with any information that is necessary to supply the Goods or Services;
12.4.3 the Customer does not, within a reasonable period of time, allow the Supplier to deliver Goods to the Customer; or
12.4.4 the Customer does not, within a reasonable time, allow the Supplier access to its premises to supply Services.
12.5 On termination of the Contract for any reason:
12.5.1 the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
12.5.2 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
13. Force majeure
13.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
13.3 If the Force Majeure Event prevents the Supplier from providing any of the Services and/or Goods for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
14.1 Assignment and other dealings.
14.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
14.1.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
14.2.1 Any notice given to a party under or in connection with these Conditions 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 or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.
14.2.2 A notice shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 14.2.1; 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 fax or e-mail, one Business Day after transmission.
14.2.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14.3.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
14.3.2 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
14.5 No partnership or agency. Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
14.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
14.7 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 agreed in writing and signed by the Supplier.
14.8 Governing law. This agreement 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.
14.9 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).