Terms and conditions

IMPORTANT LEGAL NOTICE

ATTENTION: This legal notice applies to the entire contents of this Website under the domain name and to any correspondence by e-mail between us and you. Please read these terms carefully before using this Website.

Using this Website indicates that you accept these terms regardless of whether or not you choose to register with us. If you do not accept these terms, do not use this Website.

This Website is for use by persons over the age of 18 years only.

This notice is issued by Tudor Tea & Coffee

Definitions

The following words and expressions shall have the following meanings unless the context otherwise requires:
“Commercial Gain” includes, without limitation: using the Website as part of advertising which may result in revenue generation or personal gain, selling Goods to a third party and copying, reproducing, distributing, publishing, transferring, licensing, selling, commercially exploiting or duplicating any element of this Website whatsoever;
“The Company” means Tudor Tea & Coffee, Units 31-35 Thurrock Commercial Centre, Purfleet Industrial Estate, Aveley, Essex RM15 4YD;
“Goods” means those products available for purchase via the Website;
“Website” www.tudorcoffee.co.uk

1. Introduction

1.1 You may access most areas of this Website without registering your details with us. Certain areas of the Website are only open to you if you register.
1.2 By accessing any part of this Website, you shall be deemed to have accepted this legal notice in full. If you do not accept this legal notice in full, you must leave this Website immediately.
1.3 The Company may revise this legal notice at any time by updating this posting. You should check this Website from time to time to review the then current legal notice, because it is binding on you. Certain provisions of this legal notice may be superseded by expressly designated legal notices or terms located on particular pages of this Website.

2. Consumer Information

This clause 2 only applies to contracts between the Company and a consumer and shall not apply in any other circumstance. In the event you order Goods from the Website then you need to be aware of the following information:

2.1 all Goods are supplied by the Company;
2.2 descriptions, prices and delivery costs of the Goods are available on the Website and viewing such information does not place any obligation whatsoever on you to place an order with the Company. Please see the Help section for information on ordering, delivery and payment;
2.3 payment for the Goods is made via the Website when the order is placed using one of the following methods of payment: Delta, Mastercard, Visa, Maestro, Amex or Solo;
2.4 estimated delivery times are available on the Website. Where delivery is likely to be in excess of 5 weeks the Company will notify you of the likely period of delay;
2.5 under the Consumer Protection (Distance Selling) Regulations 2000 you have the legal right to cancel any orders for any reason by issuing the Company with a notice of cancellation in writing within 7 working days of receipt of the Goods quoting your order number. This does not apply to items personalised or made to your specification. You must take reasonable care of the Goods whilst they are in your possession and must not use them prior to returning them to the Company. Any Goods returned must be in the original packaging in the condition in which you received them;
2.6 in the event you cancel an order in accordance with clause 2.5 above then the Company shall reimburse you for the price paid for the Goods as soon as reasonably practicable and in any event no later than 30 days from the Company’s receipt of your notice of cancellation;
2.7 in the event that you choose to cancel an order in accordance with clause 2.5 above, you must return the Goods to the Company as soon as possible after issuing the notice of cancellation to the Company. The cost of returning the Goods shall be borne by you. In the event that you do not return the Goods or return the Goods at the cost of the Company, the Company may recover the direct costs of recovering the Goods from you;
2.8 you may cancel the contract in the event that the Company is in breach of any of its express or implied obligations under the contract including the provision of faulty Goods;
2.9 unless otherwise specified, the materials on this website are directed solely at those who access this Website from the United Kingdom. The Company makes no representation that any products or services referred to in the materials on this website are appropriate for use, or available, in other locations. Those who choose to access this site from other locations are responsible for compliance with local laws if and to the extent local laws are applicable; and
2.10 in the event that the Goods you order are not available, the Company shall not substitute goods but shall notify you that your order shall not be processed and any money already paid to the Company shall be refunded.

3. Licence

3.1 You are permitted to print and download extracts from this Website for your own use on the following basis:
(a) no documents or related graphics on this Website are modified in any way;
(b) no graphics on this Website are used separately from accompanying text; and
(c) the Company’s copyright and trade mark notices and this permission notice appear in all copies.
3.2 Unless otherwise stated, the copyright and other intellectual property rights in all material on this Website (including without limitation photographs and graphical images) are owned by the Company or its licensors. For the purposes of this legal notice, any use of extracts from this Website other than in accordance with clause 3.1 above for any purpose is prohibited. If you breach any of the terms in this legal notice, your permission to use this Website automatically terminates and you must immediately destroy any downloaded or printed extracts from this Website.
3.3 Subject to clause 3.1, no part of this Website may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without the Company’s prior written permission.
3.4 Any rights not expressly granted in these terms are reserved.
3.5 You must not visit or use the Website for the purposes of Commercial Gain.

4. Service access

4.1 While the Company endeavours to ensure that this Website is normally available 24 hours a day, the Company shall not be liable if for any reason the Website is unavailable at any time or for any period.
4.2 Access to this Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Company’s control.

5. Visitor material and conduct

5.1 Other than personally identifiable information, which is covered under the Privacy Policy, any material you transmit or post to this Website shall be considered non-confidential and non-proprietary. The Company shall have no obligations with respect to such material. The Company and its designees shall be free to copy, disclose, distribute, incorporate and otherwise use such material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.
5.2 You are prohibited from posting or transmitting to or from this Website any material:
(a) that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
(b) for which you have not obtained all necessary licences and/or approvals; or
(c) which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; or
(d) which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
5.3 You may not misuse the Website (including, without limitation, by hacking).
5.4 The Company shall fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of clause 5.2 or clause5.3

6. Links to and from other websites

6.1 Links to third party websites on this Website are provided solely for your convenience. If you use these links, you leave this Website. The Company has not reviewed all of these third party websites and does not control and is not responsible for these websites or their content or availability. The Company therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk.

7. Information contained on the website

7.1 While the Company endeavours to ensure that the information on this Website is correct, the Company does not warrant the accuracy and completeness of the material on this Website. The Company may make changes to the material on this Website, or to the Goods and prices described in it, at any time without notice. The material on this Website may be out of date, and the Company makes no commitment to update such material. For the avoidance of doubt this clause 7.1 does not affect any statutory rights to which, if you are a consumer, you are entitled.
7.2 The material on this Website is provided “as is”, without any conditions, warranties or other terms of any kind. Accordingly, to the maximum extent permitted by law, the Company provides you with this Website on the basis that the Company excludes all representations, warranties and conditions and other terms (including without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) which but for this legal notice might have effect in relation to this Website.

8. Liability

8.1 The Company, any other party (whether or not involved in creating, producing, maintaining or delivering this Website), and any of the Company’s group companies and the officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Website in any way or in connection with the use, inability to use or the results of use of this Website, any websites linked to this Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing this Website or your downloading of any material from this Website or any websites linked to this Website.
8.2 Nothing in this legal notice shall exclude or limit the Company’s liability for:
(a) death or personal injury caused by the Company’s negligence; or
(b) fraudulent misrepresentation; or
(c) any liability which cannot be excluded or limited under applicable law, including without limitation all relevant consumer law.
8.3 If your use of material on this Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.

9. Governing law and jurisdiction

This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English courts.
The Website is operated by; 
Tudor Tea & Coffee
Units 31-35 Thurrock Commercial Centre
Purfleet Industrial Estate
Aveley
Essex
RM15 4YD

VAT No.: 406 4827 54

TUDOR TEA AND COFFEE ('THE COMPANY')

Terms and Conditions of Sale for Consumers

1. Definitions

1.1 The following words and expressions shall have the following meanings unless the context otherwise requires:
"Company" means Tudor Tea & Coffee, Units 31-35 Thurrock Commercial Centre, Purfleet Industrial Estate, Aveley, Essex RM15 4YD;
"Contract" means any agreement for the sale and purchase of Goods which is entered into between the Company and the Customer;
"Customer" means the individual who has accepted these Terms;
"Force Majeure" means circumstances beyond the control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to the Company’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract;
"Goods" mean those products ordered by the Customer to be supplied by the Company pursuant to these Terms;
"Notice of Cancellation" means the notice from the Customer in writing to Order Cancellations, Tudor Tea & Coffee, Units 31-35 Thurrock Commercial Centre, Purfleet Industrial Estate, Aveley, Essex RM15 4YD, informing the Company that the Customer wishes to cancel the Contract;
"Order Acknowledgement" means the written confirmation from the Company to the Customer acknowledging the Customer’s order and also comprising a description of the Goods, the price paid for the Goods, the delivery costs (where appropriate) and the estimated delivery time for the Goods;
"Terms" means these terms and conditions;
"Website" means www.tudorcoffee.co.uk;
1.2 In these Terms
1.2.1 words in the singular include the plural meaning and words in the plural include the singular meaning; use of any gender includes the other genders;
1.2.2 headings are for reference only and do not affect the meaning or interpretation of these Terms;
1.2.3 references to any act, regulation, code of practice or statutory order shall be interpreted so as to include any change, re-enactment or extension of the act, regulation, code of practice or statutory order; and
1.2.4 any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);
1.2.5 any reference to “writing” or any cognate expression shall include facsimile but shall not include e-mail or text messages.

2. Basis of Contract

2.1 These Terms shall apply to the sale by the Company of all Goods purchased by the Customer via the Website and these Terms shall govern each Contract to the exclusion of any other terms and conditions introduced or submitted by the Customer. For the avoidance of doubt these Terms do not affect the Customer’s statutory rights under all relevant consumer protection legislation.
2.2 Please see the Help section for information on how to place an order. The "check-out" stage sets out the final details of your order. Following this point the Company shall send to the Customer an Order Acknowledgement.
2.3 Acceptance of the order and completion of the Contract shall take place on the date of despatch of the Goods to the Customer by the Company.
2.4 The Customer shall take responsibility for retaining a copy of the Order Acknowledgement received in accordance with clause 2.2 above.

3. Payment

3.1 Payment shall be made on the placing of an order by the Customer (Please see the Help section for payment information). The Company shall carry out the necessary card verification processes and check availability of the Goods on receipt of the order from the Customer. In the event that the Company is unable to supply the Goods for any reason, the Customer shall be informed as soon as possible and a full refund shall be given if payment has already been made.
3.2 Subject to clause 3.3 below, the price to be paid by the Customer is the price displayed on the Website at the time when the order is received by the Company.
3.3 In the event that the Company discovers an error in the price of the Goods ordered by the Customer, the Company shall notify the Customer as soon as possible providing the Customer the option of either reconfirming the order at the correct price or cancelling the order. If the Company is unable to contact the Customer for the purposes of this clause 3.3, the order shall be deemed cancelled and where the Customer has already made payment for the Goods this shall be refunded in full.
3.4 All prices are exclusive of VAT and exclusive of delivery charges unless expressly stated otherwise.

4. Packaging

The packaging of the Goods shall be entirely at the discretion of the Company who shall have the right to pack all the Goods in such manner, and in such quantities as the Company thinks fit and shall not be obliged to comply with any packaging requests or instructions from the Customer.

5. Delivery

5.1 The Website is only for delivery of Goods to customers within the United Kingdom Mainland. All Goods must be signed for by an adult aged 18 years or over on delivery.
5.2 Estimated delivery times are as displayed on the Website as amended from time to time. Should the Company anticipate that delivery time be significantly longer than estimated, the Company will notify the Customer as soon as reasonably practicable.
5.3 Notwithstanding clause 5.2 above delivery dates are estimates only and time of delivery is not of the essence.

6. Contract Cancellation

6.1 Subject to clause 6.2 below, the Customer shall have a period of 7 working days from the date of receipt of the Goods by the Customer (the "cooling off period") in which time the Customer may issue a Notice of Cancellation and return the Goods to the Company. In the event the Customer cancels the Contract within the cooling off period then the Company will refund payment of the price of the Goods in full directly to the credit or debit card used for payment as soon as possible and in any event within 30 days of receipt of the Notice of Cancellation. The costs of returning the Goods pursuant to this clause shall be borne by the Customer, failure to return the Goods or to return the Goods at the Company’s cost shall entitle the Company to charge the Customer for the direct costs associated with the recovery. For the avoidance of doubt, on expiration of the cooling off period the Customer shall have no further right to issue a Notice of Cancellation other than should the Goods be defective in which case the Customer should reject the Goods in accordance with clause 6.3 below.
6.2 In no circumstances shall clause 6.1 above apply to any Goods which are:
6.2.1 food or beverages; or
6.2.2 personalised or made to the Customer’s specification.
6.3 The Customer may reject Goods found to be defective within:
6.3.1 24 hours of delivery, in event that the fault complained of was or would have been apparent from inspection and ordinary vigilance on the part of the Customer;
6.3.2 2 weeks from delivery in respect of all other defects
and in either case the Company shall arrange for collection of the Goods and shall either offer to refund, or replace the Goods unless the Company can demonstrate that the Goods were not defective at the time of delivery.
6.4 For the purposes of clauses 6.3 above, the Customer shall be liable for the cost of return and any other reasonably incurred costs of the Company in the event that the Goods are not shown to be defective.

7. Risk and Title of Goods

7.1 Risk of damage to or loss of the Goods shall pass to the Customer at the point of delivery to the Customer or on the date of first attempted delivery by the Company.
7.2 Ownership of the Goods shall pass to the Customer when:
7.2.1 the Company has received in full and cleared funds all sums due to it in respect of the Goods; and
7.2.2 the Goods have been delivered to the Customer.

8. Warranties and Liability

8.1 The Company warrants that the Goods are of satisfactory quality.
8.2 The Goods are directed solely at those who access the Website from the United Kingdom. The Company makes no representation that any Goods are appropriate for use or available in other locations. Furthermore any individual accessing the Website from locations outside of the United Kingdom is responsible for compliance with local laws if and to the extent local laws are applicable.
8.3 Nothing in these Terms excludes or limits the liability of the Company for death or personal injury caused by the negligence of the Company or any other liability which may not otherwise be limited or excluded under applicable law.
8.4 Subject to clause 8.3 and notwithstanding this clause 8, the Company’s aggregate liability (whether in contract, tort or otherwise) for loss or damage shall in any event be limited to a sum equal to the amount paid or payable by the Customer for the Goods in respect of one incident or series of incidents attributable to the same clause.
8.5 Subject to clause 8.3 and other than as expressly provided in these Terms with respect to specific Goods and except for those remedies detailed in clause 6 above, any indemnities, warranties, terms and conditions (express or implied) are hereby excluded to the fullest extent permitted under applicable law.
8.6 Subject to clause 8.3 above, the Company shall not be liable in contract, tort (including limitation negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise out of or in connection with the Terms for any:
8.6.1 economic losses (including without limitation loss of revenues, data, profits, contracts, business or anticipated savings); or
8.6.2 loss of goodwill or reputation; or
8.6.3 special or indirect losses suffered or incurred by that party arising out of or in connection with the provision of any matter under these terms.
8.7 The Company shall not be liable to the Customer nor be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations, if the delay or failure was by reason of Force Majeure.
8.8 This clause 8 does not affect the statutory rights of the Customer as a consumer nor does it affect the contract cancellation rights specified in clause 6.

9. Miscellaneous Provisions

9.1 The Customer undertakes that it will not use the Goods in the course of a business
9.2 This Contract shall be governed by the laws of England and any dispute will be resolved exclusively in the courts of England.
9.3 The Company shall be under no liability for any delay or failure to deliver Goods or otherwise perform any obligation as specified in these Terms if the same is wholly or partly caused whether directly or indirectly by circumstances beyond its reasonable control.
9.4 If any portion of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity or enforceability of the other sections of these Terms shall not be affected.
9.5 These Terms do not create or confer any rights or benefits enforceable by any person that is not a party (within the meaning of the Contracts (Rights of Third Parties) Act 1999).
9.8 No delay or failure by either party to exercise any powers, rights or remedies under these Terms will operate as a waiver of them nor will any single or partial exercise of any such powers, rights or remedies preclude any other or further exercise of them. Any waiver to be effective must be in writing and signed by an authorised representative of the Company.
9.9 These Terms including the documents or other sources referred to in these terms and conditions supersede all prior representations undertakings and agreements between the Customer and the Company relating to the use of this Website (including the order of Goods) and sets forth the entire agreement and understanding between the Customer and the Company.
9.10 Each right and remedy of either party under the Contract is without prejudice to any other right or remedy of the Company, whether under the Contract or not.

TUDOR TEA AND COFFEE ('THE COMPANY')

Terms and Conditions of Sale for Businesses

1. Definitions

1.1 The following words and expressions shall have the following meanings unless the context otherwise requires:
"Company" means Tudor Tea & Coffee, Units 31-35 Thurrock Commercial Centre, Purfleet Industrial Estate, Aveley, Essex RM15 4YD;
"Contract" means any agreement for the sale and purchase of Goods which is entered into between the Company and the Customer;
"Customer" means the firm or company which purchases the Goods and any Services from the Company and which has accepted these Terms;
"Force Majeure" means circumstances beyond the control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Customer shall be entitled to give notice in writing to the Company to terminate the Contract;
"Goods" mean those products ordered by the Customer to be supplied by the Company pursuant to these Terms;
"Great Britain" means the mainland of England, Wales and Scotland;
"Interest" means the rate of interest specified in the Late Payment of Commercial Debts (Interest) Act 1998, as amended from time to time;
"Order Acknowledgement" means a written acknowledgement from the Company to the Customer accepting such Customer’s order;
"Relevant Premises" means the premises in respect of which the Services are to be supplied; "Services" means the installation of any coffee machine(s) to be supplied by the Company pursuant to these terms;
"Terms" means these terms and conditions;
"Website" means www.tudorcoffee.co.uk;

1.2 In these Terms
1.2.1 words in the singular include the plural meaning and words in the plural include the singular meaning; use of any gender includes the other genders;
1.2.2 headings are for reference only and do not affect the meaning or interpretation of these Terms;
1.2.3 references to any act, regulation, code of practice or statutory order shall be interpreted so as to include any change, re-enactment or extension of the act, regulation, code of practice or statutory order;
1.2.4 any reference to "persons" includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality); and
1.2.5 any reference to "writing" or any cognate expression shall include facsimile but shall not include e-mail or text messages.

2. Basis of Contract

2.1 These Terms shall apply to the sale by the Company of all Goods and/or the supply of Services purchased by the Customer and these Terms shall govern each Contract to the exclusion of any other terms and conditions introduced or submitted by the Customer. No terms or conditions endorsed on or delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to.
2.2 No variation of these Terms may be given by any of the Company’s employees unless confirmed in writing by a director of the Company and no collateral or supplemental contract may be made or construed unless confirmed in writing by a director on the Company’s official stationery.
2.3 Any tenders or quotations will not constitute an offer and each Contract shall be made as follows:-
2.3.1 for Website orders when the Company issues an Order Acknowledgement via an e-mail confirmation; and
2.3.2 for telephone orders if the Company issues an Order Acknowledgement, when the Order Acknowledgement is issued to the Customer;
2.3.3 if the Company does not issue an Order Acknowledgement, upon delivery to the Customer by the Customer signing a delivery note.
2.4 The Company’s employees or agents are not authorised to make any representations concerning the Goods or Services unless confirmed by the Company in writing. In entering into each Contract the Customer acknowledges that it does not rely on any such representations which are not so confirmed save that nothing in this Clause excludes the Company’s liability for fraudulent misrepresentation.

3. Price

3.1 Subject to Clause 3.2, the price to be paid by the Customer is the price displayed on the Website at the time when the order is received by the Company.
3.2 Notwithstanding Clause 3.1, in the case of an order placed over the telephone, the price shall be the price contained in any valid quote. A quote remains valid for a period of 30 days, unless retracted at an earlier date by the Company. In the event that the quote has expired at the time the order is received by the Company, or if no quote has been issued by the Company, the price to be paid shall be the price displayed on the Website at the time when the order is received by the Company.
3.3 In the event that the Company discovers an error in the price of the Goods and/ or any Services ordered by the Customer, the Company shall notify the Customer as soon as possible providing the Customer the option of either reconfirming the order at the correct price or cancelling the order. If the Company is unable to contact the Customer for the purposes of this clause 3.3, the order shall be deemed cancelled and where the Customer has already made payment for the Goods and/ or for any Services this shall be refunded in full.
3.4 Notwithstanding clause 3.3, if any increase howsoever arising in the price of the Goods and / or Services including but without being limited to any increase in the costs of manufacturing, raw materials, labour or transportation occurs after the Contract is formed, the Company shall be entitled (subject to any statute or regulation) to make such addition to the price of the Goods and/ or Services as shall be reasonable in the circumstances.
3.4 All prices are exclusive of VAT and exclude delivery charges unless expressly stated otherwise.

4. Payment

4.1 Where Goods and/or Services are ordered over the Website payment for the Goods and any Services shall be made on order placement and in any event prior to despatch of the Goods or any instalment thereof unless otherwise agreed in writing. Where Goods and/ or Services are ordered over the telephone, payment shall be made either on order placement or, where agreed between the parties, within 30 days of the date on the Company’s invoice.
4.2 The Customer shall make payment in sterling, unless otherwise agreed in writing. Any payment received by the Company in any other currency will not be deemed to be payment.
4.3 In the event that the Customer fails to pay for any order in full, cleared funds by the due date then, without prejudice to any other right or remedy available to the Company, all invoices issued to the Customer by the Company in respect of any Goods and/ or any Services sold or supplied pursuant to these Terms shall immediately fall due for payment and any credit offered or extended by the Company to the Customer in respect of the same shall be cancelled forthwith. In addition the Company shall be entitled at its discretion to do one or more of the following:
4.3.1 to charge the Customer Interest both before and after any judgment on the amount unpaid until the date payment is received in full; and/or
4.3.2 to withhold delivery of any Goods and /or any Services agreed to be sold by the Company to the Customer or any instalment thereof (being the subject of the Contract or any other contract) until payment and any accrued interest have been paid in full; and/or
4.3.3 terminate this Contract.

5. Packaging

The packaging of the Goods shall be entirely at the discretion of the Company who shall have the right to pack all the Goods in such manner, and in such quantities as the Company thinks fit and shall not be obliged to comply with any packaging requests or instructions from the Customer.


6. Delivery

6.1 Delivery dates are estimates only and time of delivery is not of the essence. Should the Company anticipate that delivery time will be significantly longer than estimated, the Company will notify the Customer as soon as reasonably practicable. If no delivery dates are so specified, delivery shall be within a reasonable time.
6.2 The Company shall have the right to deliver Goods in instalments and each instalment shall constitute a separate Contract and failure or defect in any one delivery shall not invalidate the Contract as to the remaining deliveries.
6.3 In the event of a failure to accept any delivery by the Customer, otherwise than by reason of the Company’s fault or by reason of Force Majeure the Company shall be entitled to store the Goods until actual delivery and charge the Customer for the reasonable costs of storage (including insurance) and/or the cost of redelivering to the Customer including any charges incurred by the Company as a result of the Customer’s failure to accept delivery, the Goods being held at the Customer’s risk.

7. Inspection and Return of Goods

7.1 Where there are shortages in the number of packages in the order, or where Goods have been damaged in transit the Customer shall notify the Company by telephone within 2 working days and confirmed in writing within 5 working days of delivery.
7.2 Where Goods:
7.2.1 have been lost in transit or are subject to a patent defect the Customer shall notify the Company by telephone within 24 hours of delivery; or
7.2.2 are subject to a latent defect, the Customer shall notify the Company by telephone within 2 weeks of delivery.
7.3 The Customers signature on any delivery note of the Company is evidence of the correct quantity of Goods. For the avoidance of doubt ‘signature on any delivery note’ shall include the Customer’s electronic signature on any equipment used by the Company or its couriers for recording such a signature.
7.4 In the event of any claim being made by the Customer pursuant to clause 11 below, the Customer shall give the Company a reasonable opportunity to inspect the Goods in the same condition as they were at delivery after discovery of the defect and liability will not be accepted unless this procedure is followed.
7.5 Where any valid claim in respect of the Goods is made by the Customer pursuant to this clause 7 or clause 11 below the Company shall be entitled to replace the Goods free of charge or, at the Company’s sole discretion, refund to the Customer the price of the Goods (or a proportionate part of the price for those Goods), and subject to Clause 11.4 the Company shall have no further liability to the Customer.
7.6 Where the Goods are returned in accordance with this Clause and are found to be free of the defect complained of, the Customer shall be liable for the cost of the return of the Goods being subsequently returned by the Company to the Customer including all other costs reasonably incurred by the Company in carrying out a review of the Goods.

8. Services

8.1 Where the Contract is for the sale and supply of Goods and Services or for the supply of Services, the Company shall provide the Services on the date of delivery or such other date(s) as agreed in writing between the parties.
8.2 The Customer shall, to enable the provision of the Services on the date of delivery or on the date(s) agreed:
8.2.1 co-operate with the Company;
8.2.2 provide the Company, its agents, sub-contractors and employees, in a timely manner and at no charge, access to the Relevant Premises, and all other facilities requested by the Company;
8.2.3 be responsible (at its own cost) for preparing and maintaining the Relevant Premises for the supply of the Services;
8.2.4 ensure that all services to the Relevant Premises that are, in the opinion of the Company, necessary to the supply of Services, including but without, limitation water and electricity conduits, are in good working order and conform with all relevant United Kingdom standards or requirements.
8.3 Should the Customer fail to comply with Clause 8.2, it will reimburse the Company for all reasonable costs, charges, expenses and losses suffered, incurred or sustained by the Company, including wasted time, engineer costs, loss of profit, loss of goodwill, loss of reputation, loss of opportunity to deploy resources elsewhere, any direct, indirect, general, special or consequential losses attributable in whole or in part to this failure.

9. Risk and Title of Goods

9.1 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery to the address provided by the Customer to the Company when the order is placed, save if the Customer wrongfully fails to take delivery then risk shall pass to the Customer at the time when the Company has tendered delivery of the Goods.
9.2 Ownership of the Goods shall not pass to the Customer until the Company has received in full in cleared funds all sums due to it in respect of:
9.2.1 the Goods and any Services; and
9.2.2 all other sums which are at the time of such payment due to the Company from the Customer on any account.
9.3 Until ownership of the Goods has passed to the Customer, the Customer shall:-
9.3.1 hold the Goods on a fiduciary basis as the Company’s bailee;
9.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company’s property;
9.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
9.3.4 maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
9.4 Until such time as the title in the Goods passes to the Customer if Goods are destroyed by an insured risk prior to the same being paid for by the Customer, the Customer shall receive the proceeds of any such insurance as trustee for the Company.
9.5 The Customer shall be entitled to resell or use the Goods in the ordinary course of business before ownership has passed.
9.6 Until such time as the title in the Goods passes to the Customer, the Company shall be entitled at any time to require the Customer to deliver up the Goods to the Company and if the Customer fails to do so forthwith, the Company shall be entitled to enter upon any premises of the Customer where the Goods are stored and mark, identify and repossess the Goods.


10. Termination

10.1 The Company shall be entitled, without any prejudice to any other right or remedy available to the Company whether under the Contract or otherwise, to cancel the Contract and suspend any further deliveries to the Customer without any liability to the Customer if any of the following occur:-
10.1.1 the Customer makes any voluntary arrangement or composition with its creditors or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors or being an individual has a bankruptcy order made against it or being a body corporate convenes a meeting of creditors (whether formal or informal) or becomes subject to an administration order or goes into liquidation (other than a solvent liquidation for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrance takes possession or a receiver or administrator is appointed, or documents are filed with the court for such appointment, of any of the property or assets of the Customer or a notice of intention to appoint an administrator is given by the Customer or its directors or a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
10.1.3 the Customer suffers or allows any execution, whether legal or equitable, to be levied on his/ its property or obtained against him/it, or fails to observe or perform any of his/ its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade;
10.1.4 the Customer ceases, or threatens to cease, to carry on business;
10.1.5 the Company reasonably apprehends that any of the events mentioned in sub-clauses 10.1.1, 10.1.2, 10.1.3 and 10.1.4 or any comparable event is about to occur in relation to the Customer and notifies the Customer accordingly;
10.1.6 the Company is affected by Force Majeure for a period in excess of 30 days; or
10.1.7 Clause 4.3 applies

11. Warranties and Liability

11.1 The Company warrants that the Goods conform to any specification applicable to them.
11.2 The Company warrants that the Services will be supplied with a reasonable care and skill.
11.3 Subject as expressly provided in these Terms, all warranties conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. In particular, the Company makes no warranty as to the fitness of the Goods for any particular purpose even if that purpose is stated in the Customer’s order. This exclusion includes recommendations or advice from the Company to the Customer relating to a specific enquiry. The Customer must satisfy itself as to the fitness for the purpose for which the Goods are intended.
11.4 Nothing in these Terms excludes or limits the liability of the Company for death or personal injury caused by the negligence of the Company.
11.5 Except as expressly provided in Clause 7.5 and subject to Clause 11.4 and 11.6 the Company’s liability in connection with the sale of Goods shall be as follows:-
11.5.1 the Company’s total liability in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
11.5.2 the Company shall not be liable to the Customer for any pure economic loss, loss of profit, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever(howsoever caused) which arise out of or in connection with the Contract.
11.6 The Company shall not be liable to the Customer nor be deemed to be in breach of contract by reason of any delay in performing, or any failure to perform, any of the Company’s obligations, if the delay or failure was by reason of Force Majeure.
11.7 Any claim by the Customer under this Clause 11 shall not entitle the Customer to withhold or delay payment in respect of any other Goods and/ or Services in respect of which no such claim has been made whether or not those Goods or Services form part of the same consignment.

12. Entire Agreement

These Terms constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

13. Notice

Any notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and any such notice shall be deemed served on the next working day following posting where the recipient’s address is in Great Britain. Any notice sent by facsimile or delivered personally shall be deemed served on successful transmission of the facsimile or at the time of personal delivery, provided the same occurs on a working day. Any notice sent by electronic mail shall be deemed served 24 hours after being sent to the correct electronic mail address of the addressee provided the same occurs on a working day.

14. Waiver

No failure or delay by either party in exercising any of its rights under the contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

15. Law and Jurisdiction

English law shall apply to the Contract, and the parties submit to the non-exclusive jurisdiction of the English courts.

16. Severance

If any provision of these Terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.

17. Assignment

17.1 The Company may assign the contract or any part of it to any person, firm or company.
17.2 The Customer shall not be entitled to assign the contract or any part of it without the prior written consent of the Company.

18. Third Party Rights

The parties to any Contract do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.