These Terms and Conditions will apply to any contract between us for the Sale of Products or Services.
Please read these Terms and Conditions carefully and ensure you understand them, PRIOR to ordering any Products or Services from our website. By placing an order you will be confirming your acceptance of these, as outlined in this document.
We may amend these Terms and Conditions from time to. Every time you wish to order Goods, please check these Conditions to ensure you understand the Terms and Conditions that are applicable.
These Terms and Conditions, and any Contract between us, are governed by The Laws of England.
In these Terms and Conditions:
ALTERNATE PRODUCTS: means product items that are shipped “in lieu” of items that are out of stock. An alternate product is always either the same or better specification to the original product ordered.
BUSINESS: means the business carried out between the Seller and the Buyer at the date of the Contract;
BUYER: means the person, company, partnership or other entity that buys or agrees to buy the Goods, Products and Items from the Seller;
COMPANY: a company, llc or other professional organization that purchases Goods and services tat is not a private individual
CONDITIONS means the Terms and Conditions of sale set out in this document as may be amended in writing from time to time and any special terms and conditions agreed between the Parties;
CONSUMER a Buyer that is an individual acting wholly or mainly outside of their business or trade;
CONTRACT means a contract between the Seller and the Buyer for the sale and purchase of Goods in accordance with these Conditions;
DELIVERY DATE means the date specified by the Seller when the Goods are to be delivered, or the date on which delivery takes place, whichever is the later;
DELIVERY DESTINATION means the location specified in a Contract for the delivery of Goods ordered by the Buyer;
DESPATCH CONFIRMATION an email from the Seller to the Buyer accepting the Buyer’s Offer to Purchase Goods and confirming that such Goods have been dispatched;
GOODS means the items which the Buyer agrees to purchase from the Seller from time to time;
ORDER CONFIRMATION an automatic email from the Seller to the Buyer confirming receipt of the Buyer’s order;
PARTIES: The Parties involved in a Contract, normally the Seller and Buyer
SELLER means DPS LED Lighting Ltd Limited, Registered as Company Number 794574, and whose trading address is 5 Kimpton Road, Sutton, SM3 9QL, VAT Reg: 209927778;
WORKING DAY means any trading day, except UK Bank Holidays.
1. Information about the Seller
1.1 DPS LED Lighting Ltd “The Seller”, is registered as Company Number 794574, and whose trading address is 5 Kimpton Road, Sutton, SM3 9QL, United Kingdom. We operate the several websites ncluding www.dpsledlighting.com and www.lumlites.com
2.0 Contacting Us:
2.1 To cancel or amend a Contract in accordance with your legal right you must do so via email to [email protected]dpsledlighting.com or contact our Customer Services team by telephone on +44 208 819 8990 (Mon-‐Fri 8.30am-‐6pm). On receipt we will e-‐mail or call you to confirm we have received your request and advise the action taken. Whenever emailing us please include details of your order to help us to identify it. If you send us your cancellation request by e-‐mail or by post, then your cancellation is effective from the date of our acceptance and NOT the date you send us the request.
2.2 If you wish to contact us for any other reason, including because you have any complaints, you can contact us by telephoning our customer service team +44 208 819 8990 or by e-‐mailing us at [email protected]
2.3 If we have reason to contact you or give you notice in writing, we will do so by the e-‐mail or contact number you have provided to us in your order.
3.0 Contacting us as a Business Customer:
3.1 You may contact us by telephoning our customer service team at +44 208 819 8990 or by e-‐mailing us at [email protected] If you wish to give us formal notice of any matter in accordance with these conditions.
4.0 Our Products
4.1 The images of the products on our site are for illustrative purposes only. Although every effort has been made to display the colours and details accurately, we cannot guarantee that your computer's display are an accurate reflection of the goods you will receive. Your Goods may vary slightly from those images but will always conform to the quoted specification, unless otherwise advised.
4.2 The packaging of the Goods may vary from that shown on images on our website.
5.0 Alternate Products and Back Orders
5.1 Where a product quantity is requested and only partially available we reserve the right to offer [and ship against backorders] an alternate product which is of the same or better specification. This does not impact on your rights as a Buyer.
5.2 Alternate products are displayed in the shopping cart of the website for you to select should the full quantity of the chosen product not be able to be fulfilled from stock.
5.3 If a backorder is placed and an alternate product becomes available, we will use the alternate to fulfill the order, thus giving you the best possible delivery time for your order.
5.4 If you do not wish to receive “alternates” on back orders placed this must be made clear in the Order Comments on your order when placed.
6.0 How we use your personal information
7.0 If you are NOT a Business Customer
7.1 If you are not a Business Customer, you may only purchase Goods and Services from our site if you over 18 years old.
8.0 If you are a Business Customer
8.1 If you are representing a Company, you confirm by placing an order that you have authority to purchase Goods and Services on behalf of The Company you are representing.
9.0 These Conditions shall apply to all Contracts to the exclusion of all other terms and conditions, including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or similar document.
10.0 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions.
11.0 The parties agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
12.0 How the contract is formed
12.1 All orders for Goods and Services shall be deemed to be an offer by the Buyer to purchase Goods and Services pursuant to these Conditions. Our website will guide you through the ordering process and will give you due opportunity to check and amend any errors before submitting your order. Please check your order at each stage of the order process.
12.2 Any order placed through the website receives an Order Confirmation but not be deemed to have been accepted by the Seller until such time as the order has been processed through the Seller's order processing system and the Buyer receives a despatch confirmation.
12.3 In the case of a Buyer that is not a Consumer, in the event of a change in ownership of the Business or any part of it, the Buyer shall remain liable for any payment due under the Contract unless otherwise agreed in writing by the Seller.
12.4 Once a Contract has been formed, any variation to these Conditions, and any Contract, shall be not be applicable unless agreed in advance in writing by the Seller.
12.5 Quotations issued by the Seller, whether on the website, or otherwise, do not constitute an offer by the Seller to supply the Goods and Services referred to therein.
12.6 The Seller reserves the right to refuse to supply any potential Buyer at any time and for any reason.
12.7 If we are unable to supply you with a product, for example because that product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our website, we will inform you of this by e-‐mail and we will not process your order. If you have already paid for the product(s), we will contact you to discuss the appropriate solution, be it a replacement part, credit or refund.Any shipping fees paid will be also dealt with in a similar manner.
12.8 Where a contract is made on a non-‐cancellable basis then there can be no variation to the terms as specified on the Order Confirmation.
13.0 Our right to vary these terms
13.1 These Terms and Conditions may be varied from time to time without notice.
13.2 Every time you order products from us, the Terms and Conditions in force at the time of your order will apply to the Contract between the parties.
13.3 We may revise these Terms and Conditions as they apply to your order from time to time to reflect any changes in the relevant laws and regulatory requirements.
13.4 If we have to revise these Terms and Conditions as they apply to your order, we will contact you to give you reasonable advance notice of the changes and discuss the Contract if you are not happy with the changes. If a satisfactory outcome cannot be agreed between the parties then you cancel any products outstanding.
14.0 Prices Quoted
14.1 Where products are sold by reference to the website then the price shall be the price stipulated on the website at the date of the Contract. However due to market conditions prices do fluctuate. For the avoidance of doubt the most current price, and the one that will apply in respect of any Contract, will always be the one displayed on the website at the time the Contract is formed.
14.2 All prices are fixed at the date of the Contract and will only subsequently be varied by agreement in writing by both the Buyer and the Seller.
14.3 For the avoidance of doubt, unless otherwise stated, prices quoted for Goods and Services on the website are shown per item.
14.4 For the avoidance of doubt, unless otherwise stated, , the price of the Goods, and all charges, limits or fees referred to in these Terms and Conditions are deemed to be exclusive of VAT (or similar tax) at the prevailing rate, which is currently 20%, and exclusive of any other tax or duty relating to manufacture, transport, import or export all of which (if relevant) shall be applicable at the prevailing rate at the Delivery Date.
14.5 All prices quoted on the website and all charges referred to in these Terms and Conditions are in Pounds Sterling (STG) unless otherwise specified, and all payments must be made in pounds sterling unless otherwise agreed in writing by the Seller.
14.6 Whilst the Seller undertakes every effort in order to prevent any errors and / or omissions on the Website, mis-‐pricing may occur. The Seller reviews all prices as part of its order processing system, and in the event that the product's correct price is lower than that stated on the website then the Seller will charge the lower amount and process the order accordingly. In the event that the product's correct price is higher than that stated on the website then the Seller will, at its entire discretion, either:
14.6.1 contact the Buyer for instructions prior to dispatch of the order; or
14.6.2 cancel the order and notify the Buyer of such cancellation.
15.0 The Seller reserves the right to charge such taxation including and without any limitation any charge, tax, duty, levy, impost, withholding or liability wherever chargeable imposed for support of national, state, federal, municipal or local government or any other person or whether of the UK or any other jurisdiction on the Goods in accordance with the Waste Electrical and Electronic Equipment Directive and/or its United Kingdom equivalent.
16.0 Delivery, Packing & Handling Charges
16.1 Delivery, packing and handling charges are displayed on the Seller's web site. These are subject to change and the Seller reserves the right to notify the Buyer of any such change prior to the Delivery Date.
16.2 Any date quoted for delivery of Goods and Services are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused.
16.3 If you are a Consumer, delivery of items that are in-‐stock at the time of order will be made no more than 30 days after the date of the Dispatch Confirmation unless you and we expressly agree otherwise. Delivery shall take place by such method as the Seller may in its absolute discretion decide, to the Delivery Destination on or as close to the Delivery Date as is reasonably practicable in all the circumstances.
16.4 Deliveries shall be made between 8.30 am and 6.00 pm on any Working Day (Monday to Friday) unless you have expressly agreed and paid for a Saturday delivery). This excludes Bank Holidays.
16.5 In the event that the Buyer requires a delivery on a day or time outside of the Seller's normal delivery the Seller reserves the right to make an additional charge, and shall advise the Buyer of such additional charge when the order is confirmed. For the avoidance of doubt, if you are not a Consumer the Delivery Date is approximate only, and time shall not be of the essence for delivery.
16.6 Delivery of the items shall be deemed to have taken place when they have been delivered to the Delivery Destination and a signature on behalf of the Buyer has been received in respect of the Goods and Services.
16.7 In the event that payment for the Goods and Services has been, or is to be, made through the use of a debit or credit card then the Seller reserves the right to only deliver the Goods and services to the registered address of the holder of that card.
16.8 If, for any reason, the Buyer is not a Consumer and is unable to accept delivery of the Goods and Services when they are due and ready for delivery then the Seller may, in its absolute discretion, arrange the storage of the Goods and services and the Buyer shall be liable to the Seller for the reasonable costs (including insurance) of such storage. This provision is without prejudice to any of the Seller's rights in relation to a failure by the Buyer to take delivery of the Goods and Services or pay for them in accordance with the terms of the Contract.
16.9 The Seller reserves the right to add a packing and insurance charge to any order placed by a Buyer to protect any Goods during transit.
17.0 These Clauses only apply if you are not a Business customer.
17.1 If we miss the 30 day delivery deadline for any Goods and Services then you may cancel your Contract straight away if any of the following apply:
17.1.1 we have refused to deliver the Goods;
17.1.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
17.1.3 you told us before we accepted your order that delivery within the delivery deadline was essential.
17.1.4 If you do not wish to cancel your order straight away, or do not have the right to do so under, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your order if we do not meet the new agreed deadline.
17.2 If you do choose to cancel your order for late delivery, you can do so for any items outstanding on the order. You are not entitled to cancel any Goods and Services on an the order that has already been shipped.
18.0 Payment Terms
18.1 The Buyer shall make payment to the Seller for any orders through one or more of the following mechanisms:
18.1.1 authorised credit card;
18.1.2 authorised debit card;
18.1.3 charging the order to a DPS Business Account; where there is sufficient credit limit available
18.2 In the event the Buyer chooses the Business Account payment method, any new DPS Business Account will only be opened at the Seller's discretion. Prior to the opening of a new DPS Business Account the Seller reserves the right to undertake a background check of the Buyer with any credit reference agency. The Seller shall not be liable for any delay in the processing of the order and delivery of the Goods caused by the background check.
18.3 In the event that the Buyer makes payment for the items through either an authorised credit card or an authorised debit card then whilst the Seller shall use all reasonable precautions to protect and maintain secure the details of such credit or debit card, the Seller shall not be liable for any losses incurred or sustained by the Buyer howsoever caused. In the event that the Buyer discovers that any Goods have been ordered and paid for by persons unauthorised by the Buyer using the Buyer's credit or debit card then the Buyer undertakes to inform the Seller, and the Seller undertakes to use its reasonable endeavours to assist the Buyer in connection with such unauthorised use.
18.4 In the event that the Buyer receives any communication informing you that any of our details, including our account details for payment or other remittance advice have changed, you must contact our Customer Service team (on +44 208 819 8990, or email [email protected] to verify the authenticity of that communication prior to taking any action in case it is fraudulent or otherwise does not originate from the Seller.
19.0 Late payment
19.1 In the event that the Buyer fails to make payment of any invoice within its due date for payment then the Seller shall be entitled to (without limitation) :
19.2 charge interest on such invoice from the date of the invoice until the date of payment of the invoice at a rate of 2% per month and such interest shall accrue at such rate after as well as before judgment;
19.3 charge additional interest in accordance with the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 at such rates and for such times as may be permitted under the Act;
19.4 suspend or cancel any DPS Business Account in the name of the Buyer;
19.5 suspend or cancel deliveries of any Goods and Services due to the Buyer under any Contract;
19.6 appropriate any payment made by the Buyer to such of the items (or any other items supplied under any other Contract with the Buyer) as the Seller may in its sole discretion think fit; or
19.7 pass the outstanding debt to a debt collection agency.
19.8 For the avoidance of doubt, the rights and remedies of the Seller in Clause are cumulative, not exclusive, and the exercise of one thereof shall not deprive the Seller of the right to exercise others. Further, the Seller shall be entitled to exercise the rights and remedies notwithstanding that risk in and / or title to the Goods may not have passed to the Buyer.
19.9 If an Event of Default occurs then without prejudice to the rights and remedies of the Seller:
19.9.1 the Seller may, in its absolute discretion, suspend any and all deliveries under any Contract;
19.9.2 the Seller may appropriate to it any items in its possession; and
19.9.3 any and all sums owed by the Seller shall become immediately due and owing irrespective of any time given for payment prior to the Event of Default.
19.10 An Event of Default shall be deemed to have occurred if:
19.10.1 the Buyer becomes unable to pay its debts as they fall due;
19.11 the Buyer has a receiver, liquidator or administrator appointed over any of the assets or the undertaking of the Buyer;
19.12 a winding-‐up or bankruptcy order is made against the Buyer;
19.13 the Buyer goes into voluntary liquidation (other than for the purpose of a solvent reconstruction or amalgamation);
19.14 the Buyer calls a meeting of or makes any arrangement or composition with its creditors; or
19.15 any act analogous to any of the foregoing in any jurisdiction.
20.0 Breakages, cancellations and returns for Business Customers
20.1 The Seller must be notified of any defect in the quality or condition of the Goods within 3 working days of receipt of the items by the Buyer.
20.2 In the event that the items are standard website items (ie. the items are displayed on the Website), then the Buyer may request replacement items within 14 days from the date of receipt by contacting the Seller's Customer Support Team [email protected] or by telephone +44 208 819 8990, whereupon the Seller can make arrangements with the Buyer for the collection of the goods at the Buyer’s expense via our carrier. Alternatively the customer can return the products themselves at their expense via a signed for service. Goods cannot be returned without an authorised Returns Number. The Buyer is responsible for return postage costs unless a product proves to be faulty.
20.3 Any items returned by the Buyer under the provisions of this Clause must be in a totally resalable condition with all packaging, accessories and instructions complete and intact. If products and their packaging are not returned in a satisfactory condition, including damage caused due to insufficient packaging for the return transition to us, we are permitted by law to refuse a refund or reduce your refund accordingly to take into consideration the reduction in value of the product.
20.4 For the avoidance of doubt, the right of replacement shall not apply to any Goods which are not standard website items (i.e. Specials) or items which are described on the website or Contract as “MadeTo Order”. Orders for “Made To Order” goods cannot be amended, cancelled or returned once the order is accepted. By ordering the Goods the Buyer will have entered into a binding contract to buy the Goods and cannot cancel that contract. Once the Goods have been delivered the Buyer can only return them if they are faulty or damaged.
20.5 The Seller may cancel any Contract at any time before the Goods are delivered. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Goods less an administration fee. Without prejudice to the limitation of liability, the Seller shall not be liable for any loss or damage whatever arising from any cancellation in accordance with this Clause.
20.6 The Buyer may not withhold payment of any invoice or other amount due to the Seller under this Contract by reason of any right of set-‐off or counterclaim which the Buyer may have or alleged to have for any reason whatsoever.
20.7 Any monies due to the Buyer by the Seller as a result of any return of Goods under this Clause shall be refunded within 30 days of receipt by the Seller of the returned Goods through the same method as which payment for the Goods was originally made, save that such refund shall only extend to delivery or insurance charges rendered in respect of the Goods in the event that the Goods are being returned as a result of breakages or fault. In that event, where the value (in pounds sterling) of the Goods returned is less than the entire value of the Goods ordered under any one particular Contract the Seller reserves the right to only refund to the Buyer the same percentage of the delivery or insurance charges as the value of the Goods returned represented to the value of all Goods ordered under the Contract.
20.8 Where the Seller arranges for the return of Goods from the Buyer through the Seller's nominated carrier then the Buyer undertakes to ensure that the Goods are packaged in a manner suitable for safe transportation and are available for collection by the nominated carrier during normal business hours. In the event that the nominated carrier attempts to collect the Goods during normal business hours and is unable to do so (other than at times previously notified by the Buyer to the Seller as being times at which the nominated carrier would not be able to collect the Goods) then the Seller reserves the right to charge the Buyer for the costs incurred through the nominated carrier's inability to collect. Further, in the event that the Goods are damaged in transit on their return to the Seller as a result of poor or insufficient packaging on the part of the Buyer, or are not complete, then the Seller reserves the right not to credit or otherwise refund the Buyer in respect of (in the event that the Goods are being returned for a refund), or replace (in the event that the Goods are being returned for the purposes of replacement), such damaged Goods.
20.9 Where the Buyer arranges for the return of Goods from the Seller through the Buyer's nominated carrier then the Buyer undertakes to ensure that the Goods are packaged in a manner suitable for safe transportation. Return of the goods shall be deemed to have taken place when they have been delivered to the Seller and a signature on behalf of the Seller has been received in respect of the Goods. In the event that the Goods are damaged in transit on their return to the Seller or are not complete, then the Seller reserves the right not to credit or otherwise refund the Buyer in respect of (in the event that the Goods are being returned for a refund), or replace (in the event that the Goods are being returned for the purposes of replacement), such damaged Goods.
21.0 Your Consumer right of return and refund as a NON Business Customer
21.1 If you are a Consumer, you have a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out below.
21.2 This means that during the relevant period if you change your mind or decide for any other reason that you do not want to receive or keep a item(s), you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens' Advice Bureau or Trading Standards Office.
21.3 However, this cancellation right does not apply in the case of:
21.3.1 any bespoke or Made To Order Goods; or
21.3.2 any Goods which become mixed inseparably with other items after their delivery.
21.3.3 Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation (the date on which we e-‐mail you to confirm our acceptance of your order), which is when the Contract between us is formed.
21.3.4 To cancel a Contract, you just need to let us know in writing that you have decided to cancel. The easiest way to do this is to e-‐mail us at [email protected] If you are e-‐mailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by e-‐mail or by post, then your cancellation is effective from the date you send us the e-‐mail or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or e-‐mail us before midnight on that day.
21.4 If you cancel your Contract we will:
21.4.1 refund you the price you paid for the Goods. However, please note we are permitted by law to reduce your refund 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 retail outlet.
21.4.2 refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method). For example, if we offer delivery of a Good within 3-‐5 days at one cost but you choose to have the Good delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
21.5 make any refunds due to you as soon as possible and in any event within the deadlines indicated below:
21.6 if you have received the items and we have not offered to collect it from you: 14 days after the day on which we receive the items back from you or, if earlier, the day on which you provide us with evidence that you have sent the items back to us.;
21.7 if you have not received the item/s or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel the Contract.
21.8 If you have returned the Goods to us because they are faulty or mis-‐described, we will refund the price of the Goods in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the item to us.
21.9 We will refund you on the credit card or debit card used by you to pay. If you used vouchers to pay for the Good we may refund you in vouchers.
21.10 If an item has been delivered to you before you decide to cancel your Contract:
21.10.1 then you must return it to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. You can either send it back with proof of postage, return it to us in-‐store or we can organise collection at your cost via our own carrier. Please see our Returns page for details of our returns procedure. If we have offered to collect the Goods from you, we will collect the Goods from the address to which they were delivered unless specified otherwise in writing. We will contact you to arrange a suitable time for collection.
21.11 unless the item is faulty or not as described you will be responsible for the cost of returning the Goods to us. If the item is one which cannot be returned by post, we can assist and organise collection via our carrier, the cost of which will be advised to you prior to collection. This can be organised by contacting our customer care team on [email protected] or via telephone on +44 208 819 8990.
21.12 Because you are a Consumer, we are under a legal duty to supply items that are in conformity with this Contract. As a Consumer, you have legal rights in relation to items that are faulty or not as described. These legal rights are not affected by your right of return and refund in this Clause 14 or anything else in these Conditions. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
22.0 Product availability
22.1 In the event that the Buyer orders an item which is unavailable, for whatever reason, then the Seller at its absolute discretion reserves the right to contact the Buyer to offer to:
22.1.1 supply a suitable alternative item; or
22.1.2 make a partial shipment of the remainder of Goods ordered by the Buyer.
22.1.3 The Seller shall not be liable for failure to supply the Goods in the event the Buyer chooses to cancel any undelivered items
22.1.4 The Seller shall not be liable for any costs incurred by the Buyer for the booking of an installation contractor where a delay in the delivery of products occurs or where there is a problem with the delivered items. The Seller advises that the Buyer does not book a contractor until the goods have been received and checked.
23.0 Pricing Errors, Changes, Special Offers, Free Gifts, Savings and Product Descriptions
23.1 Any special offers specified on the website may be limited in their quantities and are therefore subject to availability. In the event that there is no further availability of a special offer, then the Seller may, in its absolute discretion, supply an equivalent alternative.
23.2 Any free gifts specified on the Website are subject to availability and the Seller reserves the right to make suitable substitutions without prior notice to the Buyer.
23.3 Any savings (whether actual or percentage) indicated in the on the website are calculated by reference to the manufacturer's list prices and are shown as a guide and are given in good faith.
23.4 Any technical descriptions, measurements, images or other data relating to any products on the website are for general guidance only and may be subject to alteration by the Seller without prior notice to the Buyer.
23.5 For the avoidance of doubt, and without prejudice to the limitations of liability, the Seller shall not be liable to the Buyer for any inaccuracies, errors, product availability or otherwise under this Clause.
23.6 Risk and Title
23.6.1 Risk in the items shall pass to the Buyer :
126.96.36.199 when the items are delivered to the Delivery Destination; or
188.8.131.52 if the items are kept at the Seller's premises, or otherwise to the Seller's order, upon collection of the Goods by the Buyer, or upon the expiry of seven (7) days from the Seller's written notice to the Buyer that the Goods are ready for delivery, whichever is the earlier.
23.7 The Seller accepts no responsibility for any loss, damage or shortage which may occur to the Goods after risk has passed to the Buyer, and in the event that the Buyer has a claim arising in respect of any loss, damage or shortage arising during transit, then such claim should be notified to both the Seller and the carrier within 3 days of receipt of Goods. The Buyer undertakes in such circumstances to comply in full with the carrier’s standard conditions for claims for damage, shortage or loss in transit, and, where the Buyer is not a Consumer, agrees to indemnify the Seller against any loss resulting from a failure to so comply.
23.8 Notwithstanding that delivery may have taken place and / or risk in the Goods may have passed to the Buyer, title to the Goods shall not pass to the Buyer until such time as the Seller has received cleared funds for full payment of the price of the items and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
23.9 Until such time as title in the Goods passes to the Buyer :
23.9.1 the Buyer shall hold the Goods as the fiduciary agent and bailee of the Seller, and shall keep the Goods separate from those of the Buyer and third parties, and shall keep the Goods properly stored, protected and insured against all normal risks, and identified as the Seller's property, but shall be entitled to use the Goods in the ordinary course of its business (save that such entitlement may be terminated forthwith by notice from the Seller to the Buyer, and shall automatically terminate without notice in the event of an Event of Default (as defined in Clause 12.4);
23.9.2 in the event of a liquidator or receiver being appointed then they shall pay into a separate bank account any sums received from third parties in respect of the sales to them of Goods by the Buyer up to the amount of any indebtedness of the Buyer to the Seller for the sole benefit of the Seller); and
23.9.3 provided that the Goods are still in existence and have not been sold by the Buyer in accordance with Clause 17.4.1 above, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller, and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
23.9.4 Any Goods repossessed by the Seller may be resold on such terms as the Seller may in its absolute discretion determine and the Buyer shall remain liable to the Seller for the difference between the net proceeds or such resale and all outstanding sums due to the Seller in respect of the Goods and for all costs and expenses incurred by the Seller in repossessing, storing, insuring and re-‐selling the same.
23.9.5 The Buyer shall not pledge in any way, charge by way of security for any indebtedness for any of the Goods which remain the property of the Seller. Without prejudice to the other rights of the Seller, in the event that the Buyer purports to do so then all sums whatever owing to the Seller by the Buyer shall immediately become due and payable.
24.0 Limitation of liability if you are a Business Customer
24.1 The Seller shall be under no liability to the Buyer :
24.1.1 in respect of any defect arising from wear and tear, wilful damage, negligence, abnormal working conditions, a failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller's approval;
24.1.2 whatsoever in the event that the full price (including VAT, delivery, insurance and other charges payable in accordance with the Conditions) for the Goods has not been paid by the due date for payment.
24.2 Where any valid claim in respect of any of the Goods based on any defect in the quality or condition of the Goods or their failure to meet their specification is notified to the Seller in accordance with these Conditions then
24.2.1 the Seller, at it's sole discretion, be entitled to refund to the Buyer the price of the Goods (or a proportionate part thereof) repair or replace the Goods (or the part in question) at no addition cost to the Buyer.
24.3 The Seller shall not be liable to the Buyer by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of these conditions or any contract, for any consequential loss or damage, whether for loss of profit or otherwise, and whether occasioned by the negligence of the Seller, its directors, servants, agents and employees arising out of or in connection with any act or omission of the Seller relating to the supply of the Goods or their use by the Seller.
24.4 The Seller shall have no liability to the Buyer for loss of revenue, bargain, profit, anticipated savings, contract, business, expectation, use, production, or goodwill; any costs, expenses, liabilities, or commitments waste, suffered, incurred or entered into in reliance on the contract; any costs of purchasing substitutes or replacements for the goods elsewhere; any costs of contractors for installation or removal of any product within the contract for whatsoever reason, any special, indirect or consequential losses; your liability to any third party; or loss or damage suffered by any third party
24.5 The entire liability of the Seller to the Buyer under any one contract shall be limited to the value of the Goods under that contract.
24.6 The Seller shall have no liability to pay any money to the Buyer by way of compensation other than any refund the Seller makes under these conditions. Liability to the Buyer shall not in any event include losses related to any business, such as loss of profits or business interruption, neither will the Seller be responsible to the Buyer for any other loss which is not a foreseeable consequence of the Seller being in breach of these Terms and Conditions or legal duties.
24.7 Goods sold by the Seller are intended for use in the UK only and, if the Buyer wishes to take or use the goods abroad, it is the Buyer’s sole responsibility to confirm that the goods intended to be used outside of the UK comply with any laws, regulations or other standards applicable of the said country outside the UK. All goods are sold in accordance with the manufacturer’s specifications and are subject to any qualifications, representations or instructions contained in the documentation associated with the goods. For the avoidance of doubt any goods purchased for use abroad are still bound by the Seller’s Returns policy. Goods must be checked and damages or errors notified within 3 working days of receipt. For Goods that are dispatched to an address outside of the United Kingdom or are subsequently taken abroad by the Buyer, it is the sole responsibility of the Buyer to manage and pay for any transportation back to the UK should the Buyer wish to return the Goods for any reason. In the event that Goods are collected by or on behalf of the Buyer, the Seller defines that the Buyer is in receipt of the Goods once they leave the Seller’s premises.
24.8 Nothing in these Conditions or any Contract shall be deemed to limit or otherwise restrict the liability of the Seller to the Buyer for:
24.8.1 any death or personal injury caused as a result of the negligence of the Seller, it directors, servants, agents and employees;
24.8.2 fraud or fraudulent misrepresentation.
25.0 Our liability if you are NOT a Business Customer
25.1 If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Conditions or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.
25.2 We only supply the Goods for domestic and private use. You agree not to use the product for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
25.3 We do not in any way exclude or limit our liability for:
25.3.1 death or personal injury caused by our negligence;
25.3.2 fraud or fraudulent misrepresentation;
25.3.3 any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
25.3.4 any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
25.3.5 defective products under the Consumer Protection Act 1987.
26.0 Events outside our control
26.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Clause 20.2.
26.2 An "Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation strikes, lock-‐outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, import or export regulations or embargoes, difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failure or breakdowns in machinery.
26.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
26.3.1 we will contact you as soon as reasonably possible to notify you; and
26.3.2 our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
26.3.3 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
27.0 Copyright and other intellectual property rights
27.1 All content included on the website such as text, graphics, logos, buttons, icons, images and software is the property of the Seller or its content suppliers and is protected by United Kingdom and international copyright and database right laws. The Buyer may not extract and / or re-‐utilise parts of the content of the website or the Catalogue without the Seller's express written consent, save that it may print out, or otherwise electronically copy, one or more sections of the website for the express purpose of placing an order with the Seller.
27.2 All trademarks, product names, company names, logos and get-‐ups remain the property of the Seller or their respective owners and may not be used or reproduced by the Buyer under any circumstances whatsoever.
28.0 Export Terms
28.1 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
29.0 General Terms
29.1 These Conditions, and any Contract based hereon, shall be governed by and construed in accordance with the provisions of English law, and the parties hereby submit to the non-‐exclusive jurisdiction of the English Courts in determining any dispute arising herefrom.
29.2 No forbearance or indulgence by the Seller shown or granted to the Buyer whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be regarded as any waiver of any of these Terms and Conditions.
29.3 The Seller reserves the right to sub-‐contract the whole or any part of any Contract.
29.4 Any provision of these Conditions or any Contract which is, or may be, void or unenforceable shall, to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision the contract.
29.5 The provisions of the Contract (Rights of Third Parties) Act 1999 shall not apply to these Conditions or any Contract and any person who is not a party to these Conditions or the Contract shall have no rights under that Act to enforce any term thereof.
29.6 Any notice under or in connection with these Conditions or any Contract shall be in writing and shall be served by first class post or by hand on the party or sent by recorded delivery to the address of the party set out in the Contract or at such other address as may subsequently be notified by one party to the other, and in the absence of any evidence of earlier receipt any notice shall be deemed to have been received :
29.6.1 if delivered by hand when left at the address for service; or
29.6.2 if sent by first class post or recorded delivery, on the second day after posting.
30.0 Divisibility Clause – Business Customers
30.1 This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.