1 THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply our products (called “Goods” in these terms and conditions) to you (called “the Customer” in sections 15-25).
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 Goods 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 consumer, sections 1-14 (inclusive) apply to you. If you are buying Goods in the course of business, sections 1-3 (inclusive) and sections 15-25 (inclusive) apply to you.
2 INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Hettich UK, a limited partnership registered in England and Wales with company number LP4016. Our registered office is at Unit 200, Metroplex Business Park, Broadway, Salford M50 2UE. We are referred to as “the Supplier” in sections 15-25.
2.2 How to contact us. You can contact us by telephoning our customer service team on 0161 872 9552 or emailing us at [email protected] or by writing to us at Unit 200, Metroplex Business Park, Broadway, Salford M50 2UE.
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 fulfil 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 you live in an area we don’t deliver to, 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 Goods in the UK. Unfortunately, we do not deliver to addresses outside the UK. If you choose to use any Goods purchased from us outside of the UK, we cannot be liable for this use and cannot confirm that such Goods will comply with local regulations in the country of use.
4 OUR PRODUCTS
4.1 Goods may vary slightly from their pictures. The images of the Goods 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 Goods. Your product may vary slightly from those images.
4.2 One product may vary slightly from another. Because of slight variations in batches one product may look slightly different from another.
4.3 Packaging may vary. The packaging of the Goods may vary from that shown on images on our website.
5 OUR RIGHTS TO MAKE CHANGES
5.1 Minor changes to the Goods. We may change the Goods:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements, for example to address a supply issue in relation to a specific part. These changes will not affect your use of the Goods.
6 PROVIDING THE GOODS
6.1 Delivery costs. The costs of delivery will be as displayed to you on our website.
6.2 When we will provide the Goods. We will let you know when we will provide the Goods to you by sending you a confirmation of despatch.
6.3 We are not responsible for delays outside our control. If our supply of the Goods 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 Goods you have paid for, but not received.
6.4 If you are not at home when the Goods are delivered. If no one is available at your address to take delivery and the Goods cannot be posted through your letterbox, the courier will leave you a note informing you of how to rearrange delivery or collect the Goods from a local depot.
6.5 If you do not re-arrange delivery. If you do not collect the Goods 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 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 section 8.2 will apply.
6.6 When you become responsible for the Goods. The Goods will be your responsibility from the time we deliver the Goods to the address you gave us or you or a carrier organised by you collect it from us.
6.7 When you own Goods. You own the Goods once we have received payment for them in full.
7 YOUR RIGHTS TO END THE CONTRACT
7.1 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 Goods repaired or replaced or to get some or all of your money back), see section 9;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see section 7.2;
(c) If you have just changed your mind about the Goods, see section 7.3. 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 section 7.5.
7.2 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 Goods 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 Goods or these terms which you do not agree to;
(b) we have told you about an error in the price or description of the Goods you have ordered and you do not wish to proceed;
(c) there is a risk that supply of the Goods 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.
7.3 Your right to change your mind. For most Goods bought online you have a legal right to change your mind within 14 days from receiving the Goods, and to receive a refund. Where the Goods 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 Goods and to request a refund.
7.4 When you don’t have the right to change your mind. You do not have a right to change your mind in respect of any Goods which become mixed inseparably with other items after their delivery.
7.5 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 section 7.1), you can still end the contract before the Goods are dispatched, 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 Goods not provided, but we may make a deduction from that refund or, if you have not made an advance payment, charge you.
8 HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
8.1 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 0161 872 9552 or email us at [email protected] 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 Unit 200, Metroplex Business Park, Broadway, Salford M50 2UE. Please provide your name, home address, details of the order and, where available, your phone number and email address.
8.2 Returning Goods after ending the contract. If you end the contract for any reason after Goods 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 Unit 200, Metroplex Business Park, Broadway, Salford M50 2UE or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on 0161 872 9552 or email us at [email protected]. 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.
8.3 When we will pay the costs of return. We will pay the costs of return:
(a) if the Goods are faulty or misdescribed; or
(b) if you are ending the contract because we have told you of an upcoming change to the Goods 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.
8.4 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.
8.5 How we will refund you. We will refund you the price you paid for the Goods including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
8.6 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 this may include damage caused to the packaging of the Goods or the removal of any label from them. 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.
8.7 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 Goods back from you or, if earlier, the day on which you provide us with evidence that you have sent the Goods back to us. For information about how to return Goods to us, see section 8.2.
9 OUR RIGHTS TO END THE CONTRACT
9.1 We may end the contract if you break it. We may end the contract for Goods at any time by writing to you if you do not, within a reasonable time, allow us to deliver the Goods to you or collect them from us.
9.2 You must compensate us if you break the contract. If we end the contract in the situation set out in section 9.1 we will refund any money you have paid in advance for Goods 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.
10 IF THERE IS A PROBLEM WITH THE PRODUCT
10.1 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 on 0161 872 9552 or email us at [email protected] or write to us at Unit 200, Metroplex Business Park, Broadway, Salford M50 2UE.
10.2 Our goodwill guarantee. We, offer our UK customers a goodwill guarantee for our products however they are purchased. This guarantee is for 12 months from the date of purchase (the “Guarantee Period”) and covers any faulty Goods. This goodwill guarantee does not affect your legal rights if there is something wrong with your product.
10.3 Summary of your legal rights. We are under a legal duty to supply Goods that are in conformity with this contract. See below for a summary of your key legal rights in relation to the Goods. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected life of your product your legal rights entitle you to the following:
- up to 30 days: if your item is faulty, then you can get a refund;
- up to 6 months: if your faulty item can’t be repaired or replaced, then you’re entitled to a full refund, in most cases; or
- up to 6 years: if the item can be expected to last up to 6 years you may be entitled to a repair or replacement, or, if that doesn’t work, some of your money back.
10.4 What to do with rejected Goods. If you wish to exercise your legal rights to reject Goods which you consider faulty you must notify us during the Guarantee Period, give us a reasonable opportunity of examining such Goods (for example by looking at photographs of the Goods that we request you send to us) and (if we ask you to do so) return the Goods 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 0161 872 9552 or email us at [email protected] for a return label or to arrange collection.
If we are satisfied that the Goods are faulty, we will (at our option) repair or replace the defective Goods, or refund the price of the defective Goods in full.
10.5 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 Goods concerned to us promptly. We will pay for the cost of return and give you a full refund for any Goods affected.
11 PRICE AND PAYMENT
11.1 Where to find the price for the Goods. The price of the Goods 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 Goods advised to you is correct. However please see section 11.3 for what happens if we discover an error in the price of the Goods you order.
11.2 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 Goods, we will adjust the rate of VAT that you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.
11.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Goods we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Goods’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Goods’ 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.
11.4 When you must pay and how you must pay. We accept payment by Visa or Mastercard (credit or debit cards). You must pay for the Goods before we dispatch them.
12 OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
We’re responsible for losses you suffer caused by us breaking this contract unless the loss is:
- Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your order meant we should have expected it (so, in the law, the loss was unforeseeable).
- Caused by a delaying event outside our control. As long as we have taken the steps set out in section 6.3.
- Avoidable. Something you could have avoided by taking reasonable action. For example, damage which you could have avoided by following our advice or by correctly following the product’s instructions for use.
- A business loss. It relates to your use of a product for the purposes of your trade, business, craft or profession. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, as described in section 22 below.
13 HOW WE MAY USE YOUR PERSONAL INFORMATION
13.1 How we will use your personal information. We will use the personal information you provide to us:
(a) to supply the Goods to you;
(b) to process your payment for the Goods; and
(c) if you agreed to this during the order process, to inform you about similar Goods that we provide, but you may stop receiving these at any time by contacting us.
13.2 We may pass your personal information to credit reference agencies. Where we extend credit to you for the Goods we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
13.3 We will only give your personal information to third parties where the law either requires or allows us to do so.
13.4 For more information about how we use your personal information and your rights in relation to it please read our privacy notice at https://www.lighttower.co.uk/privacy-policy/
14 OTHER IMPORTANT TERMS
14.1 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.
14.2 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.
14.3 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 section 14.2 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.
14.4 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.
14.5 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.
14.6 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 Goods in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Goods in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Goods in either the Northern Irish or the English courts.
15 Additional Definitions
15.1 Definitions. In these terms, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday in England), when banks in London are open for business.
Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these terms.
Delivery Location: has the meaning given in section 18.2.
Force Majeure Event: an event, circumstance or cause beyond a party’s reasonable control.
Order: the Customer’s order for the Goods.
16 Basis of contract
16.1 These terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
16.2 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these terms.
16.4 Any samples, drawings, descriptive matter, or advertising produced by the Supplier and any descriptions or illustrations contained on the Supplier’s website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
17 Description of the Goods
The Goods are described on the Supplier’s website.
18.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable).
18.2 The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location”) at any time after the Supplier notifies the Customer that the Goods are ready.
18.3 Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
18.4 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods which is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or other instructions which are relevant to the supply of the Goods.
18.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
18.6 If the Customer fails to accept delivery of the Goods within three Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract in respect of the Goods:
(a) delivery of the Goods shall be deemed to have been completed at 9.00 am on the third Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until actual delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
18.7 If ten Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted actual delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
18.8 If the Supplier delivers up to and including 10% more or less than the quantity of Goods ordered the Customer may not reject them, but on receipt of notice from the Customer that the wrong quantity of Goods was delivered, the Supplier shall make a pro rata adjustment to the invoice for the Goods.
18.9 The Supplier may deliver the Goods 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 the Customer to cancel any other instalment.
18.10 The Supplier shall have no liability in relation to under delivery or delivery of damaged Goods unless the Buyer has notified the Supplier of such under delivery or damage in writing within 7 days of the date of delivery of such Goods.
18.11 If requested by the Buyer in writing the Supplier shall use reasonable endeavours to provide proof of delivery of the Goods provided that the Buyer’s request is received within 14 days of the delivery date.
19.1 The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (“Warranty Period”), the Goods shall:
(a) conform in all material respects with their description and any applicable Specification;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by the Supplier.
19.2 Subject to section 19.3, if:
(a) the Customer gives notice in writing to the Supplier during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in section 19.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier’s place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
19.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in section 19.1 if:
(a) the Customer makes any further use of such Goods after giving notice in accordance with section 19.2;
(b) the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(f) the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
19.4 Except as provided in this section 19, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in section 19.1.
19.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
19.6 These terms shall apply to any repaired or replacement Goods supplied by the Supplier.
20 Title and risk
20.1 The risk in the Goods shall pass to the Customer on completion of delivery.
20.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) the Supplier receiving payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due and
(b) the Customer reselling the Goods, in which case title to the Goods shall pass to the Customer at the time specified in section 20.4.
20.3 Until title to the Goods has passed to the Customer, the Customer shall:
(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(d) notify the Supplier immediately if it becomes subject to any of the events listed in section 23.1(b) to section 23.1(d); and
(e) give the Supplier such information as the Supplier may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Customer.
20.4 Subject to section 20.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Supplier receives payment for the Goods. However, if the Customer resells the Goods before that time:
(a) it does so as principal and not as the Supplier’s agent; and
(b) title to the Goods shall pass from the Supplier to the Customer immediately before the time at which resale by the Customer occurs.
20.5 At any time before title to the Goods passes to the Customer, the Supplier may (without prejudice to any other right or remedy it may have):
(a) by notice in writing, terminate the Customer’s right under section 20.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
21 Price and payment
21.1 The price of the Goods shall be the price set out in the Supplier’s acceptance of the Order, or, if no price is quoted, the price set out in the Supplier’s published price list on its website.
21.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
(c) any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
21.3 The Customer shall pay for the Goods on placing the Order unless the Customer has an online credit account with the Supplier and has placed the Order via the Supplier’s business portal in which case the Customer shall pay each invoice submitted by the Supplier:
(a) within 30 days of its date or in accordance with any credit terms agreed by the Supplier and confirmed in writing to the Customer; and
(b) in full and in cleared funds to a bank account nominated in writing by the Supplier, and
time for payment shall be of the essence of the Contract.
21.4 If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under section 23, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this section 21.4 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
21.5 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Provided always that, if any invoice is subject to a bona fide dispute between the parties, the Buyer shall pay any undisputed amount on the due date.
22 Limitation of liability
22.1 The restrictions on liability in this section 22 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
22.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) defective Goods under the Consumer Protection Act 1987; or.
(e) any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
22.3 Subject to section 22.2, the Supplier’s total liability to the Customer shall not exceed the price of the Goods.
22.4 Subject to section 22.2, the Supplier shall have no liability to the Customer for the following types of loss:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
22.5 This section 22 shall survive termination of the Contract.
23.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if:
(a) the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b) the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
23.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in section 8.1(b) to section 8.1(d), or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
23.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
23.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
23.5 Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, 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.
23.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
24 Force majeure
Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from a Force Majeure Event. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate the Contract by giving 14 days’ written notice to the affected party.
25.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by section 25.2(b).
(b) Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this section 25.2; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use the other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
25.3 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties.
(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
25.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
25.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this section 25.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand, by commercial courier or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to an email address habitually used in the dealings between the parties
(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) 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
(iii) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or
(iv) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
(c) This section does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
25.8 Third party rights.
(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
25.9 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
25.10 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.