Terms & Conditions
1.1 In these terms and conditions
“Agreement”…..means the contract between (i) the customer acting as the purchaser and (ii) the supplier acting as the company.
“Charges”…..means the charges for the goods as specified in the sale.
“Confidential information”…..means all information, whether written or oral (however recorded), provided by the disclosing party to the receiving party and which (i) is known by the receiving party to be confidential; (ii) is marked as or stated to be confidential; or (iii) ought reasonably to be considered by the receiving party to be confidential;
“Customer”…..means the person identified as purchasing or ordering the product.
“Date of Delivery”…..means the date by which the goods must be delivered to the customer, as specified at time of order.
“Deliver”…..means delivery of the goods to the customer at the address stated at time and placement of order on the date specified.
“DPA”…..means the Data Protection Act 1998;
“FOIA”…..means the Freedom of Information Act 2000;
“Goods”…..means the goods to be supplied by the supplier to the customer under the Agreement;
“Information”…..has the meaning given under section 84 of the FOIA;
“Party”…..the supplier or the customer (as appropriate) and “Parties” shall mean both of them;
“Purchase Order Number”…..means the customers unique number relating to the order for goods to be supplied by the supplier to the customer in accordance with the terms of the Agreement;
“Specification”…..means the specification for the Goods to be supplied by the supplier to the customer (including as to quantity, description and quality) as specified in the advert;
“Staff”…..means all directors, employees, agents, and consultants of the supplier and/or any sub-contractor of the supplier engaged in the performance of the suppliers obligations under the Agreement;
“Supplier”…..means the person named as the supplier of the goods;
“VAT”….. means value added tax in accordance with the provisions of the Value Added Tax Act 1994;
“Working Day”……means a day (other than a Saturday or Sunday) on which banks are open for business in the City of London.
1.2 In these terms and conditions, unless the context otherwise requires;
1.2.1 references to numbered clauses are references to the
relevant clause in these terms and conditions;
1.2.2 any obligation on any party not to do or omit to do anything shall include an obligation not to allow that thing to be done or omitted to be done;
1.2.3 the headings to the clauses of these terms and conditions are for information only and do not affect the interpretation of the Agreement;
1.2.4 any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment;
1.2.5 the word “including” shall be understood as meaning “including without Limitation”.
2 BASIS OF AGREEMENT
2.1 The acceptance constitutes an offer by the customer to purchase the goods at the specified costs, subject to and in accordance with the terms and conditions of the Agreement.
2.2 The offer shall be deemed to be accepted by the supplier on receipt by the customer however the order is placed.
3 SUPPLY OF GOODS
3.1 The order constitutes an offer by the customer to purchase the goods subject to and in accordance with the terms and conditions of the Agreement.
3.2 In supplying the goods, the supplier shall co-operate with the customer in all matters relating to the supply of goods and comply with the customers Instructions.
3.3 The supplier shall supply the goods in accordance with the specification. The supplier warrants, represents, undertakes and guarantees that the goods supplied under the Agreement shall:
3.3.1 be free from defects in materials and workmanship
3.3.2 be of satisfactory quality (within the meaning of the sale of Goods Act 1979)
3.3.3 conform with the specifications, drawings and descriptions given in our marketing of the product
3.3.4 be free from design defects
3.3.5 be fit for the purpose it is intended for
3.3.6 and the supplier itself shall, comply with all applicable laws
4 CHARGES, PAYMENT AND RECOVERY OF SUMS DUE
4.1 The Charges for the Goods shall be as set out in the marketing and shall be the full and exclusive remuneration of the supplier in respect of the supply of the Goods.
4.2 Any payment of VAT shall be included in the price and will be charged at the prevailing rate.
4.3 Following delivery of the Goods, the Supplier shall invoice the Customer as specified in the Agreement.
4.4 In consideration of the supply of the Goods by the Supplier, the Customer shall pay the Supplier the invoiced amounts upon ordering.
5.1 The customer shall have the right to cancel the order for the Goods, which have not yet been Delivered to the Customer. The cancellation shall be made in writing. Without prejudice to the generality of the foregoing, the Customer shall pay such charges or that part of the Charges for Goods which have been Delivered to the Customer.
6.1 The supplier shall deliver the Goods to the Customer on or by the Date of Delivery. Unless otherwise agreed in writing by the Customer, Delivery shall be on or around the date and to the address specified at point of order.
6.2 The supplier shall use Royal Mail or outside couriers to Deliver Goods where a signature may be required upon receipt of the Goods.
6.3 Delivery of the Goods shall be accompanied by a delivery note which shows the Purchase Order Number and the type and quantity of the Goods.
6.4 Unless otherwise stipulated by the Customer, Deliveries shall only be accepted by the Customer on Working Days and during normal business hours.
6.5 Where (i) the Supplier fails to Deliver the Goods or (ii) the Goods do not comply with the provisions of clause 3, then without limiting any of its other rights or remedies implied by statute or common law, the Customer shall be entitled:
6.5.1 to terminate the Agreement;
6.5.2 request the Supplier, free of charge, to deliver substitute Goods within the timescales specified by the Customer;
6.5.3 to require the Supplier, free of charge, to replace or repair the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
6.5.4 to reject the Goods (in whole or part) and return them to the Supplier at the Suppliers own risk and expense and the Customer shall be entitled to a full refund on those Goods or part of Goods duly returned.
7 PROTECTION AND SECURITY OF DATA
7.1 The Supplier shall, and shall procure that all staff shall, comply with any notification requirements under the DPA and both Parties shall duly observe all their obligations under the DPA which arise in connection with the Agreement.
7.2 When handling Customer data, the Supplier shall ensure the security of the data is maintained in line with the security requirements of the Customer as notified to the Supplier from time to time.
8.1 The Supplier shall not be responsible for any injury, loss or damage, cost or expense suffered by the Customer if and to the extent that it is caused by the negligence or wilful misconduct of the Customer or by breach by the Customer of its obligations under the Agreement.
8.2 Subject always to clause 8.3
8.2.1 the aggregate liability of the Supplier in respect of all defaults, claims, losses or damages howsoever caused, whether arising from breach of the Agreement ,the supply or the failure to supply of the Goods, misrepresentation (whether tortuous or statutory), tort (including negligence), breach of statutory duty or otherwise shall in no event exceed a sum equal to 125% of the charges paid or payable to the Supplier;
8.2.2 except in the case of claims arising, in no event shall either Party be liable to the other Party for any: loss of profits, loss of business, loss of revenue, loss of or damage to good will, loss of savings (whether anticipated or otherwise); and or any indirect, special or consequential loss or damage.
8.3 Nothing in the Agreement shall be construed to limit or exclude either Partys liability for:
8.3.1 death or personal injury caused by its negligence or that of its Staff;
8.3.2 fraud or fraudulent misrepresentation by it or that of its Staff;
8.3.3 breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
8.3.4 any other matter which, by law, may not be excluded or limited.
9 FORCE MAJEURE
Neither Party shall have any liability under or be deemed to be in breach of the Agreement for any delays or failures in performance of the Agreement which result from circumstances beyond the reasonable control of the Party affected. Each Party shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 30 days, either Party may terminate the Agreement by written notice to the other Party.
Without prejudice to any other right or remedy it might have, the Customer may terminate the Agreement in whole or in part before Delivery or after Delivery by written notice to the Supplier with immediate effect if the Supplier is in material breach of any obligation under the Agreement which is not capable of remedy.