“Private Customers” Terms and Conditions
Please read the following important terms and conditions before you buy anything from us (on our website, by telephone, by email, by post or in-store) and check that they contain everything which you want and nothing that you are not willing to agree to.
Summary of your key rights
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 you're entitled to the following:
- up to 30 days: if your goods are faulty, you can get a refund
- up to six months: if they can't be repaired or replaced, then you're entitled to a full refund in most cases
- up to six years: if the goods do not last a reasonable length of time you may be entitled to some money back
When you buy goods on our website, by telephone, by email or by post, The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that up to 14 days after receiving your goods, in most cases, you can change your mind and get a full refund (please note that you will have to bear the direct cost of returning the goods). In addition to the above statutory rights you will also be offered a further period of 46 days to change your mind and get a full refund on the same terms as The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (please note that you will have to bear the direct cost of returning the goods).
When you buy goods in-store, you DON’T have a legal right to a refund or replacement just because you change your mind, BUT please see our cancellation policy at 4 and 5 below.
This is a summary of some of your key rights. For detailed information from Citizens Advice please visit www.adviceguide.org.uk or call 03454 04 05 06.
The information in this summary box summarises some of your key rights. It is not intended to replace the contract below which you should read carefully.
This contract sets out:
- your legal rights and responsibilities
- our legal rights and responsibilities, and
- certain key information required by law
In this contract:
- ‘We’, ‘us’ or ‘our’ means Gerstaecker UK Limited trading as GreatArt, and
- ‘You’ or ‘your’ means the person buying goods from us.
If you don’t understand any of this contract and want to talk to us about it, please speak with us in store or contact us by:
- Email: welcome@greatart.co.uk (Monday to Friday 9:00 to 17:00); or
- Telephone: 0300 303 4224 (charged at the same rate as standard 01 or 02 UK landline numbers, and included in any applicable landline or mobile inclusive minutes packages) Monday to Friday: 9:00 to 17:00). We may record calls for quality and training purposes.
Who are we?
We are registered in England and Wales under company number: 04266620
Our registered office is at: 41-49 Kingsland Road, LONDON, E2 8AG
Our VAT number is: 780 883882
The details of this contract will not be filed with any relevant authority by us.
1. Introduction
1.1 If you buy goods from us (on our website, by telephone, by email, by post or in-store) you agree to be legally bound by this contract.
1.2 You may only buy goods from us for non-business reasons.
1.3 This contract is only available in English. No other languages will apply to this contract.
1.4 When buying any goods you also agree to be legally bound by:
1.4.1 our terms and conditions and any documents referred to in them;
1.4.2 our VAP Programme terms and conditions and any documents referred to in them, if you are entitled to our VAP Programme;
1.3.2` extra terms which may add to, or replace some of, this contract. This may happen for legal or regulatory reasons. We will contact you to let you know if we intend to do this by giving you one month's notice.
All these documents form part of this contract as though set out in full here.
2 Information we give you
2.1 By law, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that we must give you certain key information before a legally binding contract between you and us is made (see the summary box below). We will give you this information in a clear and understandable way. Some of this information is likely to be obvious from the context. Some of this information is also set out in this contract, such as information on our complaint handling policy (see clause 12).
Information we will give you
We will give you information on:
the main characteristics of the goods you want to buy
who we are, where we are based and how you can contact us
the total price of the goods including any taxes (or where this cannot reasonably be worked out in advance, the manner in which we will work out the price)
all additional delivery charges (or where this cannot reasonably be worked out in advance, the fact that such additional charges may be payable)
the arrangements for payment, delivery, performance, and the time by which we will deliver the goods
our complaint handling policy
the fact that we are under a legal duty to supply goods that are in conformity with the contract
Also when buying on our website:
2.1.1 click on the “Terms and Conditions” button always present in the footer;
2.1.2 read the acknowledgement email (see clause 3.1.3); or
2.1.3 contact us using the contact details at the top and bottom of this page.
2.2 The key information we give you by law forms part of this contract (as though it is set out in full here).
2.3 If we have to change any key information once a legally binding contract between you and us is made, we can only do this if you agree to it.
3 Ordering goods from us (on our website, by telephone, by email, by post or in-store)
3.1 Below, we set out how a legally binding contract between you and us is made:
3.1.1 Any quotation given by us before you make an order for goods is not a binding offer by us to supply such goods.
3.1.2 When you decide to place an order for goods with us, this is when you offer to buy such goods from us.3/8
3.1.3 When you place your order with us, we will acknowledge it in store or by email. This acknowledgement does not, however, mean that your order has been accepted.
3.1.4 When you place your order on our website, at the end of the online checkout process (ie. when you click on the “Payment” button) we will acknowledge it by email. This acknowledgement does not, however, mean that your order has been accepted.
3.1.5 We may contact you to say that we do not accept your order. If we do this, we will try to tell you promptly why we do not accept your order. This is typically for the following reasons:
(a) the goods are unavailable
(b) we cannot authorise your payment
(c) you are not allowed to buy the goods from us
(d) we are not allowed to sell the goods to you
(e) you have ordered too many goods
(f) there has been a mistake on the pricing or description of the goods
3.1.6 We will only accept your order when we confirm this in store or we will email you to confirm this (Confirmation E-mail). At this point:
(a) a legally binding contract will be in place between you and us, and
(b) we will dispatch the goods to you
3.1.7 Stock information is live for orders made by telephone but is only updated hourly on the website which means that the stock information on the website might not be 100% accurate at the time of ordering.
3.2 You may not be able to buy certain goods because you are too young. We will not sell any goods to you that are not legally allowed to be sold to minors, and we will ask for proof of age where we deem it appropriate.
4 Right to cancel this contract
4.1 You have the right to cancel this contract within 60 days without giving any reason (being either a 14 day period pursuant to The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 plus an additional 46 day period offered by us on the same terms, or a 60 day contractual right to cancel when you buy goods in store).
4.2 As per clause 4.1, the cancellation period will expire after 60 days from the date we accept your order either in store or by Confirmation Email.
4.3 To exercise the right to cancel, you must inform us of your decision to cancel this contract by a clear statement (eg a letter sent by post, fax or email). You can use the model cancellation form set out in the box below, but it is not obligatory.
Cancellation form
To [insert the trader's name, geographical address and, where available, fax number and email address]:
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/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
[*] Delete as appropriate
4.4 In-store: you will need to provide us with the receipt of your purchase. If you have lost the receipt all you have to do is provide proof of purchase, such as a credit card statement for instance.
4.5 To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
5 Effects of cancellation
5.1 If you cancel this contract, we will reimburse to you all payments received from you, including the costs of delivery (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us).
5.2 We may make a deduction from the reimbursement for loss in value of any goods supplied, if the loss is the result of unnecessary handling by you or inappropriate storage of the goods.
5.3 We will make the reimbursement without undue delay, and not later than:
5.3.1 14 days after the day we received back from you any goods supplied; or
5.3.2 (if earlier) 14 days after the day you provide evidence that you have returned the goods; or
5.3.3 if there were no goods supplied, 14 days after the day on which we are informed about your decision to cancel this contract.
5.4 We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise, except in the case of payment for goods in store by way of cash or cheque. In any event, you will not incur any fees as a result of the reimbursement.
5.5 If you have received goods:
5.5.1 you shall send back the goods without undue delay and in any event not later than 14 days from the day on which you communicate your cancellation of this contract to us. The deadline is met if you send back the goods before the period of 14 days has expired. Where you intend to send back the goods, please contact our customer service team on 0300 303 4224 or welcome@greatart.co.uk, who will give you important information and provide you with the return address;
5.5.2 you will have to bear the direct cost of returning the goods;
5.5.3 you are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the goods.
6 Delivery
6.1 The goods you order will be delivered to you within 7 to 10 working days of the Confirmation Email (see clause 3.1.6).
6.2 If something happens which:
6.2.1 is outside of our control, and
6.2.2 affects the estimated date of delivery we will let you have a revised estimated date for delivery of the goods.
6.3 Delivery of the goods will take place when we deliver them to the address that you gave to us.
6.4 Unless you and we agree otherwise, if we cannot deliver your goods within 30 days, we will:
6.4.1 let you know
6.4.2 cancel your order, and
6.4.3 give you a refund.
6.5 If nobody is available to take delivery, please let us know using the contact details at the top of this page.
6.6 You are responsible for the goods when delivery has taken place. In other words, the risk in the goods passes to you when you take possession of the goods.
6.7 For any orders to be delivered outside the UK, please order from our parent company: order@gerstaecker.com.
6.8 We may deliver your goods in instalments. We will give you reasonable notice where we intend to do so.
6.9 Products are only shipped to the United Kingdom.
7 Payment
7.1 We accept the following means of payment: Maestro, MasterCard, Visa, Visa Electron, Visa Debit, American Express and Paypal. In-store we also accept payment by cash and cheque.
7.2 We will do all that we reasonably can to ensure that all of the information you give us when paying for the goods is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.
7.3 Your credit card or debit card will only be charged when your order is confirmed by us.
7.4 All payments by credit card or debit card need to be authorised by the relevant card issuer. We may also need to use extra security steps via:
7.4.1 Verified by Visa: greatart.co.uk/faq
7.4.2 Mastercard®SecureCodeTM: greatart.co.uk/faq or
7.5 If your payment is not received by us and you have already received the goods, you:
7.5.1 must pay for such goods within 30 days, or
7.5.2 must return them to us as soon as possible. If so, you must keep the goods in your possession, take reasonable care of them (including ensuring that you follow any instructions or manuals given with thegoods) and not use them before you return them to us .
7.6 If you do not return any goods (such as where you have not paid for them) we may collect the goods from you at your expense. We will try to contact you to let you know if we intend to do this
7.7 Nothing in this clause affects your rights to cancel the contract under clauses 4 and 5.
7.8 The price of the goods:
7.8.1 is in pounds sterling (£)(GBP)
7.8.2 includes VAT at the applicable rate
7.8.3 does not include the cost of delivering the goods (if you want information on your delivery options and costs, speak with us in store or visit our webpage greatart.co.uk/faq before you place your order.
7.9 An additional delivery charge of £5 will be applied for UK Offshore, Scottish Highlands and Channel Islands, Northern Ireland, Isle of Mann, Perth, Inverness, Kirkwall, Paisley, Lerwick, Kilmarnock, Outer Hebrides, Isle of Wight, Guernsey and Jersey. This is due to different policies operated by our carrier to deliver to these areas. In respect of such orders the total delivery costs will be notified to you prior to dispatch and/or payment. During promotions such as “Free delivery weekend”, delivery to the above mentioned areas will still attract the additional £5 delivery charge, unless clearly specified.
8 Nature of the goods
8.1 The Consumer Rights Act 2015 gives you certain legal rights (also known as ‘statutory rights’), for example, the goods:
8.1.1 are of satisfactory quality
8.1.2 are fit for purpose
8.1.3 match the description, sample or model.
8.2 We must provide you with goods that comply with your legal rights.
8.3 The packaging of the goods may be different from that shown in store or in our catalogue.
8.4 While we try to make sure that
8.4.1 all weights, sizes and measurements set out in store or in our catalogue are as accurate as possible, there may be a small tolerance of up to 5% in such weights, sizes and measurements.
8.4.2 the colours of our goods are displayed accurately on the website, the actual colours that you see on your device may vary depending on the settings of your screen.
8.4.3 The colours of our goods are also printed accurately in our catalogues and brochures, the actual colour may vary as the process of photography and printing involves a lot of transitions and changes
8.5 Any goods sold: 6/8
8.5.1 at discount prices;
8.5.2 as remnants; or
8.5.3 as substandard; will be identified and sold as such. Please check that they are of a satisfactory quality for their intended use.
8.6 If we can’t supply certain goods we may need to substitute them with alternative goods of equal or better standard and value. In this case:
8.6.1 we will let you know if we intend to do this but this may not always be possible; and
8.6.2 you can refuse to accept such substitutes, in which case we will offer you a refund or a replacement and let you know how long such an offer remains open for.
9 Faulty goods
9.1 Your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’), are set out at the top of this contract. They are a summary of your key rights. For more detailed information on your rights and what you should expect from us, please:
9.1.1 speak with us in store,
9.1.2 visit our webpage: greatart.co.uk/faq
9.1.3 contact us using the contact details at the top of this page, or
9.1.4 visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06
9.2 Nothing in this contract affects your legal rights under the Consumer Rights Act 2015 (also known as ‘statutory rights’). You may also have other rights in law.
9.3 Please contact us using the contact details at the top of this page, if you want:
9.3.1 us to repair the goods;
9.3.2 us to replace the goods;
9.3.3 a price reduction; or
9.3.4 to reject the goods and get a refund.
10 End of the contract
10.1 If this contract is ended it will not affect our right to receive any money which you owe to us under this contract.
11 Limit on our responsibility to you
11.1 Except for any legal responsibility that we cannot exclude in law (such as for death or personal injury), we are not legally responsible for :
11.1.1 losses that:
(a) were not foreseeable to you and us when the contract was formed; or
(b) that were not caused by any breach on our part;
11.1.2 business losses; and
11.1.3 losses to non-consumers.
12 Disputes
12.1 We will try to resolve any disputes with you quickly and efficiently.
12.2 If you are unhappy with:
12.2.1 the goods;
12.2.2 our service to you; or
12.2.3 any other matter; please contact us as soon as possible. 7/8
12.3 If you and we cannot resolve a dispute using our internal complaint handling procedure, we will let you know that we cannot settle the dispute with you.
12.4 If you want to take court proceedings, the relevant courts of the United Kingdom will have exclusive jurisdiction in relation to this contract.
12.5 Relevant United Kingdom law will apply to this contract.
13 Third party rights
13.1 No one other than a party to this contract has any right to enforce any term of this contract.
14 Gift Vouchers
14.1 Gift Vouchers are not deductible against any delivery costs or charges, only against the value of goods ordered.
14.2 Gift Vouchers can be used in conjunction with other offers or discounts.
14.3 Gift Vouchers are valid until the expiry date shown on them, and can be redeemed by entering the code printed on the back.
14.4 We accept no responsibility for any loss or unapproved use of a Gift Voucher issued by us or by a third party.
14.5 Gift vouchers have no monetary value and cannot be exchanged, or returned for cash in any circumstance.
15 Special Offers/Discounts/Vouchers
15.1 The terms and conditions for any special offers/discounts/vouchers will be notified in advance of the offer/discount and/or printed on the voucher.
15.2 Promotional vouchers have no monetary value and cannot be redeemed for cash.
15.3 Products from the I Love Art range are not discountable because they already have the lowest possible price and the price match guarantee (see paragraph 16 below).
15.4 Unless specified, offers are not valid on products which are already discounted from RRP, gift vouchers, books and from the I LOVE ART range.
(Please note that Scottish Isles and Highlands, Isle of Wight, Isle of Man, Northern Ireland and Channel Islands will still need to pay an additional charge of £5).
15.5 The Birthday promotion is not valid on products which are already discounted from RRP, gift vouchers, books and from the I LOVE ART range.
15.6 Items offered as a “Free Gift” are only available while stocks last. No substitutions will be made. Gifts cannot be exchanged for goods or cash.
16 Price match guarantee
16.1 Subject to conditions 16.2 to 16.5, we will match the price of a competitor for a particular item provided that:
16.1.1 you notify us of the claim within 7 days of placing your order with us;
16.1.2 the item sold by the competitor is:
(a) identical to the item ordered by you;
(b) in stock and available immediately for delivery to the same delivery address provided to us by you;
(c) brand new and not damaged;
(d) not offered by auction (including eBay and the like), non-UK based competitors, or websites not operating secure (SSL) payment systems;
(e) not a clearance item or part of a discounted line;
(f) not on sale; and
16.1.3 the competitor’s price:
(a) includes all delivery and other charges; and
(b) is verifiable by us.
16.2 We may require you to provide written proof that your claim complies with the conditions set out at 16.1 above.
16.3 Where we accept your price match claim, we will refund the difference between the price paid for the item by you and
the competitor’s price.
16.4 For the avoidance of doubt, our price match guarantee cannot be applied to our own prices on our website, or in any
other information issued by us.
16.5 We reserve the right to refuse to match the price of any item where we have reasonable grounds for believing that the
claim being made is not genuine for any reason.
“Professional Customers” Terms and Conditions
1 Definitions and interpretation
1.1 In these Conditions the following definitions apply:
Affiliate means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;
Bribery Laws means the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption.
Business Day means a day other than a Saturday, Sunday or bank or public holiday when banks generally are open for non-automated business in England;
Conditions means the Supplier’s terms and conditions of sale set out in this document;
Confidential Information means any commercial, financial or technical information, information relating to the Goods, plans, know-how or trade secrets which is obviously confidential or has been identified as such, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;
Contract means the agreement between the Supplier and the Customer for the sale and purchase of Goods incorporating these Conditions and the Order;
Control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company;
Customer means the person who purchases the Goods from the Supplier and whose details are set out in the Order;
Force Majeure means an event or sequence of events beyond a party's reasonable control (after exercise of reasonable care to put in place robust back-up and disaster recovery arrangements) preventing or delaying it from performing its obligations under the Contract including an act of God, fire, flood, lightning, earthquake or other natural disaster; war, riot or civil unrest; interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service; or material required for performance of the Contract; strike, lockout or boycott or other industrial action including strikes or other industrial disputes involving the Supplier’s or its suppliers workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;
Goods means the goods and related accessories, spare parts and documentation and other physical material set out in the Order or understood by the parties to be included in the Goods and to be supplied by the Supplier to the Customer;
Intellectual Property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in goodwill, rights in confidential information, rights to sue for passing off, domain names and all similar rights and, in each case:
(a) whether registered or not
(b) including any applications to protect or register such rights
(c) including all renewals and extensions of such rights or applications
(d) whether vested, contingent or future
(e) to which the relevant party is or may be entitled, and
(f) in whichever part of the world existing;
Location means the address(es) for delivery of the Goods as set out in the Order;
Modern Slavery Policy means the Supplier's anti-slavery and human trafficking policy in force and notified to the Customer from time to time;
Order means an order for the Goods from the Supplier placed by the Customer in substantially the same form set out in the Supplier’s sales order form;
Price has the meaning given in clause 3.1;
Specification means the description, any samples, or specification of the Goods and their packaging set out or referred to in the Order;
Supplier means Gerstaecker UK Limited trading as Great Art, company number 04266620, registered office address, 41-49 Kingsland Road, London, E2 8AG, VAT number 780 883882; and
VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods.
1.2 In these Conditions, unless the context requires otherwise:
1.2.1 any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;
1.2.2 a reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
1.2.3 a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
1.2.4 a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.5 a reference to a gender includes each other gender;
1.2.6 words in the singular include the plural and vice versa;
1.2.7 any words that follow 'include', 'includes', 'including', ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
1.2.8 a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form;
1.2.9 a reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time except to the extent that any such amendment, extension or re-enactment would increase or alter the liability of a party under the Contract; and
1.2.10 a reference to legislation includes all subordinate legislation made from time to time under that legislation.
2 Application of these Conditions
2.1 These Conditions apply to and form part of the Contract between the Supplier and the Customer. They supersede any previously issued terms and conditions of purchase or supply.
2.2 No terms or conditions endorsed on, delivered with, or contained in the Customer's purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that the Supplier otherwise agrees in writing.
2.3 No variation of these Conditions or to an Order or to the Contract shall be binding unless expressly agreed in writing and executed by a duly authorised signatory on behalf of the Supplier.
2.4 Each Order by the Customer to the Supplier shall be an offer to purchase Goods subject to these Conditions.
2.5 An Order may be withdrawn or amended by the Customer at any time before acceptance by the Supplier. If the Supplier is unable to accept an Order, it shall notify the Customer as soon as reasonably practicable.
2.6 The offer constituted by an Order shall remain in effect and capable of being accepted by the Supplier until withdrawn by the Customer giving notice to the Supplier after the expiry of 28 Business Days from the date on which the Customer submitted the Order.
2.7 The Supplier may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:
2.7.1 the Supplier’s written acceptance of the Order; or
2.7.2 the Supplier dispatching the Goods or notifying the Customer that they are available for collection (as the case may be).
2.8 Rejection by the Supplier of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.
2.9 The Supplier may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply Goods and are incapable of being accepted by the Customer.
2.10 Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.
3 Price
3.1 The price for the Goods shall be as set out in the Order or, in default of such provision, shall be calculated in accordance with the Supplier's scale of charges in force from time to time by the Supplier and received and acknowledged by the Customer before the date the Order is made (Price).
3.2 The Prices are exclusive of packaging, delivery, and insurance which shall be charged in addition at the Supplier’s standard rates. An additional delivery charge of £5 will be applied for UK Offshore, Scottish Highlands and Channel Islands - Northern Ireland (BT), Isle of Man (IM), Perth (PH), Inverness (IV), Kirkwall (KW), Paisley (PA), Lerwick (ZE), Kilmarnock (KA), Outer Hebrides (HS), Isle of Wight (PO), Guernsey (GY) and Jersey (JE). In respect of such orders, the total delivery costs will be notified to the Customer prior to dispatch and/or payment. During promotions such as “free
delivery weekend”, the additional £5 delivery charge will still be made.
3.3 The Supplier may increase the Prices at any time by giving the Customer not less than 15 Business Days’ notice in writing provided that the increase does not exceed 5% of the Prices in effect immediately prior to the increase.
3.4 Notwithstanding clause 3.3, the Supplier may increase the Prices with immediate effect by written notice to the Customer where there is an increase in the direct cost to the Supplier of supplying the relevant Goods which exceeds 5% and which is due to any factor beyond the control of the Supplier.
4 Payment
4.1 The Supplier shall invoice the Customer for the Goods at any time.
4.2 The Customer shall pay all invoices:
4.2.1 in full without deduction or set-off, in cleared funds within 28 days of the date of each invoice; and
4.2.2 to the bank account nominated by the Supplier.
4.3 Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:
4.3.1 the Supplier may, without limiting its other rights, charge interest on such sums at 8% per year, and
4.3.2 interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
5 Credit limit
The Supplier may set and vary credit limits from time to time and withhold all further supplies if the Customer exceeds such credit limit.
6 Delivery
6.1 An Order shall specify whether the Goods are to be:
6.1.1 delivered by the Supplier, or by a carrier appointed by the Supplier, to the Location ; or
6.1.2 made available for collection by the Customer at the Supplier's, or carrier's, premises set out in the Order (as the case may be). The Customer shall collect the Goods within the period specified in the Order.
6.2 The Goods shall be deemed delivered:
6.2.1 if delivered by the Supplier under clause 6.1.1, on arrival of the Goods at the Location (where the Goods are delivered on a pallet, the carrier will only be required to deliver to the nearest accessible and lockable ground floor door at the delivery address specified by the Customer); or
6.2.2 if delivered by a carrier under clause 6.1.1, on delivery of the Goods by the Supplier to the carrier; or
6.2.3 if collected by the Customer under clause 6.1.2, when the Supplier makes the Goods available for collection at the Supplier's, or carrier's, premises (as the case may be).
6.3 The Customer shall not be entitled to reject any delivery of Goods on the basis that an incorrect volume of Goods has been supplied provided the volumes are within the tolerances (if any) set out in the Order.
6.4 The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6.5 Delivery of the Goods shall be accompanied by a delivery note stating:
6.5.1 the date of the Order;
6.5.2 the product numbers, type and quantity of Goods in the consignment; and
6.6 Time of delivery is not of the essence. The Supplier shall use its reasonable endeavours to meet delivery dates (which will usually be approximately 5 to 8 working days from the date of the Order) but such dates are approximate only.
6.7 The Supplier shall not be liable for any delay in or failure of delivery caused by:
6.7.1 the Customer's failure to: (i) make the Location available, (ii) prepare the Location as required for delivery or (iii) provide the Supplier with adequate instructions for delivery;
6.7.2 the Customer's failure to collect the Goods from the Supplier's premises; or
6.7.3 Force Majeure.
6.8 If the Customer fails to accept delivery of the Goods the Supplier shall store and insure the Goods pending delivery, and the Customer shall pay all costs and expenses incurred by the Supplier in doing so.
6.9 If 28 Business Days following the due date for delivery or collection of the Goods, the Customer has not taken delivery of or collected them, the Supplier may resell or otherwise dispose of the Goods. The Supplier shall:
6.9.1 deduct storage charges at the Supplier's then-applicable rate and reasonable costs of resale and
6.9.2 account to the Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.
6.9.3 Products are only shipped to the United Kingdom.
7 Risk
Risk in the Goods shall pass to the Customer on Delivery.
8 Title
8.1 Title to the Goods shall pass to the Customer once the Supplier has received payment in full and cleared funds for the Goods.
8.2 Until title to the Goods has passed to the Customer, the Customer shall:
8.2.1 hold the Goods as bailee for the Supplier;
8.2.2 store the Goods separately from all other material in the Customer's possession;
8.2.3 take all reasonable care of the Goods and keep them in the condition in which they were delivered;
8.2.4 insure the Goods from the date of Delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting the Supplier's interest on the policy;
8.2.5 ensure that the Goods are clearly identifiable as belonging to the Supplier;
8.2.6 not remove or alter any mark on or packaging of the Goods;
8.2.7 inform the Supplier immediately if it becomes subject to any of the events or circumstances set out in clauses 17.1.1 to 17.1.4 or 17.2.1 to 17.2.11; and
8.2.8 on reasonable notice permit the Supplier to inspect the Goods during the Customer’s normal business hours and provide the Supplier with such information concerning the Goods as the Supplier may request from time to time.
8.3 Notwithstanding clause 8.2, the Customer may use or resell the Goods in the ordinary course of its business until such time as it becomes aware or ought reasonably to have become aware that an event specified in clauses 17.1.1 to 17.1.4 or 17.2.1 to 17.2.11 has occurred or is likely to occur.
8.4 If the Customer resells the Goods in accordance with clause 8.3, title to the Goods shall pass to the Customer immediately prior to the resale.
8.5 If, at any time before title to the Goods has passed to the Customer, the Customer informs the Supplier, or the Supplier reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 17.1.1 to 17.1.4 or 17.2.1 to 17.2.11, the Supplier may:
8.5.1 require the Customer at the Customer's expense to re-deliver the Goods to the Supplier; and
8.5.2 if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.
9 Warranty
9.1 The Supplier warrants that the Goods shall, for a period of three months from Delivery (the Warranty Period):
9.1.1 conform in all material respects to the Order and Specification;
9.1.2 be free from material defects in design, material and workmanship; and
9.1.3 be of satisfactory quality within the meaning of the Sale of Goods Act 1979.
9.2 The Customer warrants that it has provided the Supplier with all relevant, full and accurate information as to the Customer’s business and needs.
9.3 The Supplier shall, at its option, repair, replace, or refund the Price of, any Goods that do not comply with clause 9.1, provided that the Customer:
9.3.1 serves a written notice on the Supplier:
(a) during the Warranty Period in the case of defects discoverable by a physical inspection; or
(b) in the case of latent defects, within one month from the date on which the Customer became aware (or should reasonably have become aware) of the defect;
9.3.2 provides the Supplier with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;
9.3.3 gives the Supplier a reasonable opportunity to examine the defective Goods; and
9.3.4 returns the defective Goods to the Supplier at the Supplier’s expense.
9.4 The provisions of these Conditions, including the warranties set out in clause 9.1, shall apply to any Goods that are repaired or replaced with effect from Delivery of the repaired or replaced Goods.
9.5 The Supplier shall not be liable for any failure of the Goods to comply with clause 9.1:
9.5.1 where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;
9.5.2 to the extent caused by the Customer's failure to comply with the Supplier's instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;
9.5.3 to the extent caused by the Supplier following any specification or requirement of the Customer in relation to the Goods;
9.5.4 where the Customer modifies any Goods without the Supplier's prior written consent or, having received such consent, not in accordance with the Supplier’s instructions; or
9.5.5 where the Customer uses any of the Goods after notifying the Supplier that they do not comply with clause 9.1.
9.6 Except as set out in this clause 9:
9.6.1 the Supplier gives no warranties and makes no representations in relation to the Goods; and
9.6.2 shall have no liability for their failure to comply with the warranty in clause 9.1, and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.
10 Anti-bribery
10.1 For the purposes of this clause 10 the expressions 'adequate procedures' and 'associated with' shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
10.2 Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and use all reasonable endeavours to ensure that:
10.2.1 all of that party’s personnel;
10.2.2 all others associated with that party; and
10.2.3 all of that party’s subcontractors; involved in performing the Contract so comply.
10.3 Without limitation to clause 10.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
10.4 Each party shall immediately notify the other as soon as it becomes aware of a breach or possible breach of any of the requirements in this clause 10.
11 Anti-slavery
11.1 The Customer undertakes, warrants and represents that it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy;
11.2 Any breach of clause 11.1 by the Customer shall be deemed a material breach of the Contract and shall entitle the Supplier to terminate the Contract with immediate effect.
12 Indemnity and insurance
12.1 The Customer shall indemnify the Supplier from and against any losses, damages, liability, costs (including legal fees) and expenses which the Supplier may suffer or incur directly or indirectly from the Customer’s breach of any of its obligations under the Contract.
12.2 The Customer shall have in place contracts of insurance with reputable insurers incorporated in the United Kingdom to cover its obligations under the Contract. On request, the Customer shall supply so far as is reasonable evidence of the maintenance of the insurance and all of its terms from time to time applicable.
13 Limitation of liability
13.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 13.
13.2 Subject to clauses 13.5 and 13.6, the Supplier’s total liability shall not exceed the consideration paid for any Goods bought by the Customer in accordance with these terms.
13.3 Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for consequential, indirect or special losses.
13.4 Subject to clauses 13.5 and 13.6, the Supplier shall not be liable for any of the following (whether direct or indirect):
13.4.1 loss of profit;
13.4.2 loss of data;
13.4.3 loss of use;
13.4.4 loss of production;
13.4.5 loss of contract;
13.4.6 loss of opportunity;
13.4.7 loss of savings, discount or rebate (whether actual or anticipated);
13.4.8 harm to reputation or loss of goodwill.
13.5 The limitations of liability set out in clauses 13.2 to 13.4 shall not apply in respect of any indemnities given by either party under the Contract.
13.6 Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:
13.6.1 death or personal injury caused by negligence;
13.6.2 fraud or fraudulent misrepresentation;
13.6.3 any other losses which cannot be excluded or limited by applicable law;
13.6.4 any losses caused by wilful misconduct.
14 Intellectual property
14.1 The Supplier shall indemnify the Customer from and against any losses, damages, liability, costs and expenses (including reasonable professional fees) incurred by it as a result of any action, demand or claim that use or possession of the Goods infringes the Intellectual Property Rights of any third party (IPR Claim), provided that the Supplier shall have no such liability if the Customer:
14.1.1 does not notify the Supplier in writing setting out full details of any IPR Claim of which it has notice as soon as is reasonably possible;
14.1.2 makes any admission of liability or agrees any settlement or compromise of the relevant IPR Claim without the prior written consent of the Supplier;
14.1.3 does not let the Supplier at its request and own expense have the conduct of or settle all negotiations and litigation arising from the IPR Claim at its sole discretion;
14.1.4 does not take all reasonable steps to minimise the losses that may be incurred by it or by any third party as a result of the IPR Claim;
14.1.5 does not, at the Supplier's request, provide the Supplier with all reasonable assistance in relation to the IPR Claim (at the Customer’s expense) including the provision of prompt access to any relevant premises, officers, employees, contractors or agents of the Customer.
14.2 If any IPR Claim is made or is reasonably likely to be made, the Supplier may at its option:
14.2.1 procure for the Customer the right to continue using and possessing the relevant Goods; or
14.2.2 modify or replace the infringing part of the Goods so as to avoid the infringement or alleged infringement, provided the Goods remain in material conformance to their Specification.
14.3 The Supplier's obligations under clause 14.1 shall not apply to Goods modified or used by the Customer other than in accordance with the Contract or the Supplier’s instructions. The Customer shall indemnify the Supplier against all losses, damages, liability, costs and expenses (including reasonable legal fees) incurred by the Supplier in connection with any claim arising from such modification or use.
15 Confidentiality and announcements
15.1 The Customer shall keep confidential all Confidential Information of the Supplier and of any Affiliate of the Supplier and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:
15.1.1 any information which was in the public domain at the date of the Contract;
15.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;
15.1.3 any information which is independently developed by the Customer without using information supplied by the Supplier or by any Affiliate of the Supplier; or
15.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.
15.2 This clause 15 shall remain in force for a period of five years from the date of the Contract.
15.3 The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.
16 Force Majeure
16.1 A party shall not be liable if delayed in or prevented from performing its obligations due to Force Majeure, provided that it:
16.1.1 promptly notifies the other of the Force Majeure event and its expected duration; and
16.1.2 uses best endeavours to minimise the effects of that event.
16.2 If, due to Force Majeure, a party:
16.2.1 is or shall be unable to perform a material obligation; or
16.2.2 is delayed in or prevented from performing its obligations for a continuous period exceeding 14 days; [the other party may, within 30 days, terminate the Contract on immediate notice] OR [the parties shall, within 30 days, renegotiate the Contract to achieve, as nearly as possible, the original commercial intent].
17 Termination
17.1 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if:
17.1.1 the Customer commits a material breach of the Contract and such breach is not remediable;
17.1.2 the Customer commits a material breach of the Contract which is not remedied within 14 days of receiving written notice of such breach;
17.1.3 the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within 30 days after the Supplier has given notification that the payment is overdue; or
17.1.4 any consent, licence or authorisation held by the Customer is revoked or modified such that the Customer is no longer able to comply with its obligations under the Contract or receive any benefit to which it is entitled.
17.2 The Supplier may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:
17.2.1 stops carrying on all or a significant part of its business, or indicates in any way that it intends to do so;
17.2.2 is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if the Supplier reasonably believes that to be the case;
17.2.3 becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;
17.2.4 has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;
17.2.5 has a resolution passed for its winding up;
17.2.6 has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;
17.2.7 is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within seven days of that procedure being commenced;
17.2.8 has a freezing order made against it;
17.2.9 is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;
17.2.10 is subject to any events or circumstances analogous to those in clauses 17.2.1 to 17.2.9 in any jurisdiction;
17.2.11 takes any steps in anticipation of, or has no realistic prospect of avoiding, any of the events or procedures described in clauses 17.2.1 to
17.2.10 including giving notice for the convening of any meeting of creditors, issuing an application at court or filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board resolution authorising any steps to be taken to enter into an insolvency process.
17.3 The Supplier may terminate the Contract any time by giving not less than four weeks’ notice in writing to the Customer if the Customer undergoes a change of Control
17.4 If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle the Supplier to terminate the Contract under this clause 17, it shall immediately notify the Supplier in writing.
17.5 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of the Supplier at any time up to the date of termination.
18 Dispute resolution
18.1 Any dispute arising between the parties out of or in connection with the Contract shall be dealt with in accordance with the provisions of this clause 18.
18.2 The dispute resolution process may be initiated at any time by either party serving a notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
18.3 The parties shall use all reasonable endeavours to reach a negotiated resolution through the following procedures:
18.3.1 Within 7 days of service of the notice, the contract managers of the parties shall meet to discuss the dispute and attempt to resolve it.
18.3.2 If the dispute has not been resolved within 7 days of the first meeting of the contract managers, then the matter shall be referred to a director of the company. The director (or equivalent) shall meet within 28 days to discuss the dispute and attempt to resolve it.
18.4 The specific format for the resolution of the dispute under clause 18.3.1 and, if necessary, clause 18.3.2 shall be left to the reasonable discretion of the parties, but may include the preparation and submission of statements of fact or of position.
18.5 If the dispute has not been resolved within 14 days of the first meeting of the director (or equivalent) under clause 18.3.2 then the matter shall be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.
18.6 Until the parties have completed the steps referred to in clauses 18.3 and 18.5, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.
19 Notices
19.1 Any notice or other communication given by a party under these Conditions shall:
19.1.1 be in writing and in English;
19.1.2 be signed by, or on behalf of, the party giving it; and
19.1.3 be sent to the relevant party at the address set out in the Contract
19.2 Notices may be given, and are deemed received:
19.2.1 by hand: on receipt of a signature at the time of delivery;
19.2.2 by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
19.2.3 by Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and
19.2.4 by fax: on receipt of a transmission report from the correct number confirming uninterrupted and error-free transmission;
19.3 Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 19.1 and shall be effective:
19.3.1 on the date specified in the notice as being the date of such change; or
19.3.2 if no date is so specified, five Business Days after the notice is deemed to be received.
19.4 This clause 19 does not apply to notices given in legal proceedings or arbitration.
19.5 A notice given under these Conditions is not validly served if sent by email.
20 Cumulative remedies
The rights and remedies provided in the Contract for the Supplier only are cumulative and not exclusive of any rights and remedies provided by law.
21 Time
Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.
22 Further assurance
The Customer shall at the request of the Supplier, and at the Customer’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.
23 Entire agreement
23.1 The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.
23.2 Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.
23.3 Nothing in these Conditions purports to limit or exclude any liability for fraud.
24 Variation
No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and is duly signed or executed by, or on behalf of, the Supplier.
25 Assignment
25.1 The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without the Supplier’s prior written consent, which it may withhold or delay at its absolute discretion.
25.2 Notwithstanding clause 25.1, the Customer may perform any of its obligations and exercise any of its rights granted under the Contract through any Affiliate provided that it gives the Supplier prior written notice of such subcontracting or assignment including the identity of the relevant Affiliate. The Customer acknowledges and agrees that any act or omission of its Affiliate in relation to the Customer’s rights or obligations under the Contract shall be deemed to be an act or omission of the Customer itself.
26 Set off
26.1 The Supplier shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract.
26.2 The Customer shall pay all sums that it owes to the Supplier under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
27 No partnership or agency
The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
28 Equitable relief
The Customer recognises that any breach or threatened breach of the Contract may cause the Supplier irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the Supplier, the Customer acknowledges and agrees that the Supplier is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.
29 Severance
29.1 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.
29.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
30 Waiver
30.1 No failure, delay or omission by the Supplier in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
30.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by the Supplier shall prevent any future exercise of it or the exercise of any other right, power or remedy by the Supplier.
30.3 A waiver of any term, provision, condition or breach of the Contract by the Supplier shall only be effective if given in writing and signed by the Supplier, and then only in the instance and for the purpose for which it is given.
31 Compliance with law
The Customer shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with the Contract.
32 Conflicts within contract
If there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail.
33 Costs and expenses
The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).
34 Third party rights
34.1 Except as expressly provided for in clause 34.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
34.2 Any Affiliate of the Supplier shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.
35 Governing law
The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
36 Jurisdiction
The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).