CUSTOMER TERMS AND CONDITIONS
Please read the following Terms and Conditions carefully. They contain important information about your rights and obligations. We recommend that you keep a copy of these Terms and Conditions and (if this document is not in hard copy form) that you print out these Terms and Conditions from the Site by clicking on the print icon on your browser so that you can keep them for your future reference.
1 ABOUT US AND THESE TERMS & CONDITIONS
1.1 Who we are: "We" or "us" are UK Flooring Direct Ltd, a company registered in England with registered number 05542003 whose registered office is at Key Park, Zone 1a Bayton Road, Exhall, Coventry, CV7 9EL. If you have any comments or suggestions, we would be pleased to receive them at our main address or by emailing us at firstname.lastname@example.org. Alternatively, you may fax us on 02476 397 828.
1.2 Scope of these Terms and Conditions: These Terms and Conditions govern the supply by us of any product ordered by you, whether on the http://www.ukflooringdirect.co.uk/ web site (the "Site") or by telephone. Any particular individual product that you order at any one time from us is referred to in these Terms and Conditions as the "Product". Further details of the Product can be obtained by reviewing the Site or looking in the materials applicable to the Product (which may be available from us on request). By agreeing to order a Product, you agree to be legally bound by these Terms and Conditions.
1.3 Changes to these Terms and Conditions: We reserve the right to amend these Terms and Conditions at any time. All amendments to these Terms and Conditions will be posted on-line. However, continued use of the Site will be deemed to constitute acceptance of the new Terms and Conditions. No other terms or changes to the Terms and Conditions shall be binding unless agreed in writing signed by us.
1.4 Definitions and Interpretation: In these Terms and Conditions:
1.4.1 "Acknowledgement" means our acknowledgement of your Order;
1.4.2 a "Business Day" means a day which is neither (a) a Saturday or Sunday nor b) a public holiday in the United Kingdom;
1.4.3 "Confirmation of Order"means our written or electronic communication to you in which we accept your Order in accordance with clause 3.9;
1.4.4 the "Contract" means your order of a Product in accordance with these Terms and Conditions which we accept in accordance with clause 3.9 below. If you order more than one unit of Product, each Product ordered will constitute a separate Contract;
1.4.5 "Order" means the order submitted by you to us or the Site to purchase a Product from us either online or by telephone;
1.4.6 "Order Form" means the physical order form in the form supplied or approved by us, on which you may place Orders;
1.4.7 "you" means the customer who orders a Product from us, whose details are more particularly set out on the Site or on the Order Form;
1.4.8 references to “clauses” are to clauses of these Terms and Conditions;
1.4.9 headings (including headings within individual clauses) are for ease of reference only and shall not affect the interpretation or construction of the Terms and Conditions;
1.4.10 words imparting the singular shall include the plural and vice versa. Words imparting a gender shall include every gender and references to persons shall include an individual, company, corporation, firm or partnership;
1.4.11 references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification); and
1.4.12 references to “includes” or “including” or like words or expressions shall mean without limitation.
2.1 Accepting these Terms and Conditions: These Terms and Conditions shall apply to all Orders and to all Contracts made or to be made by us for the sale and supply of Products. When you submit an Order to us, give any delivery instruction or accept delivery of the Products, this shall always constitute your unqualified acceptance of these Terms and Conditions. Where you are a consumer, nothing in these Terms and Conditions affects your statutory rights (including the right to insist that goods you buy from businesses must correspond with their description, be fit for their purpose and be of satisfactory quality).
2.2 These Terms and Conditions take priority: These Terms and Conditions shall prevail over any separate terms put forward by you. Any conditions that you submit, propose or stipulate in whatever form and at whatever time, whether in writing, by email or orally, are expressly waived and excluded. If you give us a purchase order (other than in the form of the Order), this is purely for your administrative purposes and shall not form part of the Contract.
2.3 Ignoring statements not in these Terms and Conditions: Without affecting your statutory rights if you are a consumer, no statements made by our employees, contractors or agents or contained in any brochures, catalogues, sales literature or correspondence are intended to have any legal effect unless expressly agreed in writing by us or referred to in the Contract.
2.4 No Contract for sales by sample: Unless expressly agreed by us in writing to that effect, no Contract shall be a sale by sample.
3 MAKING ORDERS OF PRODUCTS
3.1 Procedure for making an Order: When making an Order, you must:
3.1.1 if placing the Order by telephone, provide the necessary details requested by our sales team; or
3.1.2 if placing the Order online, follow the instructions on the Site or on the Order Form as to how to make your Order and for making changes to your Order before you submit it to us or the Site.
3.2 Price: Irrespective of any previous price you have seen or heard, once you select a Product that you wish to Order, you will then be shown or told (on the Order Form or the Site or by our sales team) the charges you must pay including VAT, if applicable, and any applicable delivery charges. Unless otherwise stipulated on the Site or the Order Form or agreed in writing by us, all charges are in the currency then in force in England (i.e. currently pounds sterling). Subject to clause 3.11 below, this is the total that you will pay for receipt of the ordered Product.
Delivery to UK addresses: For delivery to UK addresses, an interactive map of the UK will give you the minimum delivery charge for your postcode. This can be found here. Alternatively, you may stipulate when you place your Order that you would like to collect the Product from our distribution centre (located at UK Flooring Direct Ltd, Zone 1a Bayton Road, Exhall, Coventry, CV7 9EL, a map of which can be found here), in which case there will be no delivery charges applicable to your Order. In such a case, any delivery charge will always be a minimum of £45 (which is the smallest delivery charge), and subject to that minimum will be based on:
3.3.1 the postcode location of the delivery address you provide when placing your Order; and
3.3.2 the weight of the Product that you have ordered.
Free Delivery: When a 'Free Delivery' promotion is advertised this applies to Standard UK Delivery Booked Day Service only. This service costs £45 plus VAT and the lead time is usually 2 - 3 business days. Should standard delivery not be available to your location then your delivery charge will be appropriate toward the postcode entered in your delivery address. This promotion can not be used in conjunction with any other offer.
Delivery to non-UK addresses: Please note that we do accept Orders from registered addresses outside the UK via our Site (and also other than via the Site). However, in such a case, although we can deliver to a UK address or you can pick up the delivery from our Coventry site (as above), in addition, if you want delivery to a non-UK address, you must contact us to ask for the delivery prices to a non-UK address, which we will find out and tell you if you ask.
3.4 Payment methods: You shall pay for the Product in full at the time of ordering by supplying us with a cheque or your credit or debit card details from a credit or debit card company acceptable to us, which we require in order to process your Order. Alternatively, you may pay by any method that we have said is acceptable to us, but in any event (unless otherwise agreed by us in writing) we shall not be bound to supply before we have received cleared funds in full. We may need to run credit checks or other anti-fraud checks in certain cases, for example, if the billing address does not match the delivery address – and you agree to cooperate with these checks.
3.5 Permission to pay: If you are asked for details of a payment card or a cheque, you must be fully entitled to use that card and account. The card and account must have sufficient funds to cover the proposed payment to us.
3.6 Correct details: You undertake that all details you provide to us for the purpose of purchasing the Product from us will be correct, that the credit or debit card, or account or other payment method, which you use, is your own and that there are sufficient funds or credit facilities to cover the cost of the Product. We reserve the right to obtain validation of your credit or debit card details before providing you with the Product.
3.7 Being bound by these Terms and Conditions: When you submit an Order to us or the Site, you agree that you do so subject to these Terms and Conditions current at the date you submit your Order. You are responsible for reviewing the latest Terms and Conditions each time you submit your Order.
3.8 Your Order is an offer to buy: Your Order remains valid as an offer until we issue our Confirmation of Order or, if earlier, when we receive your notice revoking your Order.
3.9 Acceptance of your Order: We shall not be obliged to supply the Product to you until we have accepted your Order. Unless expressly stating that we accept your Order, an email, letter, fax or other Acknowledgement of your Order by us is purely for information purposes and does not constitute the Confirmation of Order. In that Acknowledgement, we may give you an Order reference number and details of the Product you have ordered. We may, in our discretion, refuse to accept an Order from you for any reason, including unavailability of supplies or we may offer you an alternative Product (in which case we may require you to re-submit your Order first). The Contract shall be formed and we shall be legally bound to supply the Product to you when we accept your Order. Acceptance shall take place when we expressly accept your order by email, letter or fax to you, in the form of a document called a “Confirmation of Order” stating that we are accepting your Order. Our Confirmation of Order shall be deemed to come into effect when it has been despatched by us. Without affecting your obligation to pay us earlier, we may send an invoice to you at any time after we have accepted your Order. Until the time when we accept your Order, we reserve the right to refuse to process your Order and you reserve the right to cancel your Order. If we or you have cancelled your Order before we have accepted it, then we will promptly refund any payment already made by you or your credit or debit card company to us for the order of the Product.
3.10 Mistakes in an Order: If you discover that you have made a mistake with your Order after you have submitted it to us or the Site, please contact email@example.com or 0844 327 4444 immediately.
3.11 Accuracy of prices: We try very hard to ensure that the price given to you is accurate, but the price of your Order will need to be validated by us as part of our acceptance procedure. If the price for the Order changes before we accept your Order, we will contact you and ask you to confirm that you wish to proceed at the amended price.
3.12 Cancelling before despatch: If you wish to cancel your Order after you have received the Confirmation of Order but before the Product has been despatched to you, we will refund the payment made by you or your credit or debit card company to us, for our sale of the cancelled Product, within 2 Business Days of our receipt of your notice of cancellation. You must send your notice of cancellation by email to firstname.lastname@example.org or by fax to 02476 397 828, in each case quoting our order reference number and delivery details.
3.13 A record of your order: We keep an electronic copy of the contract between us for any Order and we will send you, by email, both the details of your Order and a copy of the current Terms and Conditions that apply to that Order. Of course, you can also find the current Terms and Conditions here at all times and details of all your recent Orders can be found in your Account (accessed with your customer login).
4 PRICE PROMISE GUARANTEE
4.1 Our Price Promise Guarantee!: If you see or buy a Product on the Site and find it cheaper elsewhere, as long as that cheaper price is inclusive of VAT and include applicable delivery costs, we will:
4.1.1 sell the Product to you at that cheaper price less a further discount of 5% of the cheaper price; or
4.1.2 if you have already purchased the Product on the Site, if you report the cheaper price to us within 28 days of receiving the Product from us, we’ll refund you the difference between the price you paid for the Product and the cheaper price you have seen less a further discount of 5% of the cheaper price,
(the “Price Promise Guarantee”).
4.2 Scope of Price Promise Guarantee: The Price Promise Guarantee applies only to identical products and goods in stock immediately available (and not on request) from online competitors who sell to consumers. The product or goods must be priced fully and accurately.
4.3 How to claim: In order to submit your Price Promise Guarantee claim, please contact us at:
Fax: 02476 397 828
Clearly stating the details of the Product, the competitor, the cheaper price you have seen, where you saw the cheaper price and the date on which you saw the cheaper price. If we (i) accept your Price Promise Guarantee claim and you are yet to buy the Product, you will be able to place an Order for the Product at the reduced price detailed under clause 4.1.1; or (ii) accept your Price Promise Guarantee claim and you have already purchased the Product, we will refund the difference, as detailed under clause 4.1.2, to you within 14 days of our acceptance of your claim.
4.4 What the Price Promise Guarantee does not apply to: The Price Promise Guarantee does not apply to:
4.4.1 any special, promotional or discounted offers given by competitors; or
4.4.2 any competitors who are in administration or closing down.
5 DELIVERY OF THE PRODUCT
5.1 Delivery: We aim to deliver the Product to you at the kerb-side at the nearest access point for our delivery lorry to the place of delivery requested by you in your Order. You must arrange for the transport of the Product from the kerb-side once it has been unloaded from the delivery lorry.
5.2 Details when you place your Order: When you place your Order you must inform us if you have any doubt whether our delivery lorry will be able to access the place of delivery you stipulate in that Order due to, for example, size or weight restrictions. If we cannot access the place of delivery that you stipulate in your Order due to the size of our delivery lorry, to the extent permitted by law, we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses arising out of:
5.2.1 non-delivery of the Product; or
5.2.2 delivery of the Product at a place different to the place of delivery that you stipulate in your Order.
5.3 Accepting delivery: We cannot leave Products at places of delivery stipulated in your Order if you, or someone you have authorised to accept delivery, is not present to accept delivery. Anyone at the delivery address will be deemed to be authorised to accept delivery.
5.4 Timeframe: We aim to deliver within the timeframe indicated by us at the time of your Order (and updated in the Confirmation of Order) but we cannot promise an exact date at the time of your Order or at the Confirmation of Order. When you place your Order you are able to provide a preferred delivery date, and, once the Confirmation of Order has been sent, we will contact you to either confirm that your preferred date is possible or to arrange an alternative date. We always aim to deliver in accordance with any confirmed delivery date we have given to you for any Order which we accept but we cannot guarantee any firm delivery dates and we suggest that, if you require an installation specialist to install the Product, you make arrangements for the installation only once you have received delivery of the Product.
5.5 Next day delivery details: Next day delivery can be requested for Orders. However, we only offer next day delivery for Orders placed by phone (and for which we have received full payment) before 5pm. Next day delivery is not available for Orders placed on Saturdays, Sundays or Bank Holidays. Finally, Next day delivery is always subject to availability of stock, subject to a surcharge and is always dependent on where the delivery location is as to whether we can offer it.
5.6 Delivery times: We aim to deliver between the hours of 8am and 6pm on Business Days and between the hours of 8am and 4pm on Saturdays. (Please note that delivery on Saturdays is available for Orders by phone only and is always subject to availability of stock, subject to a surcharge and is always dependent on where the delivery location is as to whether we can offer it. Specific estimates for the time of delivery on any delivery date cannot be given.
5.7 Unable to meet estimated delivery date: We shall aim to let you know if we expect that we are unable to meet our estimated delivery date, but, to the extent permitted by law, we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses arising out of late delivery.
5.8 Accepting delivery: On delivery of the Product, you are required to sign for delivery. You agree to inspect the Product for the correct quantities and any obvious faults, defects or damage before you sign for delivery. If the Product does have an obvious fault, defect or damage on delivery, you must stipulate that the Product is faulty, defective or damaged when you sign for delivery; a failure to stipulate this will mean that we cannot replace the faulty, defective or damaged Product. You need to keep receipt of the delivered Product in case of future discussions with us about it. You must submit any claim to us for faulty, defective or damaged Products within 14 days of delivery of the Product to you in accordance with this clause to the following contact details:
Phone: 0844 327 4444
Fax: 02476 397828
If you do report a faulty, defective or damaged product to us, clause 8 applies.
5.9 Difficult locations: Please note that it might not be possible for us to deliver to some locations. If this is the case, we will inform you using your contact details and arrange for cancellation of the Order or an alternative delivery address.
5.10 Packaging: We deliver in our standard packaging. Any special packaging requested by you is subject to additional charges. It is your responsibility to dispose of all packaging (e.g. pallets, packaging etc.).
5.11 Risk: All risk in the Product shall pass to you upon delivery, except that where delivery is delayed due to your breach of your obligations under the Contract, risk shall pass at the date when delivery would have occurred but for your breach. From the time when risk passes to you, we will not be liable for loss or destruction of the Product.
5.12 Care when opening: You must take care when opening the Product so as not to damage it, particularly when using any sharp instruments.
5.13 Readiness to receive Products: You shall ensure that you are ready for safe receipt of the Product without undue delay and at any time reasonably specified by us.
5.14 If you are not around: If you are not available to take delivery, we may leave a card giving instructions on redelivery from the carrier. We may also pass on any costs incurred by us as a consequence of no-one being available to take delivery.
5.15 Refusal to accept delivery: If delivery or collection is delayed through your unreasonable refusal to accept delivery, if you are not at the place of delivery stipulated in your Order on the delivery date that we agree with you, if you refuse to sign for the delivery of the Product on delivery or if you do not (within two weeks of our first attempt to deliver the Product to you) accept delivery or collect the Product from the carrier, then we may (without affecting any other right or remedy available to us) do either or both of the following:
5.15.1 charge you for our reasonable storage fee and other costs reasonably incurred by us, including, but not limited to, redelivery costs; and
5.15.2 no longer make the Product available for delivery or collection and notify you that we are immediately cancelling the Contract, in which case we will refund to you or your credit or debit card company as applicable any money already paid to us under the Contract, less our reasonable administration charges (including for attempting to deliver and then returning the Product).
5.16 When you own Products: You shall own the Product on the later of when we deliver it to you and when we receive payment in full for the Products (including VAT and delivery charges).
5.17 Do the Products meet your needs?: It is your responsibility to ensure that the Products are sufficient and suitable for your purposes and meet your individual requirements. We do not warrant that the Products will meet your individual requirements. You acknowledge that the Products are standard and not made bespoke to fit any particular requirements that you may have.
6 SAMPLES AND COLOURING
6.1 Samples: Samples of Products may be provided out of stock on request through the Site or by telephone. Samples are provided for guidance only. Samples of a Product may differ as our Products are natural and no two samples of the same Product will be identical. Samples may be subject to a small fee for postage and packing. Only 3 samples can be ordered at any one time.
6.2 Colouring: The colouring of products as shown on the Site may vary from the Product delivered to you due to limitations in the software or hardware you use to access the Site.
7 RETURNING THE PRODUCT WITHOUT FAULT
7.1 NOT AFFECTING YOUR STATUTORY RIGHTS: THE REMEDIES IN THIS CLAUSE 7 ARE ADDITIONAL TO AND DO NOT AFFECT YOUR STATUTORY RIGHTS, UNDER WHICH YOU MAY HAVE THE RIGHT TO INSIST THAT GOODS THAT YOU BUY FROM BUSINESSES MUST CORRESPOND WITH THEIR DESCRIPTION, BE FIT FOR THEIR PURPOSE AND BE OF A SATISFACTORY QUALITY. THIS CLAUSE 7 ONLY APPLIES IN RESPECT OF PRODUCTS WHICH ARE NOT FAULTY.
7.2 Right to cancel: If you are contracting as a consumer, you may cancel a Contract at any time within 14 days, beginning on the day after you received the Product. In this case, you will receive a full refund of the price paid for the Products in accordance with our refunds policy (set out in clause 9 below). Details of your right of cancellation, and an explanation of how to exercise it, are provided in the Confirmation of Order. This provision does not affect your other statutory rights as a consumer.
7.3 How to cancel: To cancel a Contract as detailed under the previous clause, you must inform us in writing. You must also arrange prompt delivery of the Products back to us as soon as reasonably practicable, and at your own cost. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
7.4 Packaging returned Products: If you return any Product because you have cancelled a Contract, you must ensure that it is adequately packaged and carriage has been paid. We shall not accept any responsibility for damage caused by inadequate packaging by you.
8 FAULTY PRODUCTS
8.1 Quality of Products: We warrant that:
8.1.1 the Product will be delivered undamaged in the quantities ordered; and
8.1.2 the Product will conform with the manufacturer's latest published instructions as set out on the Site or in our Product materials at the time of your Order.
8.2 Use of Products: The Product is intended to be used strictly in accordance with the manufacturer's latest published instructions as set out on the Site or as set out in any user instructions sent to you with the Product. It is the user's responsibility to ensure that he or she uses the Product strictly in accordance with those instructions.
8.3 Minor Adjustments: Before delivery, we may make minor adjustments to material, colour, weight, measurements, design and other features to the extent that they are reasonable.
8.4 Inspection: We try very hard to deliver Products in excellent condition. However, if you tell us that any Product is faulty, you agree to keep the Product in its current condition available for us (or our agent) to inspect within a reasonable time.
8.5 Assistance to remedy faulty Products: In order to provide you with any remedies for a faulty Product, we may need your assistance and prompt provision of certain information regarding the Product, including:
8.5.1 you specifying with reasonable detail the way in which it is alleged that the Product is damaged or defective;
8.5.2 you providing to us photographic evidence, on request; and
8.5.3 you providing us with the delivery note number and such other information as we reasonably require.
8.6 When we won’t repair, replace or refund: If you would like us to repair, replace or provide a refund for the Product where it did conform to the Contract, or we find that the Product has:
8.6.1 been misused, abused or subjected to neglect, improper or inadequate care, carelessness, damage or abnormal conditions; or
8.6.2 been involved in any accident or damage caused by an incorrect attempt at modification or repair; or
8.6.3 been dealt with or used contrary to our or the manufacturer's instructions for the Product; or
8.6.4 deteriorated through normal wear and tear;
after delivery by us, we may at our discretion decide not to repair, replace or refund you for the Product and/or we may require you to pay all reasonable carriage costs and servicing costs at our current standard fees and costs and charge this to your credit or debit card, and, to the extent permitted by law, we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses as a result.
8.7 What we don’t limit or exclude liability for: Nothing in these Terms and Conditions excludes or limits our liability for death or personal injury caused by our negligence, for fraud, for breach of Section 12 of the Sale of Goods Act 1979 or for any other liabilities that we cannot exclude at law.
9.1 Returns: If you return a Product to us:
9.1.1 because you have cancelled the Contract between us within the 14-day cooling-off period (see clause 7.2), we will process the refund due to you as soon as possible after they have been safely returned and, in any case, within 30 days of the day on which you gave us notice of cancellation. In this case, we will refund the price of the Product in full, including any applicable delivery charges. However, you will be responsible for the cost of returning the Product safely to us; or
9.1.2 for any other reason (for instance, because you consider that the Product is defective under clause 8), we will examine the returned Product and will notify you of your refund via e-mail within a reasonable period of time. We will usually process any refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via e-mail that you were entitled to a refund. We will refund the price of a defective Product in full including any applicable delivery charges.
9.2 Refunds: We will usually refund any money received from you using the same method originally used by you to pay for your purchase - except if payment was in cash, in which case we will issue a cheque.
10 REGISTRATION FOR THE SITE
10.1 Need for an Account: If you would like to place an Order through the Site, you will need to register for an account on the Site (an “Account”) which you will be able to access on the Site through the “My Account” part of the Site. To register you need to supply us with your name, postcode and email address and possibly some other personal information. See our Privacy and Cookies Policy for more details about this.
10.2 Registration details: Once you register with the Site, you will be asked to create a username for, and allocate a password to, your Account. You must keep the password confidential and immediately notify us if any unauthorised third party becomes aware of that password or if there is any unauthorised use of your email address or your Account or any breach of security known to you. You agree that any person to whom your user name or password is disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) your Account. Please note that you are entirely responsible if you do not maintain the confidentiality of your password.
10.3 Email addresses: You must be registered with a valid personal email address that you access regularly, so that, among other things, administration emails can be sent to you. Any Accounts which have been registered with someone else's email address or with temporary email addresses may be closed without notice. We may require you to validate Accounts at registration or if we believe you have been using an invalid email address.
10.4 Closing Accounts: We reserve the right to close your Account if a non-UK user pretends to be a UK User, or disrupts the Site in any way.
11 INFORMATION AND NEWSLETTERS
11.1 Mailing lists: When you place an Order, we will add your details to our mailing lists for news, updates, promotions and voucher codes. Our use of your personal data shall be in compliance with our Privacy and Cookies Policy.
11.2 Unsubscribing: Any information or newsletter that we send to you will contain information for you to unsubscribe from our mailing list. Alternatively, to unsubscribe contact us on 0844 327 0000 or by logging in to your account.
12 CIRCUMSTANCES BEYOND OUR CONTROL
12.1 Circumstances beyond our control: We shall not be liable to you for any breach, hindrance or delay in the performance of the Contract attributable to any cause beyond our reasonable control, including any Act of God, actions of third parties (including without limitation hackers, suppliers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil commotion, war, hostilities, warlike operations, national emergencies, terrorism, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, epidemic, fire, explosion, storm, flood, drought, weather conditions, earthquake, natural disaster, accident, mechanical breakdown, third party software, failure or problems with public utility supplies (including general: electrical, telecoms or Internet failure), shortage of or inability to obtain supplies, materials, equipment or transportation ("Event of Force Majeure"), regardless of whether the circumstances in question could have been foreseen.
12.2 Terminating: Either you or we may terminate the Contract immediately by written notice to the other in the event that the Event of Force Majeure lasts for a period of two Business Days or more, in which event neither you nor we shall be liable to the other by reason of such termination (other than for the refund of a Product already paid for by you and not delivered).
12.3 Choosing who to supply: If we have contracted to provide identical or similar Products to more than one buyer and are prevented from fully meeting our obligations to you by reason of an Event of Force Majeure, we may decide at our absolute discretion which contracts we will perform and to what extent.
13 DEFAULT, WINDING UP
13.1 Breach or debt: If you:
13.1.1 are in breach of any or your obligations under the Contract; or
13.1.2 are unable to pay your debts or have a petition for administration or winding up presented against you or commence winding up proceedings or have a receiver or manager appointed over any of your property or assets or are the subject of a bankruptcy petition or enter into any composition with creditors generally or take or suffer any steps preparatory thereto or if any distress or execution is levied or threatened to be levied on any of your property or assets;
we may terminate the Contract immediately on giving notice in writing and retain any advance payment and you shall indemnify us against all claims, losses, damages, liabilities, costs and expenses of whatsoever nature resulting from any such termination and all sums due to us from you shall become immediately payable.
13.2 Effect of termination: Termination of the Contract shall be without prejudice to any accrued rights or remedies of either you or us. Termination of the Contract will not affect the coming into force or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.
14.1 Form of notice: Any notice under the Contract shall be in writing and may be served by personal delivery or by pre-paid or recorded delivery letter or by facsimile or email addressed to the relevant party at the address or facsimile number of the relevant party last known to the other.
14.2 When notices are effective: Any notice given by post shall be deemed to have been served two Business Days after the same has been posted and any notice given by facsimile shall be deemed to have been served upon receipt of an answerback signal from the receiving machine and any notice given by email shall be deemed to have been served when the email has been proved to be received by the recipient’s server, and in proving such service it shall be sufficient to prove that the letter or facsimile was properly addressed or numbered and, as the case may be, posted as a prepaid or recorded delivery letter or despatched or an answerback signal received.
15.1 Keeping records: We shall keep a record of your order and these Terms and Conditions until six years after we have accepted your Order. However, for your future reference, we advise you to print and keep a copy of these Terms and Conditions, your Order, the Acknowledgement and the Confirmation of Order.
15.2 Non-waiver of rights: No failure or delay by either party in exercising any right under the Contract shall operate as a waiver of such right or extend to or affect any other or subsequent event or impair any rights or remedies in respect of it or in any way modify or diminish your or our rights under the Contract.
15.3 Unenforceability: If any clause in these Terms and Conditions shall become or shall be declared by any court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall in no way affect any other clause or part of any clause, all of which shall remain in full force and effect, so long as the Terms and Conditions shall be capable of continuing in effect without the unenforceable term.
15.4 Non-assignment: You shall not assign or transfer or purport to assign or transfer the Contract to any other person.
15.5 No partnership etc.: Nothing in the Contract shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between you and us.
15.6 No third party rights: A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) Act 1999 in respect of the Contract.
15.7 Governing law and jurisdiction: Contracts for the purchase of Products (and these Terms and Conditions) and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation or these Terms and Conditions (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the English courts, except where, by law, such dispute or claim must be brought in the jurisdiction in which you are domiciled, or where the relevant law contains mandatory provisions that override such exclusive jurisdiction. All dealings, correspondence and contacts between us shall be made or conducted in the English language.
Version 003: November 2012