Website Terms of Supply
These Terms will apply to any contract between us for the sale of Goods to you ("Contract") following Our acceptance of your Order (see below).
Please read these Terms carefully and make sure that you understand them, before ordering any Goods from our site. Please note that before placing an Order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Goods from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We amend these Terms from time to time as set out in clause 8. Every time you wish to order Goods, please check these Terms to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 18 March 2015 and are the first version of these Terms.
A reference to “Business Days” in these Terms is to a day (other than a Saturday, Sunday or public holiday), when UK clearing banks in the city of London are open for general business.
A reference to “Order” in these Terms is a reference to your Order for the Goods as submitted via Our website.
A reference to “We / Our / Us” in these Terms is a reference to C & W Berry Limited.
These Terms, and any Contract between us, are only in the English language.
Quick Find Links
- Information About Us
- Our Goods
- Use Of Our Site
- How We Use Your Personal Information
- If You Are A Consumer
- If You Are A Business Customer
- How The Contract Is Formed Between You & Us
- Our Right To Vary These Terms
- Your Consumer Right Of Return & Refund
- No International Delivery
- Price Of Goods & Delivery Charges
- How To Pay
- Manufacturer Guarantees
- Our Guarantee For The Goods
- Our Liability If You Are A Business
- Our Liability If You Are A Consumer
- Events Outside Our Control
- Communications Between Us
- Other Important Terms
1. Information About Us
- 1.1 - We operate the website www.cwberry.com. We are C & W Berry Limited, a company registered in England and Wales under company number 01464224 and with Our registered office at Wellfield Sawmills, King Street, Leyland, Preston, Lancashire, PR25 2LE. Our main trading address is 262 Golden Hill Lane, Leyland, Preston, Lancashire, PR25 2YH. Our VAT number is 323 0663 90.
- 1.2 - Contacting Us if you are a consumer:
(a) - To cancel a Contract in accordance with your legal right to do so as set out in clause 9, you just need to let us know that you have decided to cancel. The easiest way to do this is to complete the cancellation form on Our website. A link to the website cancellation form will be included in Our Dispatch Confirmation (defined below in clause 7.3). If you use this method We will e-mail you to confirm We have received your cancellation. You can also e-mail Us at [email protected] or contact Our customer services team by telephone on 01772 431 216. If you are emailing Us please include details of your Order to help Us to identify it. If you send Us your cancellation notice by e-mail, then your cancellation is effective from the date you send Us the e-mail
(b) - If you wish to contact Us for any other reason, including because you have any complaints, you can contact Us by telephoning Our customer services team at 01772 431 216 or by e-mailing Us at [email protected].
If We have to contact you or give you notice in writing, We will do so by e-mail to the address you provide to Us in your Order.
- 1.3 - Contacting Us if you are a business:
You may contact Us by telephoning Our customer services team at 01772 431 216 or by e-mailing Us at [email protected]. If you wish to give Us formal notice of any matter in accordance with these Terms, please see clause 19.3.
2. Our Goods
- 2.1 - The images of the Goods on Our site are for illustrative purposes only. Although We have made every effort to display the colours accurately, We cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. Your Goods may vary slightly from those images.
- 2.2 - Any samples, drawings, descriptive matters, or advertising produced by Us and any descriptions or illustrations contained in Our catalogues, brochures and / or website are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract or have any contractual force.
- 2.3 - Due to the nature of some of the Goods (being natural materials) there may be minor inconsistencies in relation to the grain, moisture content, colour, texture and profiles of tongue and groove as against any samples that We may provide and/or the Goods themselves.
- 2.4 - To the extent that the Goods are to be manufactured in accordance with a specification supplied by you, or are items that are marked as “made to order”, you shall reimburse Us in respect of all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Us in connection with any claim made against Us for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with use of the specification. This clause 2.4 shall survive termination of the Contract.
- 2.5 - We reserve the right to amend the specification if required by any applicable legal requirements.
- 2.6 - Although We have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site have a 6% tolerance.
- 2.7 - The packaging of the Goods may vary from that shown on images on Our site.
- 2.8 - You acknowledge and accept that We are a supplier of the Goods only and nothing is to be taken as a representation, warranty or otherwise that We have provided any advice to any third party in relation to the use, installation or suitability of the Goods for your particular purpose upon which you are entitled to place any reliance.
3. Use Of Our Site
Your use of our site is governed by our Terms of website use. Please take the time to read this, as it includes important terms which apply to you.
4. How We Use Your Personal Infomation
5. If You Are A Consumer
This clause 5 only applies if you are a consumer.
If you are a consumer, you may only purchase Goods from Our site if you are at least 18 years old.
6. If You Are A Business Customer
This clause 6 only applies if you are a business.
- 6.1 - If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use Our site to purchase Goods.
- 6.4 - You and We agree that neither of Us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
7. How The Contract Is Formed Between You & Us
- 7.1 - Our shopping pages will guide you through the steps you need to take to place an Order with Us. Our order process allows you to check and amend any errors before submitting your Order to Us. Please take the time to read and check your Order at each page of the order process.
- 7.2 - After you place an Order, you will receive an e-mail from Us acknowledging that we have received your Order. However, please note that this does not mean that your Order has been accepted. Our acceptance of your Order will take place as described in clause 7.3.
- 7.3 - We will confirm Our acceptance to you by sending you an e-mail that confirms that the Goods have been dispatched ("Dispatch Confirmation"). The Contract between Us will only be formed when We send you the Dispatch Confirmation.
- 7.4 - Subject to clause 7.5, if We are unable to supply you with Goods, for example because those Goods (or any part of them) 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 site as referred to in clause 12.6, We will inform you of this by e-mail and We will not process your Order. If you have already paid for the Goods, We will refund you the full amount including any delivery costs charged as soon as possible.
- 7.5 - Notwithstanding clause 7.4 above, if We are unable to supply you with Goods, for example because those Goods (or any part of them) is not in stock or no longer available, but there is a substitute available, We will inform you of this by email. If you then inform Us that you wish to accept the substituted Goods We will process your Order. If you inform Us that you do not wish to accept the Substitute Goods We will not process your Order. If you have already paid for the Goods, We will refund you the full amount including any delivery costs charged as soon as possible.
8. Our Right To Vary These Terms
- 8.1 - We may amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed.
- 8.2 - Every time you order Goods from Us, the Terms in force at the time of your Order will apply to the Contract between you and Us.
- 8.3 - We may revise these Terms as they apply to your Order from time to time to reflect the following circumstances:
(a) - changes in relevant laws and regulatory requirements; and
(b) - changes in the manufacturing status or process (including but not limited to where Goods are changed from standard to made to order by the manufacturer).
- 8.4 - If We have to revise these Terms as they apply to your Order, We will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Goods or just the Goods you have yet to receive. If you opt to cancel, you will have to return (at Our cost) any relevant Goods you have already received (unused, unaltered and in their original packaging), and We will arrange a full refund of the price you have paid, including any delivery charges.
9. Your Consumer Right Of Return & Refund
This clause 9 only applies if you are a consumer.
- 9.1 - If you are a consumer, you have a legal right to cancel a Contract during the period set out below in clause 9.3. 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 Goods, you can notify Us of your decision to cancel the Contract and receive a refund. We are under a legal duty to provide Goods that are in conformity with this Contract. Advice about your legal right to cancel the Contract is available from your local Citizens' Advice Bureau or Trading Standards office.
- 9.2 - However, this cancellation right does not apply in the case of:
(a) - any Goods that are made to your specifications or are clearly personalised;
(b) - any Goods that are marked as “made to order”;
(c) - any Goods that are non-stock items and which are identified as such on Our website;
(d) - any Goods which become mixed inseparably with other items after their delivery; or
(e) - any Goods liable to deteriorate or expire rapidly; and
(f) - any Goods (or any part of any Goods) that have been used or altered by you unless faulty.
- 9.3 - 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. Your deadline for cancelling the Contract then depends on what you have ordered and how it is delivered, as set out in the table below:
|End of the cancellation period
|Your Contract is for a single item of Goods (which is not delivered in instalments on separate days).
The end date is the end of 14 days after the day on which you receive the Goods.
Example: if We provide you with a Dispatch Confirmation on 1 January and you receive the Goods on 10 January you may cancel at any time between 1 January and the end of the day on 24 January.
Your Contract is for either of the following:
one item of Goods which is delivered in instalments on separate days.
multiple Goods which are delivered on separate days.
The end date is 14 days after the day on which you receive the last instalment of the Goods or the last of the separate Goods ordered.
Example: if We provide you with a Dispatch Confirmation on 1 January and you receive the first instalment of your Goods or the first of your separate Goods on 10 January and the last instalment or last separate Goods on 15 January you may cancel in respect of all instalments and any or all of the separate Goods at any time between 1 January and the end of the day on 29 January.
|Your Contract is for the regular delivery of Goods over a set period.
The end date is 14 days after the day on which you receive the first delivery of the Goods.
Example: if We provide you with a Dispatch Confirmation on 1 January in respect of Goods to be delivered at regular intervals over a year and you receive the first delivery of your Goods on 10 January, you may cancel at any time between 1 January and the end of the day on 24 January. 24 January is the last day of the cancellation period in respect of all Goods to arrive during the year.
- 9.4 - To cancel a Contract, you just need to let Us know that you have decided to cancel. The easiest way to do this is to complete the cancellation form on Our website. If you use this method We will e-mail you to confirm We have received your cancellation. Alternatively you may use a copy of the form which is attached at the back of these Terms as a schedule. You can also e-mail Us at [email protected] or contact our customer services team by telephone on 01772 431 216. If you are e-mailing Us please include details of your Order to help us to identify it. If you send Us your cancellation notice by e-mail, then your cancellation is effective from the date you send Us the e-mail. For example, you will have given Us notice in time as long as you e-mail Us before midnight on that day.
- 9.5 - If you cancel your Contract We will:
(a) - 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 shop. See our Returns page for information about what handling is acceptable and examples. If We refund you the price paid before We are able to inspect the Goods and later discover you have handled them in an unacceptable way, you must pay Us an appropriate amount.
(b) - 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 Goods within 3-5 days at one cost but you choose to have the Goods delivered within 24 hours at a higher cost, then We will only refund what you would have paid for the cheaper delivery option.
(c) - make any refunds due to you as soon as possible and in any event within the deadlines indicated below:
(i) - if you have received the Goods and We have not offered to collect them from you: 14 days after the day on which We receive the Goods back from you or, if earlier, the day on which you provide Us with evidence that you have sent the Goods back to Us. For information about how to return Goods to Us, see clause 9.8;
(ii) - if you have not received the Goods or you have received them and We have offered to collect them from you: 14 days after you inform Us of your decision to cancel the Contract.
- 9.6 - If you have returned the Goods to Us under this clause 9 because they are faulty or mis-described, We will refund the price of the Goods in full, together with any applicable delivery charges, based on the cheapest delivery cost available and any reasonable costs you incur in returning the item to Us. If the Goods returned are not faulty or mis-described, the return of the Goods will be at your cost (see clause 9.8(b)).
- 9.7 - We will refund you on the credit card or debit card used by you to pay.
- 9.8 - If Goods have been delivered to you before you decide to cancel your Contract:
(a) - then you must return them 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 them back, return it to Us in-store or hand to our authorised carrier. Please see our Returns page for our returns address, printable returns labels and information about our authorised carrier and how to arrange a return. If We have offered to collect the Goods from you, We will collect the Goods from the address to which they were delivered. We will contact you to arrange a suitable time for collection;
(b) - the Goods are faulty or not as described (in this case, see clause 9.6), you will be responsible for the cost of returning the Goods to Us. If the Goods cannot be returned by post, We estimate that if you use the carrier which delivered the Goods to you, these costs should not exceed the sums We charged you for delivery. If We have offered to collect the Goods from you, We will charge you the direct cost to Us of collection. We will inform you of the cost of collection prior to collection being agreed.
- 9.9 - Because you are a consumer, We are under a legal duty to supply Goods that are in conformity with this Contract. As a consumer, you have legal rights in relation to Goods that are faulty or not as described. These legal rights are not affected by your right of return and refund in this clause 9 or anything else in these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
- 10.1 - We will contact you with an estimated delivery date, which will be within 60 days after the date of the Dispatch Confirmation (the date on which We e-mail you to confirm Our acceptance of your Order). Occasionally Our delivery to you may be affected by an Event Outside Our Control. See clause 18 for Our responsibilities when this happens.
- 10.2 - We shall ensure that each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers used by you and Us, the type and quantity of the Goods (including the code number of the Goods, where applicable) and special storage instructions (if any).
- 10.3 - If no one is available at your address to take delivery, We will leave you a note that the Goods have been returned to our premises, in which case, please contact Us to rearrange delivery.
- 10.4 - Unless clause 10.9 applies, delivery of an Order shall be completed when We deliver the Goods to the address you gave Us or you or a carrier organised by you collect them from Us and the Goods will be your responsibility from that time. We may deliver the Goods at any time after We notify you that the Goods are ready. If you or a courier are to collect the Goods you should do so within 3 Business Days of Us notifying you that the Goods are ready.
- 10.5 - For Goods ordered by Us from a third party manufacturer/supplier (“Third Party Supplier”), the Third Party Supplier may deliver the Goods directly to you and We cannot provide you with a guaranteed delivery date or take responsibility for any delay in delivery of the Goods.
- 10.6 - You own the Goods once We have received payment in full, including all applicable delivery charges.
- 10.7 - Any dates and / or times quoted for delivery are approximate only, and particularly (but without limitation) in the case of Goods manufactured in accordance with your specifications or “made to order” Goods, We cannot provide or guarantee a delivery date and / or time and the time of delivery is not of the essence. We shall not be liable for any delay whatsoever or howsoever arising in delivery of the Goods or any loss or damage or otherwise suffered by you and / or any third party arising therefrom howsoever or whatsoever arising including but not limited to any labour costs or contractor or agent costs, damages for delay (including without limitation liquidated damages) or prolongation or acceleration costs or any consequential loss or damage incurred by you or any third party due to late delivery.
- 10.8 - If We fail to deliver the Goods, Our liability shall be limited to the costs and expenses incurred by you in obtaining replacement Goods of similar description and quality in the cheapest market available, less the price of the Goods.This clause 10.8 is your sole remedy against Us for failure to deliver. For the avoidance of doubt, We shall not be liable for any delay whatsoever or howsoever arising from failure of delivery of the Goods or any loss or damage or otherwise suffered by you and / or any third party arising therefrom howsoever or whatsoever arising including but not limited to any labour costs or contractor or agent costs, damages for delay (including without limitation liquidated damages) or prolongation or acceleration costs or any consequential loss or damage incurred by you or any third party due to the failure to deliver the Goods (of any part of the Goods).
- 10.9 - If you fail to take delivery of the Goods or to collect the Goods within three Business Days of Us notifying you that the Goods are ready, then, except where the failure is caused by an Event Outside Our Control or Our failure to comply with Our obligations under the Contract:
(a) - delivery of the Goods shall be treated as if completed at 9:00 a.m. on the third Business Day after the day on which We notified you that the Goods were ready (“Deemed Delivery”); and
(b) - We shall store the Goods until delivery takes place, and shall be entitled to charge you for all related transport and storage costs and expenses (including insurance).
- 10.10 - If ten Business Days after the date on which We notified you that the Goods were ready for delivery you have not taken delivery of them or collected them, We may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
- 10.11 - You will not be entitled to reject the Goods:
(a) - if We deliver up to and including 5% more or less than the quantity of Goods ordered, but a pro rata adjustment shall be made to the price payable on receipt of notice from you or notification by Us that a different quantity of Goods was delivered;
(b) - the Goods are manufactured in accordance with a specification provided by you, or are clearly personalised; or
(c) - the Goods are “made to order” Goods;
(d) - the Goods are liable to deteriorate or expire rapidly; or
(e) - the Goods are non-stock items and are identified as such on Our website.
- 10.12 - We may deliver the Goods by instalments. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
Clause 10.13, 10.14 and 10.15 only apply if you are a consumer
- 10.13 - If We miss the 60 day delivery deadline for any Goods then you may cancel your Order straight away if any of the following apply:
(a) - We have refused to deliver the Goods;
(b) - delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
(c) - you told Us before we accepted your Order that delivery within the delivery deadline was essential.
- 10.14 - If you do not wish to cancel your Order straight away, or do not have the right to do so under clause 10.13, 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 deadline.
- 10.15 - If you do choose to cancel your Order for late delivery under clause 10.13 or clause 10.14, you can do so for just some of the Goods or all of them, unless splitting them up would significantly reduce their value. If the Goods have been delivered to you, you will have to return them to Us or allow Us to collect them, and We will pay the costs of this. After you cancel your Order We will refund any sums you have paid to Us for the cancelled Goods and their delivery.
11. No International Delivery
- 11.1 - Unfortunately, We do not currently deliver to addresses outside the UK.
- 11.2 - You may place an Order for Goods from outside the UK, but this Order must be for delivery to an address in the UK.
12. Price of Goods & Delivery Charges
- 12.1 - The prices of the Goods will be as quoted on Our site at the time you submit your Order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However please see clause 12.6 for what happens if We discover an error in the price of any of the Goods you ordered.
- 12.2 - Unless clause 12.3 applies, prices for our Goods may change from time to time, but changes will not affect any Order you have already placed.
- 12.3 - We may, by giving notice to you at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
(a) - any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
(b) - any request by you to change the delivery date(s), quantities or types of Goods ordered, the specification and/or any amendments to the measurements;
(c) - any delay caused by any instructions given by you or failure of you to give Us adequate or accurate information or instructions; or
(d) - any additional costs incurred by Us where an amount of the Goods in excess of the amount/volume ordered by you has to be supplied as:
(i) - the particular Goods are difficult to measure/the actual, precise volume required by you cannot be determined and provided; or
(ii) - the Goods are not available for purchase in the actual, precise amount/volume required by you.
- 12.4 - The prices of Goods listed on Our website are displayed exclusive and inclusive of VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your Order and the date of delivery, We will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
- 12.5 - The price of Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your Order. To check relevant delivery charges, please refer to our Delivery Charges page.Delivery Charges are based upon the quantity of Goods actually delivered and We reserve the right to alter delivery charges if you change your Order.
- 12.6 - Our site contains a large number of Goods. It is always possible that, despite Our reasonable efforts, some of the Goods on our site may be incorrectly priced. If We discover an error in the price of the Goods you have ordered We will contact you in writing to inform you of this error and We will give you the option of continuing to purchase the Goods at the correct price or cancelling your Order. We will not process your Order until We have your instructions. If We are unable to contact you using the contact details you provided during the order process, We will treat the Order as cancelled and notify you in writing. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, We do not have to provide the Goods to you at the incorrect (lower) price.
13. How to Pay
- 13.1 - You can only pay for Goods using a debit or credit card. Details of the debit and credit cards We accept can be found on the home page of Our website.
- 13.2 - Payment for the Goods and all applicable delivery charges is in advance. We will not charge your debit or credit card until we dispatch your Order.
14. Manufacturer Guarantees
- 14.1 - Some of the Goods We sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.
- 14.2 - If you are a consumer, a manufacturer's guarantee is in addition to, and does not affect, your legal rights in relation to Goods that are faulty or not as described. We are under a legal duty to supply Goods that are in conformity with this Contract. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
15. Our Guarantee For The Goods
- 15.1 - For Goods which do not have a manufacturer's guarantee, or where the guarantee cannot be transferred to you, We provide a guarantee that on delivery and for the lesser of (“Guarantee Period”):
(a) - the period of 12 months; or
(b) - the expiry of the “expiry”, “use by”, or “best before” date stated on the packaging, labelling or other documentation accompanying the Goods on delivery;
(c) - the standard or industry acknowledged shelf life of the Goods;
the Goods shall:
(i) - confirm in all material respects with their description and any applicable specification that has been approved by Us;
(ii) - be free from material defects in design, material and workmanship;
(iii) - be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(iv) - be fit for any purpose expressly held out by Us.
However, this guarantee does not apply in the circumstances described in clause 15.3.
- 15.2 - Except where the guarantee does not apply due to the circumstances set out in clause 15.3 below, if:
(a) - you give notice to Us in writing during the applicable Guarantee Period referred to at clause 15.1 above, and within a reasonable time of discovering that some or all of the Goods do not comply with the guarantee given at clause 15.1;
(b) - We are given a reasonable opportunity of examining the Goods;
(c) - you (if asked to do so by Us) return the Goods to our place of business at your cost,
We shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods (but not, for the avoidance of doubt, any Goods that are not defective) in full.
- 15.3 - The guarantee in clause 15.1 does not apply to any defect in the Goods arising where:
(a) - you make further use of the Goods after discovering the defect and / or giving notice in accordance with clause 15.2(a);
(b) - the defect arises from your failure to follow user instructions relating to storage, commissioning, installation, use or maintenance of the Goods or (if there are none) good trade practice;
(c) - the defect arises because We have followed any measurements, drawings, design or specification supplied (and / or in the case of measurements, approved) by you;
(d) - the defect arises from fair wear and tear, wilful damage, negligence, abnormal storage or working conditions, accident by you or any third party;
(e) - any alteration or repair by you or by a third party who is not one of Our authorised repairers;
(f) - the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable legal requirements; or
(g) - any defect that is a natural element of the Goods.
- 15.4 - If you are a consumer, this guarantee is in addition to, and does not affect, your legal rights in relation to Goods that are faulty or not as described. We are under a legal duty to supply Goods that are in conformity with this Contract. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
- 15.5 - If you are a business, except as provided in this clause 15, We shall have no liability to you in respect of the Goods’ failure to comply with the guarantee set out in clause 15.1.
- 15.6 - The terms implied by Sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
- 15.7 - These Terms shall apply to any repaired or replacement Goods supplied by Us.
16. Our Liability If You Are A Business
This clause 16 only applies if you are a business customer.
- 16.1 - We only supply the Goods for internal use by your business, and you agree not to use the Product for any resale purposes.
- 16.2 - Nothing in these Terms limits or excludes Our liability for:
(a) - death or personal injury caused by Our negligence;
(b) - fraud or fraudulent misrepresentation;
(c) - breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(d) - defective Goods under the Consumer Protection Act 1987; or
(e) - any other matter in respect of which it would be unlawful for Us to exclude or restrict liability.
- 16.3 - Subject to clause 16.2, We will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) - defect in any design;
(b) - any loss of profits, sales, business, or revenue;
(c) - loss or corruption of data, information or software;
(d) - loss of business opportunity;
(e) - loss of anticipated savings;
(f) - loss of goodwill; or
(g) - any indirect or consequential loss.
- 16.4 - Subject to clause 16.2, Our total liability to you in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £1,000,000.
- 16.5 - Except as expressly stated in these Terms, We do not give any representation, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, We will not be responsible for ensuring that the Goods are suitable for your purposes.
17. Our Liability If You Are A Consumer
This clause 17 only applies if you are a consumer.
- 17.1 - If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of Our breach of these Terms 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 the Contract.
- 17.2 - We only supply the Goods for domestic and private use. You agree not to use the Goods 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.
- 17.3 - We do not in any way exclude or limit Our liability for:
(a) - death or personal injury caused by Our negligence;
(b) - fraud or fraudulent misrepresentation;
(c) - any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(d) - 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);
(e) - defective Goods under the Consumer Protection Act 1987; or
(f) - any other matter in respect of which it would be unlawful for Us to exclude or restrict liability.
18. Events Outside Our Control
- 18.1 - 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 18.2.
- 18.2 - 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 or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
- 18.3 - If an Event Outside Our Control takes place that affects the performance of Our obligations under a Contract:
(a) - We will contact you as soon as reasonably possible to notify you; and
(b) - 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.
- 18.4 - 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.
19. Communications Between Us
- 19.1 - When We refer, in these Terms, to "in writing", this will include e-mail.
- 19.2 - If you are a consumer you may contact us as described in clause 1.2.
- 19.3 - If you are a business:
(a) - Any notice or other communication given by you to Us, or by Us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail.
(b) - A notice or other communication shall be deemed to have been received: if delivered personally, when left at Our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, one Business Day after transmission.
(c) - In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
(d) - The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
20. Other Important Terms
- 20.1 - We may transfer Our rights and obligations under a Contract to another organisation, but this will not affect your rights or Our obligations under these Terms.
- 20.2 - You may only transfer your rights or your obligations under these Terms to another person if We agree in writing.
- 20.3 - This Contract is between you and Us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
- 20.4 - Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
- 20.5 - If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.
- 20.6 - This Contract is not a construction contract for the purposes of the Housing Grants Construction and Regeneration Act 1996 or any associated Scheme thereto.
- 20.7 - If you are a consumer, please note that these Terms are governed by English law. This means a Contract for the purchase of Goods through Our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and We both agree that the courts of England will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
- 20.8 - If you are a business, a Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.
- 20.9 - If you are a business, We both irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).