Terms and Conditions for the Supply of Goods

1.INTERPRETATION
1.1In these Conditions the following definitions apply:
The Company means Lan Services Ltd t/a Commercial Washrooms.  Registered in England and Wales under company number 4058689 with registered office and main trading address at Unit B Technology House, Innovation Park, Technology Road, Poole, Dorset, BH17 7DA;
The Customer means the person, company or organisation that purchases the Goods from the Company;
Business Day means a day other than Saturday, Sunday, and public holidays;
Business Hours means 0830-1700 hours on a Business Day;
Conditions means the terms and conditions set out in this document;
Confidential Information means any information disclosed by one (the disclosing party) to another (the receiving party) if the disclosing party has notified the receiving party that the information is confidential, or the information could reasonably be supposed to be confidential;
Contract means the agreement between the Company and the Customer for the sale of Goods incorporating these Conditions;
Credit Account Terms and Conditions means the terms and conditions (that are separate to the Conditions) setting out provisions for the opening, use and termination of a credit account for the Customer;
Force Majeure means an event or sequence of events beyond the Company’s reasonable control preventing or delaying it from performing its obligations under the Contract including (but not limited to) an Act of God, pandemic, epidemic, fire, flood, lightning, earthquake or other natural disaster or general weather conditions, war, riot or civil unrest, strike, lockout or boycott or other industrial action, interruption, delay or failure of supplies to the Company of power, fuel, water, transport, equipment, workmen or telecommunications service, or material required by or for performance of the Contract;
Goods means any goods to be supplied by the Company to the Customer;
Intellectual Property Rights means any design rights, utility models, patents, inventions, logos, business names, trademarks, domain names, copyright, moral rights, rights in databases, source codes, reports, drawings, specifications, know how, trade secrets, rights in software, rights in the nature of unfair competition and the right to sue for passing off and any other equivalent or similar rights to any of the foregoing in any jurisdiction, whether registered or unregistered;
Location means the address for delivery of the Goods as set out in the Order or the Company’s quotation (as applicable);

Order means the Customer’s order for the Goods from the Company;
Quality Assurance Forms means the forms and documentation supplied by the Company to enable the Company to determine whether the Goods meet the requirements set out in the Contract;
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods;
Website means the domain www.commercialwashroomsltd.co.uk, owned and operated by the Company.
1.2Unless the context otherwise requires:
(a)   each gender includes the others;
(b)   the singular includes the plural and vice versa;
(c)   references to persons include individuals, unincorporated bodies, government entities, companies, and corporations;
(d)   clause headings do not affect their interpretation;
(e)   general words are not limited by example;
(f)   references to any legislation will be construed as a reference to that provision as amended, re-enacted, or extended at the relevant time; and
(g)   references to ‘writing’ includes faxes and emails.
2.APPLICATION OF THESE TERMS AND CONDITIONS
2.1These Conditions shall apply and govern the Contract between the Company and the Customer. They supersede any previously issued terms and conditions.  These Conditions shall govern any contract for the sale of Goods by any method, including but not limited to telephone, email, and fax and also via the Website.  
2.2These Conditions will be incorporated in the Contract to the exclusion of all other terms and conditions; no terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of the Contract.
2.3No variation of these Conditions or to an Order, or to a quotation from the Company will be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Company.
2.4Each Order by the Customer to the Company will be deemed to be an offer to purchase Goods subject to the Conditions and will be deemed to have been authorised by an officer of the Customer’s company.
2.5An Order will be accepted by the Company only when, at its discretion, it confirms its acceptance to the Customer in writing.  The Company reserves the right at all times to reject any Order, in whole or in part, at its sole discretion. In the absence of confirmation of acceptance in writing as aforesaid, confirmation shall be deemed to have occurred upon the happening of any of the following events: 
   (i)   receipt by the Company (in full) of payment of the Company’s deposit invoice; 
   (ii)   provision of credit for the Customer, in accordance with the Company’s Credit Account Terms and Conditions; 
   (iii)   provision by the Company to the Customer of a Sales Order, Order Acknowledgment, or Order Confirmation; 
   (iv)   the Company commencing the supply of the relevant Goods to the Customer (including where the Customer already had a credit account with the Company which was in existence at the time the Order was placed and was not subsequently terminated or revoked).
2.6Once confirmation of acceptance has occurred, there will be a binding agreement in place between the Company and the Customer for the supply of the relevant Goods to the Customer. 
2.7No Order which has been accepted by the Company shall be cancelled by the Customer except with the written agreement of the Company.
2.8The Company’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Company in writing. In entering into the Contract, the Customer acknowledges that it does not rely on any such representations which are not so confirmed, but nothing in these Conditions affects either party’s liability for fraudulent misrepresentation.
2.9The Customer shall be responsible to the Company for ensuring the accuracy of any Order and for giving the Company such information as may be necessary for the Company to perform the Contract in accordance with the Conditions.
2.10The Company may at any time on giving written notice to the Customer make any changes to the Goods which are necessary to comply with any applicable safety or other statutory requirements.
2.11Where in the Conditions, any authority, permission, approval, or consent (each an Authority) is required from the Company, the Authority shall be given by a director of the Company or by a person authorised to give the Authority by a director of the Company, and an Authority purported to be given in any other way shall not be binding on the Company. It shall be for the Customer to determine that the person purporting to act on behalf of the Company is properly authorised.
2.12The Customer may only order Goods if the Customer is contracting as a business customer and not as a consumer (within the meaning of the Consumer Rights Act 2015). The Customer will be deemed to be a business customer if purchasing Goods for purposes of business, trade, or profession, rather than for private use.  
2.13At the Company’s discretion, the Goods may be drop-shipped from the manufacturer to the Customer’s nominated delivery address, or from the Company’s warehouse to the nominated delivery address.  The Customer’s Goods may be despatched in multiple / separate deliveries or as one individual consignment.
2.14The Customer must ensure that the terms of the Order and any applicable specification are complete and accurate.
3.TERMINATION OF THESE TERMS AND CONDITIONS
3.1The Contract may be terminated forthwith at any time by the Company giving written notice to the Customer if:
(a)   the Customer commits a material breach (or a series of breaches resulting in a material breach) of the Contract and such breach is not remediable or is not remedied within 10 days of written notice to do so;
(b)   the Customer suspends or threatens to suspend payment of its debts, or is unable to pay its debts as they fall due;
(c)   in the reasonable opinion of the Company there is any risk to the health and safety of the Company’s employees, agents, or subcontractors at the Location (or any other location attended by the Company in the provision of the Goods).
(d) the Customer,
   (i)   negotiates with its creditors for the rescheduling of its debts;
   (ii)   makes a proposal to or compounds with its creditors in respect of its debts other than solely by way of solvent amalgamation or reconstruction, or
   (iii)   makes an application to court for protection from its creditors generally;
(e)   the Customer passes a resolution for winding-up or for the appointment of an administrator, or a liquidator or administrator is appointed in relation to the Customer, or a winding-up order is made in relation to the Customer, other than solely in relation to a solvent amalgamation or reconstruction;
(f)   a receiver or administrative receiver is appointed in relation to the Customer or any of its assets;
(g)   any creditor of the Customer attaches, takes possession of, or any distress, execution or similar process is levied or enforced against, all or any part of the Customer’s assets, and such attachment or process is not discharged within 14 days;
(h)   the Customer takes or suffers any action similar to any of the above in any jurisdiction;
(i)   there is a material change in the management, ownership, or control of the Customer;
(j)   the Customer suspends trading, ceases to carry on business, or threatens to do either;
(k)   the Customer, (being an individual) dies or ceases to be capable of managing his own affairs or there is a petition issued for his or her bankruptcy.
3.2On termination of the Contract for any reason:
(a)   any credit facilities granted to the Customer will terminate immediately and the Customer will immediately pay all invoices of the Company then outstanding;
(b)   the Company will, within 30 Business Days, invoice the Customer for all Goods delivered or provided but not yet invoiced and the Customer will pay such invoice(s) within five Business Days of the date of such invoice;
(c)   the Customer will within five Business Days return all goods of the Company then in its possession or control; if it fails to do so, the Company may enter onto any premises owned by or under the control of the Customer and take possession of said goods;
(d)   the accrued rights and liabilities of the parties will not be affected; and
(e)   any clause which expressly or by implication is to survive termination will do so.
4.THE COMPANY’S OBLIGATIONS
4.1The Company will use reasonable endeavours to pass on any warranty or guarantee for the Goods provided to the Company by the manufacturer of the Goods but gives no assurance that the manufacturer will accede to this; the Company otherwise excludes all warranties and guarantees in respect of the Goods to the fullest extent permitted by law.
4.2The Company will not be liable for any defects arising:
(a)   where such defect arises by reason of fair wear and tear, wilful damage, negligence, or abnormal working or environmental or natural conditions;
(b)   where such defect arises from any drawing, design, information, data, requirement, or specification supplied by the Customer or by a third party on the Customer’s behalf (and for the avoidance of doubt, once drawings have been issued by the Company, the Customer shall be solely responsible for reviewing and approving them in order to ensure that they are correct and complete);
(c)   if the Company has notified the Customer of the possibility of such a defect arising as a result of the Customer’s instructions, requirements, or Order;
(d)   to the extent caused by the Customer’s failure to comply with any instructions of the Company or with any instructions as to the use of Goods set out in any operating or service manuals for the Goods;
(e)   where the defect is due to any act or omission of the Customer or any third party;
(f)   if the total price due to the Company under the Contract has not been paid by the due date for payment;
(g)   if the Customer is otherwise in breach of its obligations under the Contract.
4.3Subject as expressly provided in these Conditions and except where it has been determined legally that the Company has supplied or is supplying Goods to a person dealing as a consumer (within the meaning of the Consumer Rights Act 2015), all other warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
5.THE CUSTOMER’S OBLIGATIONS
5.1Unless the Company has agreed in writing to assume responsibility for any one or more of the matters listed below, the Customer shall in each case at its own cost and expense:
(a)   ensure that each Order and any associated documentation are complete and accurate;
(b)   ensure that any specification or other information which it provides is complete and accurate and contains all information that the Company may require;
(c)   provide the Company with such information as it reasonably requires, co-operate fully with the Company in relation to delivery of the Goods and comply with such instructions that the Company may issue during the provision of the Goods.
5.2It is prohibited to access the Website from territories where its contents are illegal or unlawful. If the Customer accesses the Website from a location outside the United Kingdom, it does so at its own risk and is responsible for compliance with local laws.
5.3The Company shall not be responsible for the provision of ongoing maintenance services, and it is the sole responsibility of the Customer to maintain the Goods in accordance with manufacturers’ recommendations.
5.4The Customer acknowledges that it does not enter into the Contract in reliance on any representation, warranty, or other provision except as expressly provided in these Conditions.
6.DESCRIPTIONS, ILLUSTRATIONS AND REPRESENTATIONS
6.1Any descriptions and illustrations appearing on the Website are approximate only and are intended merely to convey a general description of the Goods; they are not deemed to form any part of any Contract and are not to be regarded as a warranty or representation.
6.2Material finishes and product colours shown on the Website are for illustrative purposes only and can vary when viewed on differing computer equipment. For this reason, the Company cannot guarantee that the Customer’s computer monitor will accurately reflect the true colour and finish of the Goods.
6.3The Company’s employees or agents are not authorised to make any representations concerning the Goods unless one of its directors confirms the representations in writing.
6.4Unless otherwise agreed by the Company in writing, if the Company delivers to the Customer Goods which have dimensions falling within acceptable industry standard manufacturer’s tolerances, the Customer shall not be entitled to object or to reject the Goods or any part of them.
6.5Where the decorative laminates and core materials used to produce the Goods permit, the Goods will comply generally with the quality specification of BS4965. The Company does not warrant that decorative laminates will conform to a particular colour shade or be consistent with a particular colour or pattern. The Company shall not be liable for the distortion or bowing of Goods due to conditions at the Location or at the Customer's storage facility.
7.AVAILABILITY AND DELIVERY
7.1All and any Goods supplied will be deemed delivered on arrival of the Goods at the Location.
7.2All Goods are offered by the Company subject to availability and the Company reserves the right to cancel any order placed by the Customer if the Company has insufficient stock to deliver the Goods Ordered by the Customer.
7.3The Company reserves the right to change product specifications without prior notice and without liability to the Customer either as a result of continuous product development or where changes are necessary to comply with any applicable safety or other statutory requirements.
7.4No Order which the Company has accepted shall be cancelled by the Customer except with the Company’s written agreement, and any costs which have been incurred in connection with the Order will be levied on the Customer.
7.5The Customer’s Order will be fulfilled by the delivery date notified to the Customer or, if no delivery date has been notified to the Customer, then within a reasonable time of the date of the Order.
7.6The Company will deliver the Goods ordered by the Customer to the specified delivery address. It is the Customer’s responsibility to ensure that the delivery address is accurate and complete; the Customer must also ensure that an authorised representative on behalf of the Customer is present to sign for and take delivery of the Goods upon delivery.
7.7Large and/or palletised Goods can only be delivered to the exterior of a ground floor location at the delivery address; the Customer must therefore make their own arrangements at their own risk where the relevant item needs to be transported from the delivery location.
7.8A valid signature will be required on delivery and the Goods must be examined prior to signing. The Customer should not arrange for any Goods to be installed until after the Customer has received the Order and checked all of the Goods for any defects or missing parts.
7.9Any attempted delivery which is refused or otherwise fails at the delivery address will be returned to the Company’s warehouse. In this case a re-delivery charge will be applied. The amount of the re-delivery charge depends on the carrier used to effect re-delivery. If the re-delivery is refused or fails, the Company reserves the right to resell or otherwise dispose of the Goods, and may invoice the Customer:
(a)   for reasonable storage charges and costs of resale; and
(b)   for any shortfall of the resale price below the price that the Customer paid for the Goods.
7.10In the event that the Customer is in breach of the Contract (including without limitation where any sums due to the Customer is not paid in full in cleared funds by the due date for payment), the Company reserves the right to refuse to supply the Customer with any additional Goods, or to suspend the delivery of any Goods, without limiting any other remedy available to the Company. The Company may exercise this right until such time as the breach has been remedied, where such breach is remediable.
7.11Manufacturing of bespoke goods will not commence until such time as the Company receives from the Customer written approval of its drawings and any specifications.
7.12Goods may be delivered by instalments. Any delay in delivery or defect in an instalment will not entitle the Customer to cancel any other instalment.
7.13The Company will use its reasonable endeavours to meet estimated delivery dates, but such dates are approximate only, and time for delivery of Goods is not of the essence.
7.14The Company will not be liable for any delay in or failure of delivery of the Goods caused by:
(a)   the Customer’s failure to:
   (i)   make the Location (or any equipment or items necessary for the delivery of the Goods) available to the Company; or
   (ii)   prepare the Location in accordance with the Company’s instructions as required for the provision of the Goods; or
   (iii)   provide the Company with adequate instructions pertaining to delivery of the Goods, or otherwise relating to the Goods; or
(b)   any delay or failure by any third party to supply goods or services to the Customer; or
(c)   an event of Force Majeure; or
(d)   the Customer requesting additional or alternative Goods which is agreed by the Company; and the Company shall have the right to extend all or any agreed delivery and/or performance timelines as a result of any such failure, delay, event, or request.
7.15If, five Business Days after the due date for delivery of the Goods, the Customer has not accepted delivery of the Goods, the Company may resell or otherwise dispose of the Goods. If such Goods are resold or otherwise disposed of, the Company will:
(a)   invoice the Customer for reasonable storage charges and costs of resale; and
(b)   account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below the price paid by the Customer for the Goods.
7.16The Customer acknowledges that some Goods supplied by the Company are fragile and require delicate handling, which shall be the sole responsibility of the Customer.
8.GOODS, RISK AND TITLE
8.1The Goods will be at the Customer’s risk from the time of delivery.
8.2 Ownership of the Goods will only pass to the Customer upon:
(a)   the Company’s receipt of all sums due in respect of the Goods, including carriage charges, together with;
(b)   all other sums which are, or which become due to the Company from the Customer on any account.
8.3Until ownership of the Goods has passed to the Customer, the Customer must:
(a)   store the Goods (at no cost to the Company) separately from all other goods and any goods of any third party in such a way that they remain identifiable as the Company’s property;
(b)   not destroy, deface, or obscure any identifying mark or packaging on or relating to the Goods, maintain the Goods in satisfactory condition and keep it insured on the Company’s behalf for the full price of the Goods against all risks to the Company’s reasonable satisfaction. On request the Customer shall produce the policy of insurance to the Company; and
(c)   hold the proceeds of the insurance referred to in sub-clause (b)   on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
8.4 The Customer’s right to possession of the Goods shall terminate immediately, if:
(a)   the Customer has a bankruptcy order made against it, or make an arrangement or composition with creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convene a meeting of creditors (whether formal or informal), or enter into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or have a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for winding up or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the Customer’s insolvency or possible insolvency; or
(b)   the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or be obtained against it or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or it ceases to trade, or encumber or in any other way charge the Goods.
(c)   The Customer is late in paying for the Goods; or the Customer is late in paying for any other goods supplied by the Company.  
(d)   before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 8.4 (a)   or (b), or the Company reasonably believes that any such event is about to happen and notify the Customer accordingly, then:
(e)   without limiting any other right or remedy the Company may have, the Company may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, the Company may (during normal business hours and with or without vehicles) enter any premises of the Customer or of any third party where the Goods are stored or kept in order to recover them. The Customer shall not keep the Goods at any premises in respect of which the Customer does not have the right to grant access to the Company.
9.QUOTATIONS, PRICE, AND PAYMENT
9.1Any quotation by the Company for the provision of Goods will be deemed to be:
(a)   an invitation to treat (and shall not be an offer) by the Company to supply Goods on and subject to the Conditions; and
(b)   will be valid for 30 days only from the date of issue (unless otherwise stated on the quotation); and
(c)   subject to adjustment at any time up to delivery of the goods.
9.2Quotations are not binding on the Company and the Customer acknowledges that the Company may need to impose charges in addition to the charges set out in its quotation. The need to impose additional charges can arise for a number of reasons, including (but not limited to) circumstances where:
(a)   the Customer requests additional or different Goods (and the Company has agreed to make such additions or changes);
(b)   additional or different Goods are necessary in the opinion of the Company to comply with applicable health and safety or statutory requirements;
(c)   additional or different Goods are necessary in the opinion of the Company as a result of incorrect or misleading information having been provided to the Company;
(d)   it becomes apparent to the Company that the amount of Goods or the type of Goods needed to satisfy the Customer’s request(s) is different to what was notified to the Company when the quotation was provided;
(e)   the structure or surface to which any Goods are to be affixed is not suitable for that purpose in the opinion of the Company.
9.3Any payments which are to be made under the Contract shall be made at the times and in the amounts stipulated.  Without prejudice to or limiting any other rights that the Company may have, where any sums due to the Company are not paid in full in cleared funds by the due date for payment, the Company may:
(a)   suspend or cancel the supply of Goods to the Customer;
(b)   terminate all and any Contract(s) with the Customer upon giving written notice.
9.4All prices exclude VAT and delivery charges, which will be added to the total amount due.
9.5The Website contains a large number of Goods, and it is always possible that, despite the Company’s best efforts, some of the Goods listed on the Website may be incorrectly priced.  The Company will normally verify prices as part of its dispatch procedures so that, where the correct price of the Goods is less than the stated price, the Company will charge the lower amount when dispatching the Goods to the Customer.  If the correct price of the Goods is higher than the price stated on the Website, the Company will normally, at its discretion, either contact the Customer for instructions before dispatching the Goods, or reject the Order and notify the Customer of such rejection.
9.6The Company is under no obligation to provide the Goods to the Customer at the incorrect (lower) price, even after The Company has accepted the Order, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by the Customer as a mispricing.
9.7The Company accepts payment with credit cards, debit cards, and payment gateways specified on the Website and also by BACS transfer.
9.8Payment is required prior to dispatch unless the Credit Account Terms and Conditions have been agreed.
9.9Credit will only be given where the Customer is permitted to open a credit account with the Company (in accordance with Credit Account Terms and Conditions). The opening, use and termination of a credit account are subject to separate terms and conditions, and credit may be denied in the absence of an agreement with the Customer incorporating the credit account terms and conditions.
9.10All payments must be made in Sterling, and time is of the essence in respect of any payments to be made by the Customer. If the Customer is in default and for each month or part thereof that it remains in default, The Company reserves the right to levy interest (at not less than 8% above the Bank of England’s interest rate in force on the date that any payment to the Company from the Customer becomes due and at any subsequent rate where the Bank of England’s rate changes and the debt remains unpaid) and other charges in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as may be amended from time to time. The Company reserves the right to withhold dispatch of the Goods if the Customer’s account is in arrears.
9.11If any deposit is paid to the Company in respect of the Goods, then such deposit will not be refunded to the Customer under any circumstances. The Company will not pay interest on any deposit held.
9.12The Company shall have a general lien on all goods and property belonging to the Customer and such lien shall be exercisable in respect of all sums lawfully due from the Customer to the Company; the Company shall be entitled on the expiration of fourteen days’ notice to dispose of such goods or property in such manner and at such price as it thinks fit and to apply the proceeds toward such debt.
9.13The Company shall not entertain any request for liquidated damages, nor accept any retentions or withholdings of payment, nor accept any Pay Less Notices issued by the Customer.
9.14All payments by the Customer will be made without set-off or counterclaim, free and clear of and without deductions for any tax, levy, duty, charge, or withholdings of any kind now or in the future.
10.RETURNS AND REFUNDS POLICY
10.1The Company’s returns and refunds policy is as follows:
(a)   returns of non-faulty Goods shall only be refunded or replaced if the Customer contacts the Company within 5 working days following receipt of the Goods, informing the Company of the Customer’s wish to return them. The Goods must be returned in accordance with the Company’s standard authorisation procedure (please contact the Company on 01202 650900 or orders@commercialwashroomsltd.co.uk for details).  Without limitation, the Customer must take reasonable care of the Goods in the Customer’s possession and the Goods must be returned at the Customer’s risk, in the same condition in which the Customer received them and securely re-packed in their original packaging. A handling charge of at least 25% of the invoiced value of the Goods will be levied.  Returns will not be accepted where the original packaging has been damaged.
(b)   Any non-faulty Goods which are non-stock Goods, or which are bespoke, made-to-measure, personalised, customised, made to the Customer’s specification or specially ordered (Restricted Goods) may not be returned;
(c)   If the Customer wishes to return Goods to the Company because they are damaged, missing or defective, any such damage, missing items and or defect must be notified to the Company as soon as possible, but in any event within 2 working days of the date that the Customer discovered or ought to have discovered the damage or defect, (within 24 hours if damage in transit is alleged), and no further use of the Goods must be made following discovery of the damage or defect.  The Company will examine the returned Goods and will notify the Customer of any refund via e-mail within a reasonable period of time.  The Company will usually process the refund due to the Customer as soon as possible and, in any case, within 30 days of the day the Company confirmed to the Customer via e-mail that the Customer was entitled to a refund for the damaged or defective Goods. Goods returned by the Customer because of damage or defect may be replaced or refunded in full, at the discretion of the Company.
(d)   If the Customer wishes to return Goods to the Company because they are believed to be faulty, The Company reserves the right in the first instance to send an engineer to investigate the fault and inspect the Goods at the Location. In these instances, if the inspection finds the fault is a result of incorrect application, maintenance, or installation, or of misuse or vandalism, or any other cause that cannot be reasonably considered to be an inherent fault of the Goods caused by factory workmanship or defect due to non-conforming material, then a charge will be made for this inspection, and the return request will be refused. The Company reserves the right to require payment of this charge upfront prior to inspection and to refund it if/when the Goods are proved to be faulty. Where the dimensions of the Goods fall within acceptable industry standard manufacturer’s tolerances, the Goods shall not be considered faulty and cannot be returned.
(e)   The Company reserves the right to require the Buyer to return the Goods to any UK postal address other than that of the main trading address of the Company.
10.2The Company will usually refund any money received from the Customer using the same method originally used by the Customer to pay for the purchase.
10.3The Customer has an obligation to take reasonable care of the Goods whilst they are in their possession.  The Company may, at its discretion and without limitation, refuse to refund or replace any Goods if the Company considers that the Customer has failed to discharge this obligation.
10.4The Customer must not make any improper use of, or make any unauthorised modifications or repairs to the Goods, and the Customer must otherwise take reasonable care to avoid any risk of damage occurring to the Goods by any means.
10.5Notwithstanding the provisions of clause 10.1.(a)   which relate to fitness for purpose, unless otherwise agreed by the Company in writing in any particular instance, the Customer shall be solely responsible for selecting Goods which are suitable for use for the specific purpose for which they are to be used.
10.6For the avoidance of doubt, if any failure to discharge the obligation in clause 10.3 results in any loss or damage pursuant to clause 10, any such loss or damage may be considered as having been caused by the Customer or contributed to by the Customer.
11.LIABILITY
11.1The Company’s liability to the Customer shall be limited as follows:
(a)   all warranties, representations, terms, conditions, and duties implied by law relating to fitness, quality or adequacy are excluded to the fullest extent permitted by law;
(b)   without prejudice to any of the provisions of this clause 10.1, the Company shall have no liability to the Customer for any:
   (i)   consequential losses;
   (ii)   loss of profits and/or damage to goodwill;
   (iii)   economic and/or other similar losses;
   (iv)   special damages and indirect losses;
   (v)   business interruption, loss of business, contracts and/or opportunity; and/or
   (vi)   inconvenience, delay, or loss of production;
(c)   without limitation to any of the foregoing, the Company’s aggregate liability to the Customer (whether for breach of Contract or for negligence or otherwise howsoever), for any loss or damage of whatsoever nature and howsoever caused, shall be limited to and in no circumstances shall exceed the price of the Goods purchased from the Company; and
(d)   without limitation or prejudice to any of the foregoing, the Customer shall indemnify and hold the Company, its partners, affiliates, officers and their employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising from any breach of the Contract by the Customer, or the infringement by the Customer, or anybody else using the Customer’s account, of any intellectual property or other right of any person or entity.
11.2Nothing in these Conditions shall exclude or limit in any way the Company’s liability:
(a)   for death or personal injury caused by the Company’s negligence;
(b)   under section 2(3) of the Consumer Protection Act 1987;
(c)   for fraud or fraudulent misrepresentation; or
(d)   for any matter for which it would be illegal for the Company to exclude, or attempt to exclude, the Company’s liability.
11.3Without limiting any of the foregoing provisions of this clause 10, the Company shall not be liable for:
(a)   any damage to the Goods arising from the installation of the Goods by the Customer or by a third party on behalf of the Customer;
(b)   any loss, damage or injury to any person, property or thing arising from the installation of the Goods by the Customer or a third party on behalf of the Customer;
(c)   any costs, charges or expenses associated with and/or incurred by the Customer in connection with the installation of the Goods by the Customer or a third party on behalf of the Customer;
(d)   any delay in proceeding with or interruption in continuing with the installation of the Goods by the Customer or by a third party on behalf of the Customer which may have been occasioned by the Company; or
(e)   the suitability of any location, site, or premises at which the Goods are to be installed by the Customer or by a third party on behalf of the Customer.
12.WRITTEN COMMUNICATIONS
Applicable laws require that some of the information or communications the Company may send to the Customer should be in writing.  The Company will contact the Customer by e-mail or provide the Customer with information by posting notices on the Website.  For contractual purposes, the Customer agree to this electronic means of communication and the Customer acknowledge that all contracts, notices, information, and other communications that the Company provide to the Customer electronically comply with any legal requirement that such communications be in writing.  This clause does not affect the Customer’s statutory rights.
13.TRANSFER OF RIGHTS AND OBLIGATIONS
13.1Any Contract between the Customer and the Company is binding on the Customer and the Company and on the respective successors and assigns.
13.2The Customer shall not assign or delegate all or any of their rights or obligations under the Contract without the Company’s prior written consent, such consent not to be unreasonably withheld.
13.3The Company reserves the right to assign, subcontract or transfer all or any of its rights and obligations under the Contract to any person, firm, or company without notice to the Customer.
14.FORCE MAJEURE
14.1The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under the Contract that is caused by events outside its reasonable control (Force Majeure Event).
14.2A Force Majeure Event includes any act, event, non-happening, omission, or accident beyond the Company’s reasonable control and includes in particular (without limitation) the following:
(a)strikes, lockouts or other industrial action;
(b)civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c)fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, or other natural disaster;
(d)impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e)impossibility of the use of public or private telecommunications networks; or
(f)the acts, decrees, legislation, regulations, or restrictions of any government.
14.3The Company’s performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues.  The Company will use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under the Contract may be performed despite the Force Majeure Event.
15.WAIVER
15.1If the Company fails, at any time during the pendency of the Contract, to insist upon strict performance of any of the Customer’s obligations under the Contract or any of these Conditions, or if the Company fails to exercise any of the rights or remedies to which The Company is entitled under the Contract, this shall not constitute a waiver of such rights or remedies and shall not relieve the Customer from compliance with such obligations.
15.2A waiver by the Company of any default shall not constitute a waiver of any subsequent default.
15.3No waiver by the Company of any of these Conditions shall be effective unless it is expressly stated to be a waiver and is communicated to the Customer in writing in accordance with clause 12 above.
16.SEVERABILITY
If any of these Conditions or any provisions of the Contract are determined by any competent authority to be invalid, unlawful, or unenforceable to any extent, such term, condition, or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
17.ENTIRE AGREEMENT
17.1These Conditions and any document expressly referred to in them represent the entire agreement between the Company in relation to the subject matter of any Contract and supersede any prior agreement, understanding or arrangement between the Company, whether oral or in writing.
17.2Both the Company and the Customer each acknowledge that, in entering into a Contract, neither has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations prior to such Contract except as expressly stated in these Conditions.
18.RIGHT TO VARY THESE CONDITIONS
18.1The Company has the right to revise and amend these Conditions from time to time to reflect changes in market conditions affecting its business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in its system's capabilities.
18.2The Customer will be subject to the policies and Conditions in force at the time that the Customer ordered Goods from the Company, unless any change to those policies or these Conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by the Customer), or if the Company notifies the Customer of the change to those policies or these Conditions before the Company accept the Order.
19.DISPUTES
19.1In the event of any dispute arising between the Customer and the Company, the matter will be referred to a director who shall endeavour to resolve the dispute in good faith.
19.2Should for any reason the dispute continues, then both the Customer and the Company agree to submit the matter to mediation on the following basis:
(a)   an independent professional person experienced in mediation proceedings (Mediator) shall be chosen by mutual agreement or, if The Company is unable to agree upon a Mediator or if the Mediator agreed upon is unable or unwilling to act, either party may apply to the President for the time being of the Law Society of England & Wales to appoint a Mediator;
(b)   the Company and the Customer shall both meet with the Mediator as soon as practicable in order to agree a programme for the exchange of all relevant information and the structure to be adopted for negotiations to be held;
(c)   the mediation shall be held in England; and
(d)   unless otherwise agreed, all negotiations connected with the dispute and any settlement agreement relating to it shall be conducted in confidence and without prejudice to the rights of the parties concerned in any future proceedings.
19.3In the case of the non-payment by the Customer of any part of the price of the Goods (including all amounts for VAT (or similar sales tax), delivery, packaging, carriage, import duties and insurance), the Company may elect at its discretion to take appropriate recovery action without first raising the matter as a dispute.
20.INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION
20.1The Customer acknowledges the Company’s ownership of any Intellectual Property Rights in any Goods provided to the Customer pursuant to the Contract and agrees not to contest the Company’s ownership or use of any such Intellectual Property Rights. The Customer shall not acquire any such Intellectual Property Rights or any licence or grant of rights therein, nor shall the Customer register or attempt or permit to be registered, any such Intellectual Property Rights or any licence or grant of rights therein. The Customer further acknowledges that any and all Intellectual Property Rights developed by the Company in providing any Goods shall become vested and shall vest in the Company absolutely.
20.2If any Goods are to be supplied by the Company in accordance with any express or implied instructions of the Customer (including but not limited to any specifications or drawings submitted by the Customer), the Customer shall hold the Company harmless and shall fully and promptly indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any Intellectual Property Right of any other person which directly or indirectly results from the  Customer’s instructions.
20.3The Customer and the Company agree that in the course of the Company providing Goods to the Customer, the parties may disclose to each other certain Confidential Information. The Customer and the Company agree that each party will maintain the Confidential Information’s confidentiality and not disseminate it to any third party without the disclosing party’s prior written consent, save that this obligation shall not apply to any Confidential Information that either party has a duty (whether legal or otherwise) to communicate or that is in the public domain or is already in the receiving party’s possession through no fault of the receiving party. Neither party shall use any Confidential Information for any purpose other than the discharge of its obligations under the Contract.
21.LAW AND JURISDICTION
The Contract will be governed by English law.  Any dispute arising from, or related to, the Contract shall be subject to the exclusive jurisdiction of the Courts of England and Wales.
22.WAIVER
No delay, act, or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
23.RIGHTS OF THIRD PARTIES
The Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
24.PRIORITY
The terms of these Conditions shall prevail over those of the Order.
25.ENTIRE AGREEMENT
The Contract constitutes the entire agreement between the parties in relation to its subject matter. With exception of the Credit Account Terms and Conditions, no other terms apply.
26.SUCCESSION AND ASSIGNMENT
This Contract will bind and benefit each party’s successors and personal representatives. The Customer may not assign any of its rights or obligations under this Agreement.