1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply products to you.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms or require any changes, please contact us to discuss.
1.3 Application of these terms. These terms apply as follows: if you are a customer, sections 1-15 (inclusive) apply to you. If you are buying products in the course of business, sections 1-3 (inclusive) and sections 16-26 (inclusive) apply to you.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are A-Chem Limited, a company registered in England and Wales with company number 01510555. Our registered office is at Meadow Lane Ind. Est, Dunsford Road, Alfreton, Derbyshire, DE55 7RH.
2.2 How to contact us. You can contact us by telephoning our customer service team at 01773 833881 or by writing to us at email@example.com
2.3 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the product. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because a credit reference we have obtained for you does not meet our minimum requirements, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.3 Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
3.4 We only sell to the UK. Our website is solely for the promotion of our products in the UK. Unfortunately, we do not deliver to addresses outside the UK. If you choose to use any products purchased from us outside of the UK, we cannot be liable for this use and cannot confirm that such products will comply with local regulations in the country of use.
4. OUR PRODUCTS
4.1 Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.
4.2 Product packaging may vary. The packaging of the product may vary from that shown on images on our website.
5. YOUR RIGHTS TO MAKE CHANGES
If you wish to make a change to the product you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the product, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
6. OUR RIGHTS TO MAKE CHANGES
6.1 Minor changes to the products. We may change the product:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example to address a security threat. These changes will not affect your use of the product.
7. PROVIDING THE PRODUCTS
7.1 Delivery costs. The costs of delivery will be as displayed to you on our website.
7.2 When we will provide the products. During the order process we will let you know when we will provide the products to you.
7.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know, and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for, but not received.
7.4 Collection by you. If you have asked to collect the products from our premises, you can collect them from us at any time during our working hours of 8am-5:30pm Monday to Thursday and 8am-4pm on Fridays (excluding public holidays).
7.5 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox, the haulier will leave you a note informing you of how to rearrange delivery or collect the products from a local depot.
7.6 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further re-delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 10.2 will apply.
7.7 When you become responsible for the product. The product will be your responsibility from the time we deliver the product to the address you gave us or you or a carrier organised by you collect it from us.
7.8 When you own goods. You own a product once we have received payment in full.
8. YOUR RIGHTS TO END THE CONTRACT
8.1 You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 11;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause 8.2;
(c) If you have just changed your mind about the product, see clause 8.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;
(d) In all other cases (if we are not at fault and there is no right to change your mind), see clause 8.5.
8.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (d) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an upcoming change to the product or these terms which you do not agree to;
(b) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the products may be significantly delayed because of events outside our control; or
(d) you have a legal right to end the contract because of something we have done wrong.
8.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days from receiving the products, and to receive a refund. Where the products are split into several deliveries over different days, you have until 14 days after the day you (or someone you nominate) receives the last delivery, to change your mind about the products and to request a refund.
8.4 When you don’t have the right to change your mind. You do not have a right to change your mind in respect of:
(a) products sealed, once these have been unsealed after you receive them;
(b) any products which become mixed inseparably with other items after their delivery.
8.5 Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you do not have a right to change your mind (see clause 8.1), you can still end the contract before it is completed, by contacting us to let us know. If you do this, the contract will end immediately and we will refund any sums paid by you for products not provided, but we may deduct from that refund (or, if you have not made an advance payment, charge you).
9. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
9.1 Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
(a) Phone or email. Call customer services on 01773 833881 or email us at firstname.lastname@example.org Please provide your name, home address, details of the order and, where available, your phone number and email address.
(b) By post. Or simply write to us at our contact address as shown on our website. Please provide your name, home address, details of the order and, where available, your phone number and email address.
9.2 Returning products after ending the contract. If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us at A-Chem Ltd, Dunsford Road, Meadow Lane Industrial Estate, Alfreton, Derbyshire, DE55 7RH or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on 01773 833881 or email us at email@example.com for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the goods within 14 days of telling us you wish to end the contract.
9.3 When we will pay the costs of return. We will pay the costs of return:
(a) if the products are faulty or misdescribed; or
(b) if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
9.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
9.5 How we will refund you. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
9.6 Deductions from refunds. If you are exercising your right to change your mind:
(a) We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
9.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 9.2.
10. OUR RIGHTS TO END THE CONTRACT
10.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if you do not, within a reasonable time, allow us to deliver the products to you or collect them from us.
10.2 You must compensate us if you break the contract. If we end the contract in the situation set out in clause 10.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you reasonable compensation for the net costs we incur as a result of your breaking the contract.
11. IF THERE IS A PROBLEM WITH THE PRODUCT
11.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 01773 833881 or write to us at firstname.lastname@example.org; or A-Chem Ltd, Dunsford Road, Meadow Lane Industrial Estate, Alfreton, Derbyshire, DE55 7RH.
11.2 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the product. Nothing in these terms will affect your legal rights.
|Summary of your key legal rights
11.3 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 01773 833881 or email us at email@example.com for a return label or to arrange collection.
11.4 it may be the case that we are required to or choose to recall a product and, if we notify you of such recall, you agree to return any products concerned to us promptly. We will pay for the cost of return and give you a full refund for any products affected.
12. PRICE AND PAYMENT
12.1 Where to find the price for the product. The price of the product (which includes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 12.3 for what happens if we discover an error in the price of the product you order.
12.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
12.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated in our price list, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
12.4 When you must pay and how you must pay. We accept payment by all the major Debit and Credit Cards (online orders only). We do not accept payment via American Express (Amex). You must pay for the products before we dispatch them.
13. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
13.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
13.2 When we are liable for damage to your property. Other than in relation to death or personal injury caused by our negligence, we will not be liable for losses exceeding the sum of £2,000,000.
14. HOW WE MAY USE YOUR PERSONAL INFORMATION
14.1 How we will use your personal information. We will use the personal information you provide to us:
(a) to supply the products to you;
(b) to process your payment for the products; and
(c) if you agreed to this during the order process, to inform you about similar products that we provide, but you may stop receiving these at any time by contacting us.
14.2 We may pass your personal information to credit reference agencies. Where we extend credit to you for the products we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
14.3 We will only give your personal information to third parties where the law either requires or allows us to do so.
15. OTHER IMPORTANT TERMS
15.1 We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
15.2 You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
15.3 Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in clause 15.2 in respect of our guarantee. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
15.4 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
15.5 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
15.6 Which laws apply to this contract and where you may bring legal proceedings. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
16. ADDITIONAL DEFINITIONS
16.1 In these conditions “Business Day” means any day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; “Contract” means any contract for the sale of any goods which incorporates these conditions; “Deliverables” means the deliverables set out in the Order; “Products” means the products (or any part of them) set out in the Order; “Order” means online request for us to provide the Products; “you/your” means the person or firm who purchases the Products under the Contract.
17. BASIS OF CONTRACT
17.1 The Contract constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us, which is not set out in the Contract.
17.2 Any samples, drawings, descriptive matter or advertising issued by us and any descriptions of the Products or illustrations contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.
17.3 These conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
18 . PRODUCTS
18.1 The Products are described in our catalogue or on our website. You shall not, without our prior written consent:
(a) replace, alter, deface, obscure or obliterate any letters, numbers or markings whatsoever which appear on or are fixed to the Products or any of their packaging;
(b) dilute, alter, mix or amend the make-up of any Products or their packaging; or
(c) repackage any Products,
and we shall have no liability to you with regard to any Products in relation to which you are in breach of this clause 18.1.
18.2 You shall not sell or otherwise supply the Products to any third party for use outside of the United Kingdom without our prior written permission, see clause 3.4.
18.3 It is your responsibility to determine the suitably of any Product and you shall apply your own Quality Control Testing and Individual Batch Testing to the Products, and, on demand, provide us with the results of such testing and any retained sample of the Products.
18.4 Any advice given by us to you in relation to the Products, their use and/or application is given to the best of our knowledge and belief, but shall not be binding in any way on us, and we shall have no liability in relation to such advice, unless given in writing by one of our directors.
19. DELIVERY OF PRODUCTS
19.1 We shall ensure that each delivery of the Products is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers, the type and quantity of the Product, special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Products remaining to be delivered; and if we require you to return any returnable packaging material to us, you shall make any such packaging materials available for collection at such times as we shall reasonably request. Returns of packaging materials shall be at our expense.
19.2 If it is agreed that we shall deliver the Products to you, then delivery shall be made to the location set out in the Order or such other location as we may agree, and such location shall be the Delivery Location. If it is agreed that you shall collect the Products from our premises or such other location as advised by us before delivery, then such location shall be the Delivery Location.
19.3 If we are delivering the Products, we shall do so at any time after they are ready.
19.4 If you are collecting the Products, you shall do so within five days of being advised by us that the Products are ready for collection.
19.5 Delivery of the Products shall be completed on the Products’ arrival at the Delivery Location (if we are delivering the Products) or the completion of loading of the Products at the Delivery Location (if you are collecting the Products).
19.6 Any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
19.7 If we fail to deliver the Products, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement products of similar description and quality in the cheapest market available, less the price of the Products. We shall have no liability for any failure to deliver the Products to the extent that such failure is caused by a Force Majeure Event; your failure to provide us with adequate delivery instructions for the Products; or any relevant instruction related to the supply of the Products.
19.8 If you fail to accept or take delivery of the Products within 5 Business Days of us notifying you that the Products are ready, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under the Contract in respect of the Products:
19.8.1 delivery of the Products shall be deemed to have been completed at 9.00 am on the sixth Business Day following the day on which we notified the you that the Products were ready; and
19.8.2 we shall store the Products until delivery takes place, and charge you for all related costs and expenses (including insurance and any re-delivery costs).
19.9 If 10 Business Days after we notify you that the Products are ready, you have not taken or accepted delivery of them, we may resell or otherwise dispose of part or all of the Products and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Products or charge you for any shortfall below the price of the Products.
19.10 You shall not be entitled to reject the Products if we deliver up to and including 10 per cent more or less than the quantity of the Products ordered, but a pro-rata adjustment shall be made to the Order invoice on receipt of notice from you that the wrong quantity of Products were delivered.
19.11 We may deliver the Products by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
20. QUALITY OF PRODUCTS
20.1 Unless stated otherwise, we warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Products shall:
20.1.1 be free from material defects in design, material and workmanship;
20.1.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
20.1.3 be fit for any purpose held out by us in writing.
20.2 Subject to clause 20.3, if:
20.2.1 you give us notice in writing during the warranty period within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 20.1; and
20.2.2 we are given a reasonable opportunity of examining such Products and/or any sample used for the testing of the Products; and
20.2.3 you (if asked to do so by us) return such Products to our place of business at your cost,
we shall, at our option, replace the defective Products, or refund the price of the defective Products in full.
20.3 We shall not be liable for the Products’ failure to comply with the warranty in clause 20.1 if:
20.3.1 you make any further use of such Products after giving a notice in accordance with clause 20.2;
20.3.2 the defect arises because you failed to follow our oral or written instructions as to the storage or use of the Products or (if there are none) good trade practice;
20.3.3 you alter or repair such Products without our written consent; or
20.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
20.4 Except as provided in this clause 20, we shall have no liability to you in respect of the Products’ failure to comply with the warranty set out in clause 20.1.
20.5 The terms of these conditions shall apply to any repaired or replacement Products supplied by us under clause 20.2.
20.6 In the event of any dispute in relation to the quality of the Products, the results of our testing of the Products, or any sample thereof, shall be binding on the parties.
21. TITLE AND RISK
21.1 The risk in the Products shall pass to you on completion of delivery. Title to the Products shall not pass to you until the earlier of us receiving payment in full (in cash or cleared funds) for the Products and any other products that we have supplied to you in which case title to the Products shall pass at the time of payment of all such sums; and you reselling the Products in which case title to the Products shall pass to you at the time specified in clause 21.3.
21.2 Until title to the Products has passed to you, you shall:
a) store the Products separately from all other products held by you so that they remain readily identifiable as our property;
b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products or any IBC;
c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price on our behalf from the date of delivery;
d) notify us immediately if you become subject to any of the events listed in clause 24.1.2 to clause 24.1.11; and
e) give us such information relating to the Products as we may require from time to time.
21.3 Subject to clause 21.4, you may resell or use the Products in the ordinary course of your business (but not otherwise) before we receive payment for the Products. However, if you resell the Products before that time, you do so as principal and not as our agent; and title to the Products shall pass from us to you immediately before the time at which resale by you occurs.
21.4 If before title to the Products passes to You, You become subject to any of the events listed in clause 24.1.2 to clause 24.1.11, then, without limiting any other right or remedy that we may have:
21.4.1 your right to resell the Products or use them in the ordinary course of your business ceases immediately; and
21.4.2 We may at any time:
a) require you to deliver up all Products in your possession which have not been resold, or irrevocably incorporated into another product; and
b) if you fail to do so promptly, enter any of your premises, or of any third party where the Products are stored in order to recover them.
22. CHARGES AND PAYMENT
22.1 The price for Products shall be the price set out in the Order or, if no price is quoted, the price set out in our published price list as at the date of delivery. The price of the Products is exclusive of all costs and charges of packaging, insurance, transport of the Products, which shall be paid by you when you pay for the Products.
22.2 We reserve the right to increase the price of the Products, by giving one month’s notice to you at any time before delivery, to reflect any increase in the cost of the Products to us that is due to:
22.2.1 any factor beyond the our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
22.2.2 any request by you to change the delivery date(s), quantities or types of Products ordered; or
22.3 any delay caused by any instructions by you in respect of the Products or failure of by you to give us adequate or accurate information or instructions in respect of the Products.
22.4 In respect of Products, We shall invoice you on at point of order.
22.5 Unless otherwise agreed in writing, you shall pay each invoice submitted by us:
22.6 Immediately on receipt of the invoice and
22.7 in full and in cleared funds to a bank account nominated in writing by us; and,
time for payment shall be of the essence of the Contract.
22.8 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall, on receipt of a valid VAT invoice from us, pay us such additional amounts in respect of VAT as are chargeable on the supply of the Products at the same time as payment is due for the supply of the Products.
22.9 If you fail to make any payment due to us under the Contract by the due date for payment, then you pay interest on the overdue amount at the rate of 4% per annum above National Westminster Bank’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.
22.10 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. We may, without limiting our other rights or remedies, set off any amount owing to us by you, against any amount payable by us to you.
23. LIMITATION OF LIABILITY
23.1 Nothing in these Conditions shall limit or exclude our liability for death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors; fraud or fraudulent misrepresentation; breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); 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.
23.2 Subject to clause 23.1
23.2.1 we shall under no circumstances whatever be liable to you, 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;
23.2.2 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, for which we are not insured shall in no circumstances exceed £10,000; and
23.2.3 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, for which we are insured shall in no circumstances exceed £2,000,000.
23.3 We shall not be liable for any claim for none or short delivery unless such claim has been received within 3 Business Days of the date of delivery.
23.4 We shall have no liability in relation to any claim for damage to or loss of the Products in any consignment unless such claim is notified to us within 3 Business Days of delivery.
23.5 In the event that you wish to claim that any of the Products are faulty, you shall, at the our request, provide us with a sample of the Products (or any part thereof) in such form as we shall require and we shall, at our own cost, have the right to have such sample independently tested and the results of such independent testing shall be determinative as to whether the Products are faulty.
23.6 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.
23.7 This clause 23 shall survive termination of the Contract.
24.1 Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
24.1.1 the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;
24.1.2 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
24.1.3 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
24.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
24.1.5 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
24.1.6 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
24.1.7 the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
24.1.8 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
24.1.9 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 24.1.2 to clause 24.1.8 (inclusive);
24.1.10 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
24.1.11 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
24.2 Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you, if you fail to pay any amount due under this Contract on the due date for payment.
24.3 Without limiting our other rights or remedies, we may suspend all further deliveries of Products under the Contract or any other contract between us if you fail to pay any amount due under this Contract on the due date for payment; or you become subject to any of the events listed in clause 22.214.171.124.2 to clause 24.1.11; or we reasonably believe that you are about to become subject to any of them.
24.4 On termination of the Contract for any reason:
24.4.1 you shall immediately pay to us all of our outstanding unpaid invoices and interest;
24.4.2 you shall return all of our materials and any Deliverables which have not been fully paid for. If you fail to do so, then we may enter your premises and take possession of them. Until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
24.4.3 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
24.4.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
25. FORCE MAJEURE
25.1 For the purposes of this Contract, Force Majeure Event means an event beyond our reasonable control, including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce 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 or unavailability of any raw material or other element of the Products.
25.2 We shall not be liable to you as a result of any delay or failure to perform our obligations under this Contract as a result of a Force Majeure Event.
25.3 If the Force Majeure Event prevents us from providing any of the Products for more than 6 weeks, we shall, without limiting our other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.
26.1 Assignment and other dealings. We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of our rights under the Contract and may subcontract or delegate in any manner any or all of our obligations under the Contract to any third party. You shall not, without our prior written consent, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of your rights or obligations under the Contract.
26.2 Notices. Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in this clause 26.2; 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. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action
26.3 Severance. 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. If one party gives notice to the other of the possibility that 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.
26.4 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.
26.5 No partnership or agency. Nothing in the Contract 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.
26.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
26.7 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 us.
26.8 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.
26.9 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).