TERMS & CONDITIONS

SMART & PRICE SHOPFITTING LTD – STANDARD TERMS Terms of sale 1.    Definitions

1.1    Customer - the person, firm or company identified in the order.

1.2    Delivery Address - the delivery address specified in the order, or in default, the Customer’s address.

1.3    Goods - the goods set out in the order.

1.4    Price - the price stated in the order for the Goods and confirmed on acceptance by the Seller.  

1.5    Seller – Smart & Price Shopfitting Ltd, ABC Group, Unit 1 Beecham Close, Aldridge, Walsall, WS9 8UZ

1.6    Specification - the specification of the Goods to be provided under this agreement set out in the order.

2.    Basis of this agreement

2.1    This agreement comprises the order for the Goods (setting out the Customer details, Specification, Delivery Address, Price and any special payment or other terms).

2.2    The Seller agrees to supply the Goods to the Customer and the Customer agrees to pay the Price in accordance with the terms of this agreement.

2.3    The content of our Website and any tender or quotation provided by the Seller shall;- 2.3.1    be subject to these terms;

2.3.2    not constitute a contractual offer, and a Contract shall only be formed on acceptance by the Seller of the Customer’s order by notification to the Seller of acceptance; 2.3.3    be valid on the date issued only and may be revoked at any time.

2.4    These terms shall apply to all contracts for the provision of goods and/or services by the Seller to the Customer to the exclusion of all other terms and conditions including any terms and conditions which the Customer may purport to apply under any order or other document. In the case of any conflict or ambiguity between the Customer’s original specification and the Specification set out in this agreement, the latter shall prevail.

2.5    Acceptance of delivery or collection of the Goods by the Customer shall be deemed conclusive evidence of the Customer’s acceptance of this agreement.

2.6    The Seller may employ sub-contractors to carry out any part of its obligations under this agreement at its sole discretion and it may assign its rights and obligations under this agreement to any other party. The Customer may not assign its rights and obligations under this agreement without the written consent of the Seller.

2.7    Any variation of these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by a Director of the Seller.

2.8    Any reference in this agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

2.9    Where delivery or collection is agreed to be made by instalments, each instalment may be deemed at the Seller’s discretion to be a separate and distinct contract and no default by the Seller in respect of any one or more instalment shall entitle the Customer to reject or withhold payment in respect of any other instalment.

2.10    The Seller may agree to hold or reserve certain Goods for the Customer from standard stock without payment of a deposit. In those circumstances, if collection and payment is not made within 1 working day of reservation, the Seller may cancel the reservation and/or resell the Goods elsewhere.  

3.    Payment Provisions

3.1    The Price shall be fixed on order and confirmed on acceptance by the Seller. Whilst the Seller uses reasonable endeavours to keep its prices listed on the Website, in price lists and marked on display Goods or otherwise up to date, such prices are indications only (and in any case do not apply to non-stock items). In the case of any difference, the Price fixed on order and confirmed on acceptance by the Seller shall prevail.

3.2    The Seller reserves the right by giving notice to the Customer at any time before delivery or collection of the Goods to increase the Price if;-

3.2.1    the Customer changes the Specification or agrees to any change to the Specification proposed by the Seller;

3.2.2    the Customer causes any delay;

3.2.3    Goods are required by the Customer with exceptional urgency;

3.2.4    the Customer fails to give the Seller adequate or accurate information, instructions or

facilities; 

3.2.5    the Seller’s own suppliers, including carriers, increase their charges.

3.3    The Seller may;-

3.3.1    require advance payment in full;

3.3.2    require payment of a deposit in advance;

3.3.3    save as stated in 3.3.1 and 3.3.2, submit an invoice or invoices at any time at or after delivery or collection of the Goods in respect of such part of the Goods delivered to that date.

Invoices shall be sent to the Customer’s address recorded in this agreement.

3.4    Sums payable in advance as at 3.3.1 and 3.3.2 shall be payable immediately. Where the Seller has agreed a credit facility, all other sums due under this agreement will be paid by the Customer within 30 days of the date of invoice without any deduction, set-off, counterclaim or abatement and in any case time for payment shall be of the essence. Queries or disputes about invoices must be raised within 7 days of invoice date. 

3.5    All payments shall be made in Sterling unless otherwise specified by the Seller. 

3.6    The Seller may agree, withdraw or cap credit facilities for the Customer at any time, at its complete discretion. 

3.7    The Price does not include VAT or any similar sales tax, impost or customs duties which will be paid additionally by the Customer at the then prevailing rate.

3.8    The Price does not include carriage, packing, palletisation or insurance during transit unless expressly stated, and such sums may be added by the Seller to the Price.

3.9    If the Customer fails to make any payment within the time specified in this agreement the

Seller may take any or all of the following steps;-

3.9.1    immediately invoice the balance of the Price in advance of the delivery or collection of any further Goods, such invoice to be payable on receipt;

3.9.2    refuse to deliver any further Goods or provide any services or guarantee services, whether under this agreement or any other contract or otherwise, until payment is made in full; 3.9.3    charge the Customer interest (both before and after any judgement) on the amount unpaid at the compound rate of 5% per annum above the Official Dealing Rate of the Bank of England from time to time until payment in full is made, accruing on a weekly basis and also charge the Customer for all costs and expenses (including legal costs on an indemnity basis) incurred by the Seller in the collection of any overdue amount;

3.9.4    appropriate any payment made by the Customer and set-off any monies due to the Customer, whether under this agreement or any other contract or otherwise (including any VAT applicable), to or against the unpaid invoice or invoices;

3.9.5    retain any property of the Customer then in its possession under a general lien for any such payment;

3.9.6    cancel this agreement and any other contract between the Seller and the Customer.

3.10    Where payment is made by means of any bill of exchange, cheque or other negotiable instrument, payment shall not be treated as having been made until such instrument has been honoured on presentation for payment.

4.    Goods

4.1    The Goods shall be at the Customer’s risk as from delivery to the Delivery Address, or in the case of collection by the Customer, from the date and time of such collection, save for later damage caused to the Goods by any negligent act of the Seller or any of its sub-contractors and the Customer will be responsible for insuring the Goods from the time risk passes.

4.2    In spite of delivery or collection having been made, legal title in the Goods shall not pass from the Seller to the Customer until the Price has been paid in full.

4.3    Until title in the Goods passes to the Customer, the Customer shall hold the Goods on a fiduciary basis as bailee for the Seller. The Customer shall store the Goods and any converted or processed goods deriving from them separately from all other goods in its possession.

4.4    Notwithstanding that the Goods remain the property of the Seller, the Customer may sell or use the Goods in the ordinary course of its business and shall deal as principal in any such transactions.

4.5    The Seller shall be entitled to recover the Price notwithstanding that title has not passed to the Customer.

4.6    Until such time as title in the Goods passes to the Customer, and provided that the

Customer is in default in payment or the Seller in good faith on reasonable grounds believes the Customer is or may be insolvent, the Customer shall on request deliver up such Goods as have not ceased to be in existence or resold, to the Seller. If the Customer fails to do so, the Seller may enter upon any premises owned, occupied or controlled by the Customer where the Goods are situated and repossess the Goods, using only such force as may be necessary. On the making of such request the Customer’s rights under clause 4.4 shall cease.

4.7    The Customer’s rights under clause 4.4 shall automatically cease if any of the grounds for termination of this agreement under clause 11.1 arise, and the other provisions of clause 4.6 shall then apply as if a request by the Seller had been made.

4.8    The Customer shall insure and keep insured the Goods to the full Price against “all risks” to the reasonable satisfaction of the Seller until the date when property in the Goods passes, and shall whenever requested by the Seller produce a copy of the policy of insurance. Without prejudice to the other rights of the Seller, if the Customer fails to do so, all sums whatever owing by the Customer to the Seller shall forthwith become due and payable.

4.9    Any intellectual property rights in the Goods or in any designs or specifications produced by the Seller for the purpose of this agreement shall remain the property of the Seller. No right or licence is granted except the right to use or resell the Goods. Property in any tools, dies, patterns and designs produced or supplied by the Seller in relation to the Goods shall remain the property of the Seller. 

4.10    Special Goods are only put into production once full payment is received and a drawing has been approved if requested.

4.11    Unless otherwise agreed in writing, Goods and services are sold to manufacturing tolerances customarily accepted in the trade.

4.12    Where the Seller has created a “pickings list” for supply from drawings, descriptions or materials supplied by the Customer, the Seller will use reasonable endeavours to identify the correct parts but such a process is subjective and the Seller shall not be liable for errors or omissions from such list, provided that the Seller may only charge for items contained on the list and actually supplied.  

5.    Delivery

5.1    The Seller will be responsible at the Customer’s cost for the delivery of the Goods to the Delivery Address, unless the Goods are to be collected by the Customer. Unless otherwise agreed, the Seller may deliver all the Goods in a single instalment and may levy additional charges if the Customer subsequently requires delivery by instalments. 

5.2    The Seller will use all reasonable endeavours to deliver the Goods by any target delivery date which is agreed but any such date will be treated as a target date only and time will not be of the essence. If no dates are specified, delivery of the Goods will be within a reasonable time. 5.3    In particular, the Seller shall not be responsible for delay caused by factors beyond its control, including adverse weather conditions and delays caused by its own suppliers.

5.4    The Seller reserves the right by giving notice to the Customer at any time before delivery of the Goods to change any agreed target delivery date if;-

5.4.1    the Customer changes or agrees to change the Specification;

5.4.2    the Customer causes any delay;

5.4.3    the Customer fails to give the Seller adequate or accurate information, instructions or facilities.

5.5    The Customer shall make such arrangements as are necessary to take delivery of the

Goods at the Delivery Address on any agreed target delivery date or on such other date as the Seller notifies the Customer that delivery will be made. The Customer shall be responsible for unloading the Goods from the carrier, save where agreed to the contrary. 

5.6    If the Customer changes any agreed target delivery date of any Goods or fails to collect or take delivery on the date the Goods are ready or indicates to the Seller that it will not accept delivery on any date agreed or notified under clauses 5.4 or 5.5, the Seller shall be entitled;-

5.6.1    at the Customer’s risk and expense to store the Goods at the Seller’s premises and to demand payment as if they had been delivered;

5.6.2    to add a reasonable financing and stocking charge to the Price in respect of the period from that date to the actual date of delivery at the Seller’s then current rates.  

5.7    Following delivery or collection of the Goods the Customer shall follow any instructions of the Seller as to use and maintenance of the Goods.

5.8    No act or omission of the Customer which prevents the Seller from delivering the Goods or from delivering them according to any agreed time-scale shall prevent the Seller from raising invoices in accordance with clause 3.

5.9    The Customer shall collect or take delivery of the Goods notwithstanding that the quantity delivered is greater or less than that contained in the Specification, provided that;- 5.9.1    such discrepancy shall not exceed 5%;

5.9.2    the Seller shall at its discretion either make up any shortfall or adjust the Price pro rata to the discrepancy, provided that it is notified in writing of the shortfall within 7 days of delivery or collection and is given the opportunity, if required to examine the Goods before they are used or resold by the Customer.

5.10    The Seller shall not be liable for any claim for loss or damage to the Goods in transit unless such claim is notified in writing to the Seller within 3 working days of delivery of the Goods. Where the Customer accepts the Goods from the carrier without checking, the Seller shall not be liable for such claim unless the Customer has marked the delivery note “not examined” or, in case damage is immediately evident, “goods damaged”.

6.        Export terms

6.1               Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in this agreement, but if there is any conflict between the provisions of Incoterms and this agreement, the latter shall prevail.

6.2               Where the Goods are supplied for export from the United Kingdom, the provisions of this clause 6 shall (subject to any special terms agreed in writing between the Customer and the Seller) apply notwithstanding any other provision of this agreement.

6.3               The Customer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.

6.4               Unless otherwise agreed in writing between the Customer and the Seller, the Goods shall be sold ex works.

6.5               The Customer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which is made after shipment, or in respect of any damage during transit.

7.        Approval and Defects

7.1               Within 7 days of delivery or collection of the Goods (or in the event of non-delivery) the Customer shall notify the Seller in writing of any defects or complaints which it has identified. 7.2    If no such notification is received the Customer shall be deemed to have accepted the Goods. After acceptance, whether deemed or otherwise, the Customer shall not be entitled to reject the Goods outright in any circumstances.

7.3               Thereafter, the Customer must notify the Seller in writing within 7 days of discovery of any defects in the Goods and will, at the Customer’s expense, return the allegedly defective Goods to the Seller for examination.

7.4               The Seller shall use its best endeavours to correct any defect arising under normal use and due solely to faulty design (except where such design was supplied by or on behalf of the Customer), materials or workmanship, which is notified to it within 6 months after delivery or collection of the Goods and in accordance with clause 7.3, within a reasonable time of receiving such notification, and may at its discretion;-

7.1.1         carry out such remedial work as is necessary to remedy the defect;

7.1.2         take such part of the Goods as is necessary away from the Delivery Address at the

Customer’s risk and expense to examine the Goods or carry out repair work;

7.1.3         replace all or any part of the Goods;

7.1.4         refund the Price or such part of it as relates to the defective Goods; and such action shall be accepted by the Customer in full satisfaction of the Seller’s liability for the defect concerned. For clarity, this clause is not a right of cancellation. 

7.5    The Seller may refuse to provide any services under clause 7.4 or may invoice the Customer for the cost of any work or materials brought about by the Customer’s notification of any defect where such defect is not attributable to any act or omission of the Seller or is attributable to;-

7.5.1         misuse of the Goods by the Customer;

7.5.2         failure to follow the Seller’s advice as to use and maintenance of the Goods;

7.5.3         any modification made to the Goods by the Customer or by third parties without the prior written consent of the Seller.

7.6    If any unauthorised modification is made to the Goods or the Customer continues to use them or re-sells them (or any of them) after identification of a defect, the Seller shall not be obliged to correct any defects or provide any further services under this agreement. 7.7    Where the Customer provides designs or other material to the Seller in relation to the

Goods, the Customer shall be responsible for the content and legality of such material. The Customer shall then be responsible for any production or other costs incurred in connection with the submitted designs or material, and the Seller’s liability shall be limited to correcting any faults or defects unrelated to the design or other material submitted.

8.        Cancellation and Returns policy

8.1               Consumers only – not applicable to business customers - If the Customer is a consumer based within the European Union who has bought the Goods through the Website or otherwise by telephone or remotely (but not where the Goods have been bought “over the counter” and collected by the Customer), the Customer has a statutory right to a “cooling off” period. This period ends 14 calendar days after the Goods have been delivered to the Customer. If the Goods are delivered to the Customer in instalments, the 14 calendar day period begins on the day that the Customer receives the final instalment. If the Customer wishes to cancel or return the Goods within this period, the Customer should notify the Seller within this period. Notification must be in writing to the address set out at clause 1.5 or by e-mail to [email protected]. If the Goods have been delivered, they must be returned to the Seller within 14 calendar days of the day on which the Customer notifies cancellation or return, in their original unused condition and undamaged packaging with the original sale invoice. The Customer is responsible for paying return shipment costs if Goods are returned for this reason. Refunds of monies paid will be issued no later than 14 calendar days after the later of notice of cancellation or return is received or of return of the Goods, and will include the Seller’s original standard delivery charges, if any. Any additional charges such as express delivery may not be refunded. This right of cancellation or return does not extend to bespoke or personalised Goods including those produced specifically to the Customer’s specification or design.

8.2               Save as stated at clause 8.1 in respect of consumers, the Customer has no right to cancel this agreement or to return the Goods. The Seller may at its complete discretion consider a written request to cancel this agreement made before delivery or collection of the Goods, or to return the Goods made within 3 working days after delivery or collection, subject to the following conditions;-

8.2.1         No cancellation or return shall be accepted in any circumstances in relation to bespoke or personalised Goods including those produced specifically to the Customer’s specification or design, or any Goods which the Seller cannot reasonably expect to resell within a reasonable period (such as non-stock items, items shipped direct from a third party and slatboard and retail furniture);

8.2.2         No cancellation or return shall be accepted in any circumstances where the Customer has not made payment on time or has not otherwise complied with all its obligations under this agreement;

8.2.3         If cancellation or return is agreed by the Seller, return of any Goods delivered shall be at the Customer’s risk and expense and shall be done within 3 working days of such agreement;

8.2.4         Goods shall be returned in their original unused condition and undamaged packaging, together with the original sale invoice, failing which the Seller shall not be obliged to accept their return or shall be entitled to levy charges to rectify the damages caused;

8.2.5         On cancellation or return under this clause 8.2, then if the Customer has already paid the Price or any part of it, the Seller shall at its discretion issue a credit (to be set against future orders) or refund of the sum paid, subject to clause 8.2.6. 

8.2.6         In any event, on cancellation or return the Seller shall be entitled to deduct or charge a sum equivalent to 25% of the total Price payable in respect of the Goods (plus any applicable VAT, but ignoring charges payable for transport, insurance etc.) to reflect the additional storage, handling, administration and other expenses of the Seller. Where the Seller is unable to set-off this charge against sums already paid, it may demand pre-payment as a condition of accepting cancellation or return of any Goods under this clause 8.2.

8.2.7         The Seller shall on such cancellation or return credit any invoice raised in respect of the Price, less the charge stated above. 

9.    Warranties

9.1    The Seller warrants that the Goods will comply with the Specification.

9.2    The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable legal, statutory or E.U. requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.

9.3    The Customer will provide the Seller with such information, drawings and designs as it may reasonably need to perform this agreement. The Customer warrants that such material is accurate and complete.

9.4    The Customer shall be responsible for ensuring that the Goods are fit for the purpose for which it or any third party intends to use them, and covenants that the Goods will only be used for purposes for which they are sufficient and suitable.

9.5    The Customer warrants that it has not relied on any representations made by or on behalf of the Seller or upon any descriptions, illustrations or specifications contained in any material produced by or on behalf of the Seller save for the Specification of the Goods as agreed between the parties.

9.6    The Customer warrants that any specification, design or instruction given by it to the Seller will not infringe any intellectual property or other rights of any third party, nor will it be defamatory or otherwise unlawful, and the Customer will indemnify the Seller in respect of any claim relating to such infringement.

9.7    The Customer agrees to indemnify the Seller against all costs and liabilities incurred by it due to any breach by the Customer of the terms of this agreement, including any consequential losses.

10.    Limitation of Liability

10.1    The Seller shall not be responsible for any defects in the Goods which are;-

10.1.1    not notified in writing to it within 6 months after delivery or collection or within the terms of clause 7; or

10.1.2    the fault of the Customer or any third party.

10.2    All information and advice given by the Seller to the Customer relating to the performance or use of the Goods or otherwise is based on the Seller’s experience, but the Seller shall not be liable for any inaccuracies.

10.3    The terms of this agreement represent the whole agreement between the parties and except where the Customer is dealing as a consumer, all other warranties, conditions, terms, undertakings or representations of any kind, whether express or implied, statutory or otherwise relating to the provision of any goods or services under or in connection with this agreement including (without limitation) as to the condition, quality, performance or fitness for purpose of the Goods or any of them or the standard of care used in the provision of any services are hereby expressly excluded from this agreement save for the undertakings implied by the Sale of Goods Act 1979 section 12 in respect of title to any goods. 

10.4    The Seller shall not be liable under contract, tort (including negligence) or otherwise for any loss of production, loss or corruption of data, loss of profits or of contracts, loss of operation time, loss of goodwill and loss of anticipated savings, nor for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused.

10.5    The Seller accepts liability for death or injury caused by the negligence of the Seller or that of its employees, agents or sub-contractors acting in the course of their engagement under this agreement, and liability which cannot be excluded under the Consumer Protection Act 1987 Part I, without limit.

10.6    In all other cases not falling within Clause 10.5, the Seller’s total liability (whether in contract, tort including negligence or otherwise) under or in connection with this agreement or based on any claim for indemnity or contribution shall not exceed 1.5 times the Price paid.

10.7    In all other cases not falling within clause 10.5, no action or proceedings in relation to or arising out of this agreement (whether in contract, tort including negligence or otherwise) shall be commenced against the Seller after the expiry of 6 months from delivery or collection of the relevant Goods or earlier termination of this agreement.

10.8    The Seller shall not be liable for any change to the Specification of the Goods if the variation does not materially affect the characteristics of the Goods, and the substituted materials (if any) are of comparable quality to the originals. 

10.9    The Customer agrees that except as expressly provided in this agreement, the Seller will not be under any liability of any kind whatever and however caused, arising directly or indirectly in connection with this agreement.

10.10    Any liability of the Seller under this agreement shall be subject to and conditional upon the due performance by the Customer of all its obligations under this agreement and, subject to these terms, the Customer shall not be entitled to withhold or delay payment or exercise any right of set-off which might otherwise have been available to it.

10.11    The Customer shall maintain such insurance protection as shall be reasonable and prudent, taking account of the nature of the Customer’s business. The Seller shall not be liable under this agreement for losses suffered by the Customer which are, or would have, been recoverable under such policy of insurance.

10.12    The Seller is a limited company. This agreement and the Goods and any services are provided solely on behalf of the company. No personal liability, whether in contract, tort or otherwise, is accepted by any individual who may provide services to the Customer, whether as a shareholder, director, employee, consultant, freelancer or supervisor.

10.13    Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by any other provision of this agreement.

10.14    To the best of the Seller’s knowledge, purchase or normal use of the Goods by the Customer will not infringe any intellectual property right of any third party but the Seller shall not be liable to the Customer in respect of such infringement.

10.15    Where the Seller recommends or introduces a third party supplier to the Customer, it makes no representation as to the qualities of such supplier and the Customer is responsible for satisfying itself in that regard. The Seller accepts no liability for any goods or services provided by such supplier.  11.    Termination

11.1    The Seller may terminate this agreement or suspend its performance with immediate effect on written notice if the Customer;-

11.1.1    ceases or threatens to cease to carry on its business or becomes insolvent or enters into any formal insolvency process under any jurisdiction;

11.1.2    commits a material breach of this agreement and (in the case of a breach capable of remedy and save for non-payment) fails to remedy it within 7 days of receipt of written notice from the Seller specifying the breach and containing a warning of an intention to terminate if the breach is not remedied;

11.1.3    the Customer refuses to take delivery of the Goods or any part of them or collect them on the any agreed target delivery date or on such later date as they are ready for delivery; 11.1.4    the Customer defaults in paying the Price or any part of it.

11.2    In the event of a suspension, the Seller shall be entitled to demand pre-payment of any part of the Price not yet due for payment as a condition of re-commencing its performance.

11.3    The Seller may terminate this agreement at its discretion at any time by giving 7 days notice in writing to the Customer.

11.4    Upon termination of this agreement, the Customer shall pay to the Seller all monies due to the Seller at that date after taking into account amounts previously paid including;-

11.4.1    the total value of Goods delivered up to the date of termination, the Price for which shall then become payable immediately notwithstanding any prior contrary arrangement;

11.4.2    any cancellation charges payable to the Seller’s sub-contractors;

11.4.3    the cost of the Goods ordered for the purposes of this agreement for which the Seller has paid or is legally bound to pay. The Seller may at its discretion retain or take back part or all of the Goods in lieu of the payment attributable to such material;

11.4.4    the cost of removal from the Delivery Address of any property of the Seller; 11.4.5    any other costs incurred by the Seller in connection with this agreement or its termination including but not limited to loss of profits, processing costs already incurred and any reduction in the value of the material used.

11.5    Termination of this agreement shall not affect any rights of the parties accrued to them up to the date of termination.

12.    Miscellaneous  

12.1    Neither party shall be liable for any delay in performing or failing to perform any of its obligations under this agreement due to any act of God, war, strike, lock-out, industrial action, fire, flood, drought, tempest or other event beyond the reasonable control of either party.

12.2    All notices to be given under this agreement shall be in writing and shall be sent to the normal business address of the party concerned by first class post, e-mail or by hand.

12.3    No delay or failure by the Seller to exercise any of its powers, rights or remedies under this agreement will operate as a waiver of them and any waiver, to be effective, must be in writing.

12.4    If any part of this agreement, including for the avoidance of doubt limitation clauses 9.1 to 9.7 and its sub-clauses, is found by a court or other competent authority to be invalid, unlawful or unenforceable then such part will be severed from the remainder of this agreement which will continue to be valid and enforceable to the fullest extent permitted by law.

12.5    This Contract is the complete and exclusive statement of the agreement between the parties relating to the subject matter of this agreement and supersedes all previous communications, representations and other arrangements, written or oral. This clause and any guarantee contained herein do not affect the statutory rights of the consumer.

12.6    The Customer undertakes not at any time to disclose any confidential information, documents or other material supplied or made known to it during the existence of this agreement by the Seller to any third party, save as permitted by this agreement and save for any information in the public domain, and to use its best endeavours to prevent unauthorised publication or disclosure of the same.

12.7    The Customer shall not be entitled to any right of set-off.

12.8    No person who is not a party to this agreement may enforce any term of this agreement. The parties agree that the Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement or to any agreement or document entered into pursuant to this agreement.

12.9    This Contract will be construed in accordance with and governed by the laws of England and Wales and each party agrees to submit to the jurisdiction of the courts of England and Wales. 

Internet usage terms 13.    General provisions

13.1    The Customer’s agreement to comply with and be bound by the following internet usage terms is deemed to occur upon the Customer’s first use of the Website. If the Customer does not agree to be bound by these terms and conditions, the Customer should stop using the Website immediately.

14.         Definitions

14.1         Account - the personal information, Payment Information and credentials used by Users on the Website.

14.2         Content - any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Website.

14.3         Payment information – any details required for the purchase of Goods from this

Website.  This includes, but is not limited to, credit / debit card numbers, bank account numbers and sort codes.

14.4         System – any online communications infrastructure that the Seller makes available through the Website either now or in the future. This includes, but is not limited to, web-based email, message boards and email links.

14.5         User / Users – any third party that accesses the Website and is not employed by the Seller and acting in the course of their employment.

14.6         Website – the website that the Customer is currently using and any sub-domains of this site unless expressly excluded by their own terms and conditions.

15.    Intellectual Property

15.1    Subject to the exceptions below, all Content included on the Website, including, but not limited to, text, photos, designs and drawings, graphics, logos, icons, images, sound clips, video clips, data compilations, underlying code and software is the property of the Seller. By continuing to use the Website the Customer acknowledges that such material is protected by applicable English and international intellectual property and other laws.

15.2    Subject as stated below, the Customer may not reproduce, copy, distribute, store or in any other fashion re-use material from the Website unless otherwise indicated on the Website or unless given the Seller’s or the respective owner’s express written permission to do so.

15.3    Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, copyright and trademarks in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

15.4    Material from the Website may be re-used without written permission where any of the exceptions detailed in Chapter III of the Copyright Designs and Patents Act 1988 apply.

16.    Links to Other Websites

16.1    This Website may contain links to other sites.  Unless expressly stated, these sites are not under the control of the Seller. The Seller assumes no responsibility for the content of such websites and disclaims liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.

17.    Links to this Website

17.1    Those wishing to place a link to this Website on other sites may do so only to the home page of the site without the Seller’s prior permission. Deep linking (i.e. links to specific pages within the site) requires the Seller’s express written permission.

18.    Use of Communications Facilities

18.1    The Customer acknowledges that the Seller reserves the right to monitor and retain copies of any and all communications made to the Seller or using the Seller’s System.

19.    Accounts

19.1    In order to purchase Goods on this Website and to use certain other parts of the System, the Customer may be required to create an Account which will contain certain personal details and Payment Information which may vary based upon the Customer’s use of the Website. By continuing to use this Website the Customer represents and warrant that:

19.1.1    all information the Customer submits is accurate and truthful;

19.1.2    the Customer has permission to submit Payment Information where permission may be required; and

19.1.3    the Customer will keep this information accurate and up-to-date;

19.1.4    the Customer’s creation of an Account is further affirmation of the Customer’s representation and warranty.

19.1.5    It is recommended that the Customer does not share the Customer’s Account details, particularly the Customer’s username and password. The Seller accepts no liability for any losses or damages incurred as a result of the Customer’s Account details being shared by the Customer. If the Customer uses a shared computer, it is recommended that the Customer does not save the Customer’s Account details in the Customer’s internet browser.

19.1.6    If the Customer has reason to believe that the Customer’s Account details have been obtained by another person without consent, the Customer should contact the Seller immediately to suspend the Customer’s Account.  

19.1.7    Either the Seller or the Customer may terminate the Customer’s Account. The Seller reserves the right to terminate without giving reasons. Termination of an Account shall not affect or cancel prior orders for Goods which have been placed. 

20.    Goods, Pricing and Availability

20.1    Whilst every reasonable effort has been made to ensure that all graphical representations and descriptions of Goods available from the Seller correspond to the actual Goods, the Seller is not responsible for variations from such descriptions. This does not exclude the Seller’s liability for mistakes due to negligence on the Seller’s part and refers only to minor variations of the correct Goods, not different Goods altogether.

20.2    The Seller does not warrant that particular Goods will be available. Any stock indications provided on the Website are estimates only.

20.3    All pricing information on the Website is correct at the time of going online. The Seller reserves the right to change prices and alter or remove any special offers from time to time and as necessary.

21.    Data Protection

21.1    All personal information that the Seller may collect (including, but not limited to, the Customer’s name and address) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and the Customer’s rights under that Act.

21.2    The Seller may use the Customer’s personal information to:

21.2.1    provide the Seller’s Goods to the Customer;

21.2.2    process the Customer’s payment for the Goods; and

21.2.3    inform the Customer of new products and services available from The Seller. The Customer may request that the Seller stop sending the Customer this information at any time. 21.3    In certain circumstances (if, for example, the Customer wish to purchase Goods on credit), the Seller may pass the Customer’s personal information on to credit reference agencies. These agencies are also bound by the Data Protection Act 1998 and should use and hold the Customer’s personal information accordingly.

21.3.1    The Seller will not pass on the Customer’s personal information to any other third parties.

22.    Disclaimer

22.1    Whilst the Seller use all reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, the Customer is strongly advised to take responsibility for the Customer’s own internet security, that of the Customer’s personal details and the Customer’s computers.

23.         Changes to these terms and conditions

23.1            The Seller reserves the right to change the Website, its Content or these terms and conditions at any time. The Customer will be bound by any changes to the terms and conditions from the first time the Customer uses the Website following the changes.  If The Seller is required to make any changes to these terms and conditions pertaining to the sale of Goods by law, these changes will apply automatically to any orders currently pending in addition to any orders placed by the Customer in the future.

24.         Availability of the Website

24.1            The Website is provided “as is” and on an “as available” basis. The Seller gives no warranty that the Website will be free of defects and / or faults. To the maximum extent permitted by the law the Seller provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.

24.2            The Seller accepts no liability for any disruption or non-availability of the Website resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.