Business Terms And Conditions
- The definitions and rules of interpretation in this condition apply in the Conditions. "Contract" the agreement between the Company and the Customer for the purchase of the Goods to which these terms and conditions apply;" “Charges” the total aggregate Goods Price;
- Any reference in these Conditions to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
- Words in the singular include the plural and in the plural include the singular.
- A reference to one gender includes a reference to the other gender.
- These Conditions will apply to any Contract between us for the sale of Goods to you. Please read these Conditions carefully and make sure that you understand them, before ordering any Goods from us. Please note by placing an order for any of our Goods, you agree to be bound by these Conditions and the other documents expressly referred to in it. If you refuse to accept these Conditions, you will not be able to order any Goods from us.
- We amend these Conditions from time to time as set out in clause 8. Every time you wish to order Goods, please check these Conditions to ensure you understand the terms which will apply at that time.
- These Conditions, and any Contract between us, are only in the English language.
- Our VAT number is 187650962.
2. OUR GOODS
- The images of the Goods on our site or otherwise are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. Your Goods may vary slightly from those images.
- Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated have a 2% tolerance.
- The packaging of the Goods may vary from that shown on images.
3. THESE CONDITIONS
- You confirm that you have authority to bind any business on whose behalf you purchase Goods.
- These Conditions and any document expressly referred to in them constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
- You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions or any document expressly referred to in them.
- You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
4. ACCEPTANCE OF ORDERS
- The Customer and the Company agree that the provisions of the Electronic Commerce (EC Directive) Regulations 2002 are excluded in relation to these Conditions, any Order or Contract to the maximum extent permitted by law.
- A quotation by the Company shall constitute an invitation to treat. All Orders by the Customer for Goods are subject to acceptance by the Company.
- All Goods quoted from stock are quoted subject to the Goods remaining unsold on receipt of the Customer's Order and in any event quotations are for information only and shall not be binding on the Company.
- The Conditions which shall supersede any earlier conditions of the Company shall govern the Contract to the exclusion of any other terms and conditions including any terms or conditions specified or referred to in any Order placed by the Customer and any terms and conditions of purchase of the Customer. No variation to the Conditions shall be binding unless agreed in writing between the Customer and the Company and signed by a director of the Company.
- The Company's employees and agents are not authorised to make any representations or warranties concerning the Goods unless confirmed by the Company in writing and signed by a director of the Company. In entering into the Contract, the Customer acknowledges that it does not rely on any such representations or warranties which are not confirmed.
- Any typographical, clerical or other error or omission in any literature, quotation, price list, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company.
- The Customer shall be responsible for ensuring the accuracy and sufficiency of any Order.
- The Company shall not be liable for the consequences of any inaccuracy in an Order or specification and will not issue a credit note in respect of an Order and will be entitled to charge the Customer for the costs it incurs by any variations to an Order.
- Any samples supplied by the Customer to the Company in connection with an Order shall be delivered at the Customer's sole risk and expense.
5. SALE OF THE GOODS
- Subject to these Conditions, the Company shall provide the Customer with the Goods.
- The Company shall deliver the Goods, when ready, to the Customer at the Customer's Premises or, if no such address is specified, to any address of the Customer to which correspondence and/or Goods may previously have been addressed or sent. Unless otherwise agreed in writing, delivery shall take place at a time convenient to the Company. If the Customer is responsible for the collection of the order, this does not apply.
- Where the Company is responsible for delivery of the Goods, it will try to get the best possible delivery time and cost for the Customer. All prices quoted are Ex-Works the Company warehouse in [Wellesbourne, UK]. Prices include all packaging and packaging materials reasonably necessary to provide suitable protection to the Goods for transportation purposes but all charges for freight will be according to the size of the order and are to be incurred by the Customer. If you have any particular requests regarding delivery time please contact the Company before ordering and we will try to accommodate your request.
- Delivery of the Order shall be completed when we deliver the Goods to the address given in clause 5.3 or where the Customer is responsible for delivery, when the Goods are collected.
- The Company accepts no liability for loss of or damage to Goods in transit unless the Company is notified in writing of the details of the loss or damage within seven working days following despatch of the Goods. If the Customer is responsible for the collection of the order, this does not apply as they accept liability for loss or damage.
- If the goods are damaged upon arrival, the customer should not sign P.O.D. in order for a replacement/credit to be issued.
- The Company accepts no liability whatsoever where the Goods are not received (in the case of total loss) unless the Company is notified in writing of the details of the loss within seven working days of the receipt by the Customer of the Company's invoice. If the Customer is responsible for the collection of the order, this does not apply as the Customer accepts liability for loss of damage.
- Any dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously agreed by the Company in writing. The Company reserves the right to deliver the Goods in advance of the estimated delivery date. If the Customer is responsible for the collection of the order, this does not apply as they accept responsibility for any delays.
- Occasionally our delivery may be affected by an Event Outside Our Control. See clause 16 for further details.
- If the Customer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer's reasonable control or by reason of the Company's fault) then, without prejudice to any other right or remedy available to the Company, the Customer shall indemnify the Company in full against all loss, costs, charges and expenses incurred by the Company as a result of such failure. The price for such Goods shall be due for payment as if the Goods had been delivered at the time specified in the Contract.
6. INTERNATIONAL DELIVERY
- We deliver to the various countries around the world, please contact us for an up-to-date list ("International Delivery Destinations"). However there are restrictions on some Goods for certain International Delivery Destinations, please contact us for details.
- If you order Goods from us for delivery to one of the International Delivery Destinations, your order may be subject to import duties and taxes which are applied when the delivery reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
- You will be responsible for payment of any such import duties and taxes. Please contact your local customs office for further information before placing your order.
- You must comply with all applicable laws and regulations of the country for which the Goods are destined. We will not be liable or responsible if you break any such law.
- The Customer is responsible for obtaining at its own cost, such import licence and other consents in relation to the Goods as are required from time to time and, if required by the Company, the Customer shall make those licences and consents available prior to the relevant shipment.
7. RISK AND OWNERSHIP IN GOODS
- The Goods are at the risk of the Customer from the time of dispatch or collection from the Company’s place of business delivery.
- Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
- the Goods; and
- all other sums which are or which become due to the Company from the Customer on any account.
- Until ownership of the Goods has passed to the Customer, the Customer shall:
- hold the Goods on a fiduciary basis as the Company's bailee;
- store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;
- not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
- Maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
- The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
- any sale shall take place in the ordinary course of the Customer’s business at full market value; and
- any such sale of the Company’s property on the Customer’s behalf and the Customer shall deal as principal when making such a sale.
- The Customer's right to possession of the Goods shall terminate immediately if:
- the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
- the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
- the Customer encumbers or in any way charges any of the Goods.
- The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
- The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Customer's right to possession has terminated, to recover them.
- Where the Company is unable to determine whether any Goods are the goods in respect of which the Customer's right to possession has terminated, the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which they were invoiced to the Customer.
- On termination of the Contract, howsoever caused, the Company's (but not the Customer's) rights contained in this condition 4 shall remain in effect.
8. OUR RIGHT TO VARY THESE CONDITIONS
- We amend these Conditions from time to time.
- Every time you order Goods from us, the Conditions in force at the time of your order will apply to the Contract between you and us.
- Unless otherwise agreed by the Company in writing, the Charges relating to the Goods shall be the price set out in the Company's price list / agreed price published on the date of order /invoice.
- The Charges shall be exclusive of any value added tax (VAT).
- Orders may be subject to a delivery charge. Customers will be made aware of this at time of order. All charges are excluding VAT.
- Unless otherwise agreed by the Company in writing, the Company shall be entitled to invoice the Customer for the Charges and any delivery charge on the date the Goods are dispatched or, if applicable, collected.
- The Customer shall pay the Charges and any delivery charge in pounds sterling by:
- cash; or
- cheque (represented or dishonoured cheques will incur an additional cost of £4.00); or
- credit card provided payment occurs at the same time as the Order is made. We reserve the right to apply a surcharge in relation to credit card transactions.
- The Customer shall (unless a Credit Account or alternative arrangement for payment has been agreed with the Customer) pay the Charges and any delivery charge in full within 30 days of the date of the Company's invoice therefore. Time of payment of the Charges and delivery charge shall be of the essence of the Contract. Receipts for payment will only be issued upon request.
- If the Customer fails to make any payment on the due dates, then the Company shall be entitled, without prejudice to any other right or remedy to:
- withdraw any discounts;
- charge the Customer compound interest (both before and after judgement) on the amount unpaid at the rate of 2% per month, until payment is made in full;
- cancel the Contract or suspend any further delivery of the Goods to the Customer;
- render any Credit Account relating to the Customer on 'stop';
- recover any additional costs incurred as a result of bad debts being placed with any outside agency.
- Any liability of the Company under the Contract shall be subject to and conditional upon the due performance and observance by the Customer of all obligations appearing in the Conditions, and, subject to the Conditions, the Customer shall not be entitled to withhold or delay payment or exercise any right of set off whatsoever and howsoever arising or arisen which might otherwise be available to it.
10. PRICE OF GOODS AND DELIVERY CHARGES
- We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered. However please see clause 10.3 for what happens if we discover an error in the price of Product(s) you ordered.
- Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
- Our site contains a large number of Goods. It is always possible that, despite our reasonable efforts, some of the Goods may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.
- Following acceptance by the Company of the Customer's Order, no cancellation and/or suspension, either in whole or in part, may be made by the Customer other than with the prior written consent of the Company and upon terms that the Customer shall indemnify the Company in full against all loss (including without limitation loss of profit, loss of use, loss of production, business interference or increased cost of working or any other special or consequential loss) damages, costs, expenses and other liabilities awarded against or incurred by the Company as a result of or in connection with the cancellation and/or suspension.
- Without prejudice to any other claims or remedies which the Company may have against the Customer the Company may (subject to the provisions of the Consumer Credit Act 1974, if applicable) terminate the Contract immediately in any one of the following circumstances by written notice:
- if the Customer fails to comply with any of the terms of the Contract including failure to pay any Charges when due; or
- if the Customer makes or offers to make any arrangements or composition with creditors or commits any act of bankruptcy, or if a petition in bankruptcy is presented or made against the Customer, or if the Customer is a limited company and any resolution to wind up that company is passed, or if any receiver or administrator is appointed over the whole or any part of such company's assets; or
- if the Customer convenes any meeting to discuss any proposal or application for the appointment of an administrator, receiver, liquidator or similar official in respect of the Customer or any of it its assets; or
- if the Customer does or allows to be done anything which in the Company's reasonable opinion will or may have the effect of jeopardising the Customer's ability to pay the Charges.
- Upon termination the Customer shall pay on demand all Charges and delivery charges outstanding at the time of termination.
- The Company shall be entitled to require, as a condition of resuming performance under the Contract, pre-payment of, or such other security as it may stipulate for the payment of any sums due or to become due.
12. DATA PROTECTION
- All personal information passed to the Company by the Customer is maintained by the Company purely for the purpose of the Contract between the Company and the Customer. At no time will personal information such as names, email address or bank details be passed onto a third party unless it is necessary in The Company’s absolute discretion to disclose the same to a Court of Law or other law enforcement agency or official body.
- The Goods are your responsibility as soon as they are delivered to you and you are responsible for any onward supply, distribution or sale of the Goods. This means that you must take out and maintain appropriate public and product liability insurance in relation to the Goods. It is also your responsibility to store the Goods in a suitable environment and we cannot accept any liability where your failure to store the Goods properly causes loss or damage.
- Nothing in these Conditions limits or excludes our liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- defective products under the Consumer Protection Act 1987.
- Subject to clause 13.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- any loss of profits, sales, business, or revenue;
- loss or corruption of data, information or software;
- loss of business opportunity;
- loss of anticipated savings;
- loss of goodwill; or
- any indirect or consequential loss.
- Subject to clause 13.2, our total liability to you in respect of all 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% of the price of the Goods.
- Except as expressly stated in these Conditions, we do not give any representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Conditions 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 Goods are suitable for your purposes.
- Except to the extent as provided by sub-condition 13.2 the Customer shall indemnify and keep the Company indemnified against any liability (including liability for negligence) no matter when or how arising out of any claim by any third party against the Company in respect of or in connection with the use of the Goods together with all legal and other costs relating to any such claim except that in so far as the claim relates to direct physical damage to or physical loss of property resulting from the negligence of the Company or it's employees, this indemnity shall only apply if and to the extent that the said liability and all costs exceeds the sum for which the Company is liable pursuant to sub-condition 7.2.3.
- The Company shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company.
- The Company warrants that (subject to the other provisions of these conditions) on delivery, the Goods shall:
- be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
- be reasonably fit for any particular purpose for which the Goods are being bought if the Customer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Customer to rely on the skill and judgement of the Company.
- The company shall not be liable for a breach of any warranty in condition 8.2 unless:
- the Customer gives written notice of the defect to the Company, within seven working days of the time when the Customer discovers or ought to have discovered the defect; and
- the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.
- The Company shall not be liable for a breach of any warranty in condition 8.2 if:
- the Customer makes any further use of such Goods after giving such notice; or
- the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, use or maintenance of the Goods or (if there are none) good trade practice; or
- the Customer alters or repairs such Goods without the written consent of the Company.
- Subject to condition 8.3 and condition 8.4, if any of the Goods do not conform with any of the warranties in condition 8.2 the Company shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Customer shall, at the Company's expense, return the Goods or the part of such Goods which is defective to the Company.
- If the Company complies with condition 8.5 it shall have no further liability for a breach of any of the warranties in condition 8.2 in respect of such Goods.
- Any Goods replaced shall belong to the Company.
15. INTELLECTUAL PROPERTY
- Nothing in these Conditions shall be construed as conferring any licence or granting any rights in favour of the Customer under or in relation to any intellectual property or trade marks owned or claimed to be owned by the Company including, but without limitation, those trade marks applied to the Goods by the Company or on its behalf. The Company asserts its full rights to control use of its trade marks within the EU and elsewhere and the Customer shall provide all assistance necessary to prevent parallel importers from diluting the Company’s rights.
- Any reputation in any trade marks affixed or applied to the Goods sold or otherwise supplied by the Customer shall accrue to the sole benefit of the Company.
- The Customer shall not use (other than in relation to the Goods) nor seek to register any trade mark or trade name (including any domain name or company name) which is identical to or confusingly similar with or incorporates any trade mark or trade name which the Company owns or claims rights in anywhere in the world.
- The Customer shall promptly and fully notify the Company of any actual or threatened infringement or third party claims relating to any of the Company’s trade marks or intellectual property which comes to its attention.
16. EVENTS OUTSIDE OUR CONTROL
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 16.2.
- An "Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
- If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
- we will contact you as soon as reasonably possible to notify you; and
- our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
- Any Customer wishing to set up a Credit Account with the Company must provide two satisfactory credit references, the acceptance of which is at the absolute discretion of the Company.
- Without prejudice to the generality of the foregoing, the Company may (in its absolute discretion), even if Goods have been delivered, refrain from notifying the Customer that the Goods are ready for collection until such time as the Customer has tendered the Charges to the Company, together with any outstanding amounts which may be due to the Company on any account whatsoever.
- If the Customer exceeds the credit limit on the Credit Account or fails to comply with the repayment terms of the Credit Account as agreed between the Company and the Customer, the Company shall be entitled to render such Credit Account relating to the Customer on 'stop'.
- The Company reserves the right to withdraw the Credit Account of any Customer at any time.
- The Company may assign the Contract or any part of it to any person, firm or company.
- The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
19. THIRD PARTY CLAIMS
- Subject to the right which may accrue to any successor or permitted assignee, nothing in the Contract shall confer on any third party any benefit or the right to enforce any term of the Contract, and all third party rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise are hereby excluded to the fullest extent permitted by law.
- Subject to condition 13.2, the Customer shall indemnify the Company in full against any liability whatsoever (including any liability based on the negligence of the Company) which it may incur resulting from any claim made against the Company by any third party, including without limitation any employee or agent of the Customer or any subsequent buyer or hirer or other bailee of the Goods, arising or arisen directly or indirectly out of the performance or any non-performance or breach of the Contract or otherwise out of or connected with the supply of the Goods.
- These Conditions represent the complete agreement between the Company and the Customer and supersede all representations or other communications between them relating to the subject matter of the Contract.
- The Customer must promptly advise the Company of any change of address. Any notice hereunder sent by the Company to the Customer shall be deemed to be served within 48 hours of posting. Any notice hereby sent by the Customer to the Company shall only be deemed to have been validly served on the Company if the Company shall have received the same.
- In the event of any of the provisions set out in these Conditions being unenforceable or void for any reason whatsoever each condition (including each sub-condition) shall be deemed to be severable from the remaining conditions and such remaining conditions shall remain in full force and effect.
- The termination of any other agreement with any person, firm or company by which the Customer hires, leases or rents equipment shall not effect the Contract.
- Failure by the Company at any time to enforce provisions of this Contract shall not be construed as a waiver of any such provision or in any way effect the validity of the Contract or any part hereof.
- These Conditions shall be governed and construed in accordance with English Law and the Customer agrees to submit to the exclusive jurisdiction of the English Courts.
- Where the Customer is more than one person all of the Customer's obligations under these Conditions shall be joint and several.
- Any person signing an Order on behalf of the Customer warrants to the Company that he is authorised to do so.