1.1
These are the terms and conditions on which we supply products to you, whether these are goods or services.
1.2
Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you or 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, please contact us to discuss this, by any of the methods listed in clause 2.1.
1.3
In some areas you will have different rights under these terms depending on whether you are a business or consumer customer. You are a consumer customer if:
(a)
you are an individual; and
(b)
you are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
1.4
If you are a business customer, these terms and conditions apply to the contract between you and us, to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. These terms also constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us, which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement. Your attention is also particularly drawn to the provisions of clause 20 of these terms.
2.1
We are Worksafe Direct (UK) Limited (company number: 07995116) trading as Worksafe and whose registered office is at St James Road, St James Industrial Estate, Corby, Northamptonshire, NN18 8AL. You can contact us by telephone on 01536 203 888, in writing at Worksafe Direct (UK) Limited/ trading as Worksafe, St James Road, St James Industrial Estate, Corby, Northamptonshire, NN18 8AL, or by email by sending an email to
sales@worksafeonline.co.uk . Our VAT number is 131 3501 67.
2.2
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.
2.3
When we use the words "writing" or "written" in these terms, this includes emails.
3.1
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. If we are unable to accept your order, we will inform you of this and will not charge you for the product.
3.2
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 quote your order number whenever you contact us about your order.
3.3
On most occasions we do not accept orders outside the UK. However, in limited circumstances, we are able to deliver products outside the UK. If you require any products to be delivered outside of the UK, then please contact us prior to placing your order and we will advise you as to whether we will be able to deliver the products to you. If you require the products to be delivered to an address in Northern Ireland, then please note that the delivery provisions stated in these terms may vary. Please contact us prior to placing your order and we can advise you further.
4.1
The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images.
4.2
The packaging of the product may also vary from any images shown on our website, at our warehouse or in our brochure.
4.3
If we are making the products to your specification, you are responsible for ensuring that any measurements supplied to us are correct and accurate.
If you wish to make a change to the product you have ordered please contact us as soon as possible. We will let you know if the change is possible. If the change is possible, we will let you know about any changes to the price of the product, whether the change will cause any delays in supplying the product, or anything else which would be necessary as a result of your request. We will then ask you to confirm to us whether you wish to go ahead with your request to change your order.
On some occasions we may have to change the product, for example, to reflect changes to relevant laws or regulatory requirements, or to implement minor technical adjustments and improvements. If we have to change your order in any way, we will notify you.
7.1
If you have asked to collect the products from our premises, you can collect them from us at any time during our normal working hours, which are Monday to Friday 8:00 am to 5:00pm and Saturday 8:00 am to 12:00 pm and you must do so within 10 days of us notifying you that the products are ready for collection.
7.2
If you have requested the products to be delivered to you:
(a)
if the products are goods we will contact you with an estimated delivery date, which is normally within 30 days from the day after we accept your order. If the goods are not available to be delivered to you within this period, then we will contact you to notify you. Depending on the nature and size of the goods, we will either deliver the goods ourselves or via a third party courier;
(b)
if the products are services, the estimated completion date for the services will be notified to you during the order process; and
(c)
the costs of delivery will be as notified to you during the order process.
7.3
If you are not at home when the product is delivered and the products cannot be posted through your letterbox, we will try to rearrange delivery, or if possible, you may collect them from our store.
7.4
If you do not collect the products from us as required in clause 7.1 or if, after a failed delivery to you, you do not rearrange delivery or collection of the product in accordance with clause 7.3, we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you, or rearrange delivery or collection, we may end the contract and clause 13.2 will apply.
7.5
If you have ordered services and you do not allow us access to your property to perform the services as arranged (and you do not have a good reason for this) we may charge you additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or rearrange access to your property we may end the contract and clause 13.2 will apply.
7.6
If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this, we will not be liable for delays caused by the event but if there is a risk of substantial delay, you may contact us to end the contract and receive a refund for any products you have paid for but not received.
8.1
Delivery of the products shall be completed:
(a)
on delivery of the products at our premises, if you have arranged to collect the products from our premises;
(b)
on delivery of the products by us to the applicable third party courier, if the products are being delivered by a third party courier; or
(c)
on delivery of the products by us to the address specified by you, if the products are being delivered by us.
8.2
If we miss the delivery deadline for any products then you may treat the contract as at an end straight away if any of the following apply:
(a)
we have refused to deliver the products;
(b)
delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
(c)
you told us before we accepted your order that delivery within the delivery deadline was essential.
8.3
If you do not wish to treat the contract as at an end straight away, or do not have the right to do so under clause 8.2 you can give us a new deadline for delivery, which must be reasonable, and you can treat the contract as at an end if we do not meet the new deadline.
8.4
If you do choose to treat the contract as at an end for late delivery under clause 8.2 or clause 8.3, you can cancel your order for any of the products or reject products that have been delivered. If you wish, you can reject or cancel the order for some of those products (not all of them), unless splitting them up would significantly reduce their value. After that we will refund any sums you have paid to us for the cancelled products and their delivery. If the products have been delivered to you, you will have to return them to us or allow us to collect them, and we will pay the costs of this.
9.1
Delivery of the products shall be completed:
(a)
on delivery of the products at our premises, if you have arranged to collect the products;
(b)
on delivery of the products by us to the applicable third party courier, if the products are being delivered by a third party courier; or
(c)
on delivery of the products by us to the address specified by you, if the products are being delivered by us.
9.2
Any dates quoted for delivery of the products are approximate only and the time of delivery is not of the essence. If we fail to deliver the products, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available. We shall not be liable for any delay in delivery that is due to a reason beyond our reasonable control or if you fail to provide us with adequate delivery instructions that are relevant to the supply of the products.
10.1
The goods will be your responsibility on completion of delivery of the goods and you own the goods once we have received payment for the goods in full (subject to clause 10.3 if you are a business customer and clause 10.2 and 10.3 applies).
10.2
If you are a business customer, we are able to offer some of our customers goods on consignment (whereby we purchase a set amount of goods from our suppliers, at your request, store the goods in our warehouse, allow you to take possession of the goods for your use or resale, subject to our consignment terms and conditions, but retain ownership of such goods until they are paid for by the applicable customer (Consignment Goods). In this instance, we will require you to enter into our consignment terms and conditions, which will apply in addition to these terms and conditions.
10.3
For the purpose of clause 10.2, subject to any matters stated in our consignment terms and conditions, which will apply in addition to these terms and conditions, in relation to any such Consignment Goods:
(a)
ownership of the Consignment Goods will not pass to you until:
(i)
we receive payment in full (in cash or cleared funds) for the Consignment Goods and any other goods that we have supplied to you, in which case title to the Consignment Goods shall pass at the time of payment of all such sums; or
(ii)
you resell the Consignment Goods, in which case ownership of the Consignment Goods shall pass to the you at the time specified in clause 10.3 (b).
(b)
Subject to clause 10.3(d), you may resell or use the Consignment Goods in the ordinary course of your business (but not otherwise) before we receive payment for the Consignment Goods. However, if you resell the Consignment Goods before that time:
(i)
you do so as principal and not as our agent; and
(ii)
title to the Consignment Goods shall pass from us to you immediately before the time at which resale by you occurs.
(c)
Until ownership of the Consignment Goods has passed to you, you shall:
(i)
store the Consignment Goods separately from all other goods held by you so that they remain readily identifiable as our property;
(ii)
not remove, deface or obscure any identifying mark or packaging on or relating to the Consignment Goods;
(iii)
maintain the Consignment Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
(iv)
be responsible for and will indemnify us in respect of any Consignment Goods which have been damaged by you or a third party whom you have permitted to have control of the Consignment Goods;
(v)
notify us immediately if you become subject to any of the events listed in clause 13.1(e); and
(vi)
give us such information relating to the Consignment Goods as we may require from time to time.
(d)
If before ownership of the Consignment Goods passes to you, you become subject to any of the events listed in clause 13.1(e) then, without limiting any other right or remedy, we may at any time:
(i)
require you to deliver up all of the Consignment Goods in your possession that have not been resold, or irrevocably incorporated into another product; and
(ii)
if you fail to do so promptly, enter into any of your premises or of any third party where the Consignment Goods are stored in order to recover them.
(e)
If the Consignment Goods consist of goods which are non-standard goods, and you do not purchase such goods from us, in accordance with our consignment terms and conditions, we will charge you a restocking fee of 25 % of the sale price of the applicable product.
11.1
The price of the product will be the price indicated on the order pages when you place your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However, it is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product's correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product's correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order.
11.2
We accept the following methods of payment: sagepay, mastercard, visa, cash sterling and business cheques.
11.3
Whether the price stated includes value added tax (VAT) or not will be stated on each product and our acknowledgment of your order.
11.4
Where the price is stated to exclude VAT, all amounts payable by you are exclusive of amounts in respect of VAT chargeable from time to time. Where any taxable supply for VAT purposes is made by us to you, you shall, on receipt of a valid VAT invoice from us, pay to us, such additional amounts in respect of VAT as are chargeable on the supply of the products at the same time as payment is due for the supply of the products.
11.5
If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
11.6
When you must pay for the products depends on whether you are a consumer customer or business customer and what type of account you have with us.
11.7
For some of our business customers, we are able to offer a trade account, where we are able to offer more favourable payment terms. Should you wish to apply for a trade account with us, please contact us. We will notify you in writing to confirm whether we are able to offer you a trade account and any applicable payment terms. If you have a trade account with us, then payment for the products will be due within 30 days from the end of the month in which the products were ordered, unless otherwise agreed by us in writing.
11.8
If you are a business or consumer customer and you do not have a trade account with us, then the price for the products will be payable on collection or delivery of the goods (as the case may be). However, if you order any customised/bespoke products, or any non-standard items (these are goods which we would not normally stock but have stocked these upon your request) then these products must be paid for by you at the time you place your order.
11.9
No payment will be deemed to have been received by us until payment is received in full and clear funds.
11.10
If you are a business customer:
(a)
time for payment is of the essence; and
(b)
you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11.11
We can charge interest if you pay late, what we can charge you depends if you are a business or consumer customer:
(a)
If you are a consumer customer and you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Barclays Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
(b)
If you are a business customer and you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of Barclays Bank from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount. You will indemnify us against all liabilities, costs, expenses, damages and losses, including all interest, penalties, and legal costs (calculated on a full indemnity basis), suffered or incurred by us arising out of or in connection with the enforcement of the contract.
11.12
If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
12.1
We may need certain information from you so that we can supply the products to you, for example, your address or any embroidery requirements. If so, this will have been stated in the description of the products on our website. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 13.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late, or not supplying any part of them, if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
12.2
We may have to suspend the supply of a product to:
(a)
deal with technical problems or make minor technical changes;
(b)
update the product to reflect changes in relevant laws and regulatory requirements; or
(c)
make changes to the product as requested by you or notified by us to you.
12.3
If we suspend the supply of the products, we will contact you in advance to tell you we will be suspending supply of the product, unless the problem is urgent or an emergency. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it in each case for a period of more than ten days and we will refund any sums you have paid in advance for the product in respect of the period after you end the contract.
12.4
12.4 If you do not pay us for the product when you are supposed to (see clause 11.6, 11.7 and 11.8), we may suspend supply of the products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the products. We will not suspend the products where you dispute the unpaid invoice (see clause 11.12) providing that you notify us as soon as possible as soon as you become aware of the same. We will not charge you for the products during the period for which they are suspended. As well as suspending the products we can also charge you interest on your overdue payments (see clause 11.11).
13.1
We may end the contract for a product at any time by writing to you if:
(a)
you do not make any payment to us when it is due and we have not received payment within 7 days of us reminding you that payment is due;
(b)
you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example a delivery address;
(c)
you do not, within a reasonable time, allow us to deliver the products to you or collect them from us; or
(d)
you do not, within a reasonable time, allow us access to your premises to supply the services;
(e)
if you are a business customer and:
(i)
you take any step or action in connection with, entering into administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), 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 your assets or ceasing to carry on business; or
(ii)
you suspend, or threaten to suspend, or cease or threaten to cease, to carry on all or a substantial part of your business; or
(iii)
your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil its obligations under the contract between you and us has been placed in jeopardy; or
(iv)
we reasonably believe that you are about to take any of the actions, or become subject to any of the events listed in clause 13.1 (e) (i) to 13.1 (e) (iii).
(f)
If you are a consumer customer and you stop or suspend payment of any of your debts, or are unable to, or you admit your inability to, pay your debts as they fall due.
13.2
If we end the contract in the situations set out in clause 13.1 we will refund any money you have paid in advance for products we have not provided but we may deduct reasonable compensation for the net costs we will incur as a result of you breaking the contract.
13.3
We may write to you to let you know that we are going to stop providing the product. We will let you know within a reasonable time in advance and will refund any sums you have paid in advance for products which will not be provided.
14.1
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, when you decide to end the contract and whether you are a consumer customer or business customer:
(a)
If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), please see clause 17 if you are a consumer and clause 18 if you are a business customer;
(b)
If you want to end the contract because of something we have done or have told you we are going to do, see clause 14.2;
(c)
If you are a consumer and have just changed your mind about the product, see clause 14.3. 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; or
(d)
In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 14.4.
14.2
If you are ending a contract for a reason set out at (a) to (e) below, the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
(a)
we have told you about an upcoming change to the product or these terms which you do not agree to (see clause 6);
(b)
we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(c)
there is a risk that supply of the products may be significantly delayed because of events outside our control;
(d)
we have suspended supply of the products for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 10 days; or
(e)
you have a legal right to end the contract because of something we have done wrong.
14.3
If you are a consumer customer:
(a)
then for most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms. If you wish to exercise your right to cancel the contract, please notify us in writing. You may wish to use the model cancellation form, which is attached to these terms and conditions.
(b)
Your right as a consumer to change your mind under the Consumer Contract Regulations 2013 does not apply in respect of:
(i)
services, once these have been completed, even if the cancellation period is still running;
(ii)
products sealed for health protection or hygiene purposes, once these have been unsealed after you receive them;
(iii)
any goods which have been customised to your requirements or bespoke goods;
(iv)
sealed audio or sealed video recordings or sealed computer software, once these products are unsealed after you receive them; and
(v)
any products which become mixed inseparably with other items after their delivery.
(c)
how long you have to change your mind under the Consumer Contract Regulations 2013 depends on what you have ordered and how it is delivered:
(i)
If you have bought services, you have 14 days after the day we email you to confirm we accept your order. However, once we have completed the services you cannot change your mind, even if the period is still running. If you cancel after we have started the services, you must pay us for the services provided up until the time you tell us that you have changed your mind; and
(ii)
If you have bought goods, you have 14 days after the day you (or someone you nominate) receives the goods, unless your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery or your goods. If your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.
14.4
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 are not a consumer who has a right to change their mind (see clause 14.1), you can still end the contract before it is completed, but you may have to pay us compensation. A contract for goods is completed when the product is delivered. A contract for services is completed when we have finished providing the services and you have paid for them. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for products not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of you ending the contract. Unfortunately, if you have ordered customised/ bespoke goods, such as goods containing your logo or business name, you are not entitled to return these items unless they are defective. In addition, if you have ordered undergarments or thermal underwear you are not able to return these goods unless they are defective and unworn. Any footwear must be returned to us in the original condition and unworn, unless they are defective.
15.1
To end the contract with us, please let us know by contacting us by phone, email or by post.
15.2
If you end the contract for any reason after products have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. If you are a consumer 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.
15.3
We will only pay the costs of return:
(a)
if the products are faulty or misdescribed; or
(b)
if you are ending the contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return.
15.4
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.
15.5
If you are entitled to a refund under these terms we will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
15.6
If you are exercising your right to change your mind under clause 14.3:
(a)
we may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b)
the maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
(c)
where the product is a service, we may deduct from any refund an amount for the supply of the service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of the contract.
(d)
We will make any refunds due to you as soon as possible:
(i)
if the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us;
(ii)
in all other cases, your refund will be made within 14 days of your telling us you have changed your mind.
If you have any questions or complaints about the product, please contact us.
17.1
If you are a consumer customer we are under a legal duty to supply products that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the products. 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.
(a)
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 lifespan of your product your legal rights entitle you to the following:
(i)
up to 30 days: if your goods are faulty, then you can get an immediate refund.
(ii)
up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
(iii)
up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also clause 14.3.
(b)
If your product is services
The Consumer Rights Act 2015 says:
(i)
you can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it.
(ii)
if you haven't agreed a price beforehand, what you're asked to pay must be reasonable.
(iii)
if you haven't agreed a time beforehand, it must be carried out within a reasonable time.
Please note that all of our goods are off the shelf products and we make no representation or give any warranty that the goods are fit for a particular purpose. You should satisfy yourself that any goods you purchase from us are for the purpose you require.
17.2
If you wish to exercise your legal rights to reject products, you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection.
18.1
18.1 If you are a business customer we warrant that on delivery of the goods and for such period as is stated on the applicable goods (Warranty Period) that the applicable goods shall:
(a)
conform in all material respects with their description and any relevant 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 us.
All of our goods are off the shelf products and we make no representation or give no warranty that the goods are fit for a particular purpose. You should satisfy yourself that any goods you purchase from us are for the purpose you require.
18.2
Subject to clause 18.3, if:
(a)
you give us notice in writing during the Warranty Period within a reasonable time of discovery that a product does not comply with the warranty set out in clause 18.1;
(b)
we are given a reasonable opportunity of examining such product; and
(c)
you return such product to us at our cost, we shall, at our option, repair or replace the defective product, or refund the price of the defective product in full.
18.3
We will not be liable for a product's failure to comply with the warranty in clause 18.1 if:
(a)
you make any further use of such product after giving a notice in accordance with clause 18.2(a);
(b)
the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
(c)
the defect arises as a result of us following any drawing, design or specification supplied by you;
(d)
you alter or repair the product without our written consent; or
(e)
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
18.4
Except as provided in this clause 18, we shall have no liability to you in respect of a product's failure to comply with the warranty set out in clause 18.1.
18.5
These terms shall apply to any repaired or replacement products supplied by us under clause 18.2.
19.1
We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of us breaking this contract or as a result of us failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
19.2
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the products as summarised at clause 17.1 and for defective products under the Consumer Protection Act 1987.
19.3
When we are liable for damage to your property. If we are providing services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the services.
19.4
If you are a consumer we are only supplying the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 20.
20.1
20.1 Nothing in these terms shall limit or exclude our liability for:
(a)
death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b)
fraud or fraudulent misrepresentation;
(c)
breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d)
defective products under the Consumer Protection Act 1987; or
(e)
any matter in respect of which it would be unlawful for us to exclude or restrict liability.
20.2
20.2 Except to the extent expressly stated in clause 18.1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
20.3
Subject to clause 20.1:
(a)
we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
(b)
our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for products under such contract.
20.4
If you purchase any goods from us, which are part of our janitorial range, such goods are not permitted to be resold or made available to consumers and are not permitted to be sold or used by the general public. By purchasing any goods from our janitorial range from us, you acknowledge and agree that you will not resell or make available any such goods to any consumers or the general public.
21.1
The following definition shall apply to this clause:
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade-marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
21.2
If you require us to use any logos, badges tagline, product or business names or similar related items (Customer’s Branding) which are required to be embroidered or embellished onto the goods, then:
(a)
you give us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by you to us for the term of the contract for the purpose of providing the goods and/or services to you; and
(b)
you shall fully indemnify us and hold us harmless from and against all losses, damages, costs, (including legal fees) and expenses incurred by or awarded against us as a result of, or in connection with, any claim made or asserted against us that the Customer’s Branding infringes the Intellectual Property Rights of any third party.
22.1
We will use the personal information you provide to us:
(a)
to supply the products to you;
(b)
to process your payment for the products; and
(c)
if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.
22.2
We will only give your personal information to other third parties where the law either requires or allows us to do so. Please refer to our privacy policy, which is available on our website, for further information.
23.1
We may transfer our rights and obligations under these terms to another organisation.
23.2
You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing to a person who has acquired the product or, where the product is services, any item or property in respect of which we have provided the services.
23.3
This contract is between you and us. No other person shall have any rights to enforce any of its terms.
23.4
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.
23.5
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. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
23.6
These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
23.7
If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
MODEL CANCELLATION FORM
(Complete and return this form only if you wish to withdraw from the contract)
To [TRADER'S NAME, ADDRESS, TELEPHONE NUMBER AND, WHERE AVAILABLE, FAX NUMBER AND E-MAIL ADDRESS TO BE INSERTED BY THE TRADER]
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
Date