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<button type="submit" class="btn">Login</button>
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<div class="search">
<div class="search__item search__input-wrapper">
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</form>Text Content
×
QUICK ORDER - *VOLUME BASED DISCOUNTS WILL APPLY TO THE ORDER UPON CHECKOUT
Please open the website on a larger device to use the quick order functionality.
Search Product Code (or) Keyword(s) Quantity Unit Price Actions XXXXX
New rows are added automatically * Options Available Add to Cart
* Categories
* Special Offers
* Bathroom
* All Bathroom
* Bathroom Miscellaneous
* Hot Water Bottles
* Rubber Bath and Shower Mats
* Shower Accessories
* Shower Curtains and Rings
* Shower Sprays
* Toilet Brushes
* Toilet Seats
* Bird and Pet Care
* Brushware
* All Brushware
* Drain Rods and Sweeps Brushes
* Dustpans and Brushes
* Hand Brushware
* All Hand Brushware
* Banister Brush
* Clothes Brushes
* Scrubbing Brush
* Handles and Brackets
* Miscellaneous Brushware
* Nail Brushes
* Plastic Brushware
* Ready Made Brooms
* Toilet Brushes
* Twisted Wire Brushes
* Wooden Brushware
* All Wooden Brushware
* Deck Scrub
* Platform Broom
* Pure Bristle Brushware
* PVC Broom
* Soft Broom
* Stiff Broom
* Yard Broom
* Cleaning
* All Cleaning
* Cleaning and Polishing Cloths
* All Cleaning and Polishing Cloths
* All-Purpose Cloths
* Dish Cloths
* Dusters
* Floor Cloths
* Loose Cloths
* Metal Polishing
* Pre-Packed Cloths
* Stockinette
* Cobweb and Duster Flicks
* All Cobweb and Duster Flicks
* Wood Repair
* Drain Brushes
* Hand Shovels
* Industrial and Paper Products
* Mops and Floorcare
* Plungers
* Refuse Sacks and Liners
* All Refuse Sacks and Liners
* Compostable Sacks
* Refuse Sacks
* Swing and Pedal Bin Liners
* Scourers
* Sponges and Chamois Leather
* Washing Up Products
* All Washing Up Products
* Bottle Brushes
* Draining Board/Sink Mat
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* Waste Bins
* Window & Glass Cleaning
* Wipes
* Clearance
* Decorating
* All Decorating
* Decorating Sundries
* All Decorating Sundries
* All Purpose Filler
* All-Purpose Filler
* Brush Cleaner
* Caulk
* Paint Remover
* Sugar Soap
* Turps
* Wallpaper Paste
* White Spirit
* Wood Repair
* Decorating Tools
* All Decorating Tools
* Chisels
* Filling & Stripping Knives
* Scrapers & Shave Hooks
* Paint Brushes
* All Paint Brushes
* Chinese Brushes
* Fitch and Artist Brushes
* Jamb Dusters
* Maroon Brushes
* Odd Spot Brushes
* Paint Brush Sets
* Pro Finish Brushes
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* Specialist Brushes
* Synthetic Brushes
* Wall Brushes
* Preparation
* All Preparation
* Abrasives & Sanders
* Buckets
* Dust Sheets and Covers
* Miscellaneous
* Wire, Scratch & Paint Brushes
* Rollers, Trays and Kettles
* All Rollers, Trays and Kettles
* Rollers, Frames & Extension Poles
* Trays and Kettles
* DIY
* All DIY
* Adhesives
* All Adhesives
* All-Purpose Adhesive
* Bostik
* Contact Adhesives
* Epoxy Adhesives
* Gorilla Glue
* Grab Adhesive
* PVA
* Specialist Adhesive
* Spray Adhesive
* Superglue
* Tile Adhesive & Grout
* Wood Adhesive
* Draught Proofing
* Dust Sheets and Tarpaulins
* Expanding Foam
* Fireplace Maintenance
* Hand Wipes
* Lubricants
* Paint & Spray Paint
* Polythene and Bubblewrap
* Sealant & Silicone
* Tape
* All Tape
* Craft Tape
* Double Sided Tape
* Electrical Tape
* Gaffa and Repair Tapes
* Hazard and Barrier Tape
* Hook and Loop
* Masking Tape
* Miscellaneous Tape
* Packing Tape
* Rug Tape
* Weatherproof Tape
* Tools and DIY Miscellaneous
* All Tools and DIY Miscellaneous
* Bolsters and Wrecking Bars
* Boltcroppers
* Chisels
* Clamps
* Cutting Discs & Blades
* Decorating Tools
* Drilling
* Files & Sanders
* Hammers
* Hand Tools
* Hex Keys
* Knives & Cutting
* Levels
* Mallets & Axes
* Measuring & Marking
* Other
* Pliers & Snips
* Plumbers Tools
* Protective and Safety Wear
* Saws
* Scrapers
* Screwdrivers & Bits
* Spanners & Wrenches
* Staplers, Soldering, Rivets & Glue Guns
* Strapping & Tying
* Trowels & Floats
* Wood Treatment
* Doormats
* All Doormats
* Carpet Protector
* Coir Doormats
* All Coir Doormats
* Boston Twisted Wire Coir
* Diplomat Standard Coir
* Knight Imperial Heavy Coir
* Middleton Carnatic Fine
* Super CL
* Cotton Rag Rug
* Cotton Washable Doormats
* Poly Rib Doormats
* Rubber and Poly Doormats
* Rubber Back Coir Doormats
* Eco Products
* Electrical
* All Electrical
* Batteries
* All Batteries
* Alkaline Batteries
* Camera Batteries
* Coin Cells
* Zinc Batteries
* Electrical Accessories
* Extension Leads and Reels
* Light Bulbs
* All Light Bulbs
* Appliance Bulbs
* Energy Saving Bulbs (CFLs)
* Halogen Bulbs
* Halogen Energy Saving Bulbs
* Incandescent Bulbs
* Smoke and CO Alarms
* Torches
* Window & Door Alarms
* Fasteners and Fixings
* All Fasteners and Fixings
* CLAW Picture Hangers
* Nails
* Tacks and Pins
* Fireside Products
* All Fireside Products
* Ash Pans
* All Ash Pans
* Ash Pans
* Chimney Covers
* All Chimney Covers
* Chimney Covers
* Coal Hods and Buckets
* All Coal Hods and Buckets
* Coal Hods and Buckets
* Coal Shovels
* All Coal Shovels
* Coal Shovels
* Companion Sets and Fireside Tools
* All Companion Sets and Fireside Tools
* Companion Sets and Fireside Tools
* Fire Screens
* All Fire Screens
* Fire Screens
* Fireside Accessories
* All Fireside Accessories
* Fireside Accessories
* Fireside Cleaners and Maintenance
* All Fireside Cleaners and Maintenance
* Fireside Cleaners and Maintenance
* Fronts and Bricks
* All Fronts and Bricks
* Fronts and Bricks
* Log Baskets
* All Log Baskets
* Log Baskets
* Garden Products
* All Garden Products
* Dustbins and Incinerator
* Flexi-Tubs
* Garden Tools & Accessories
* All Garden Tools & Accessories
* Chainsaw Accessories
* Covers
* Edging Tools
* Forks and Spades
* Garden Machine Oil
* Hand Tools
* Hoes and Rakes
* Kneeling Pads & Mats
* Lawnmower Accessories
* Litter Pickers and Refuse Bags
* Loppers, Pruners, Shears & Secateurs
* Netting, Fleece & Fencing
* Plant Support and Markers
* Shovels & Trowels
* Tap Covers
* Trimmer Line
* Watering Products
* Greenhouse Accessories
* Hanging Baskets
* Hose Clips
* Plant Feeds
* Planters & Trays
* Pressure Sprayers and Trigger Bottle
* Weed Killers & Outdoor Cleaning
* Gloves
* All Gloves
* Disposable Gloves
* Household, Garden and Trade Gloves
* Rubber Gloves
* Household Chemicals
* All Household Chemicals
* Air Freshener
* All-Purpose Cleaner
* Bath and Shower Cleaner
* Bathroom and Toilet
* All Bathroom and Toilet
* Bath and Shower Cleaner
* Toilet Cleaner
* Toilet Freshener
* Bin Freshener
* Bleach
* Brass and Copper Cleaner
* Car Cleaning
* Carpet and Upholstery Cleaner
* Cream Cleaner
* Dishwasher and Washing Machine Aids
* Disinfectant and Antibacterial Cleaner
* Drain Cleaner
* Floor Cleaner
* Gold Cleaner
* Industrial Cleaner
* Jewelry Cleaner
* Kitchen Cleaning
* All Kitchen Cleaning
* Kitchen Cleaner
* Oven and Hob Cleaner
* Washing Up Liquid
* Leather Cleaner
* Limescale Remover
* Marble, Stone and Granite Cleaner
* Moisture Traps
* Mould and Mildew Cleaner
* Oven and Hob Cleaner
* Polish
* All Polish
* Floor Polish
* Furniture Polish
* Furniture Restorers
* Metal Polish
* Screen Cleaner
* Silver Cleaner
* Soap, Hand Sanitiser & Skincare
* Specialist Cleaner
* Stain Remover
* Stainless Steel Cleaner
* Stove and Fireplace Cleaner
* Window
* All Window
* Glass and Mirror Cleaner
* Wood Cleaner
* Household Hardware
* All Household Hardware
* Bungee Cords
* Candles
* CLAW Picture Hangers
* Command Hooks
* All Command Hooks
* Command Adjustables
* Command Bathroom Hooks
* Command Clear Hooks
* Command Decorative Hooks
* Command General Hooks
* Command Organisation
* Command Outdoor Hooks
* Command Picture Hanging
* Command Refill Strips
* Cooker Hood Filters & Vacuum Bags
* Curtain Wire
* Door Wedges and Door Stops
* Drain Covers and Gutter Guards
* Ferrules, Crutch Pads and Seat Buffers
* Fire Logs and Lighters
* Hooks and Cloth Holders
* All Hooks and Cloth Holders
* Cloth Holders
* Other Hooks
* Jubilee Clips
* Litter Pickers
* Miscellaneous Household
* Non-Slip Grip Strip
* Padlocks and Security
* Plate Hangers and Stands
* Post Box and Letter Cage
* PVC Tubing
* Ribbed Matting
* Rope, Twine, Jute & Sisal Products
* All Rope, Twine, Jute & Sisal Products
* Rope and Nylon Cord
* Sash Cord
* String and Twine
* Step Stools
* Thermometers
* Umbrellas
* Vents and Air Bricks
* Wire Chimney and Pipe Balloon
* Household Plasticware
* All Household Plasticware
* Buckets
* Household Storage
* All Household Storage
* Baskets & Trays
* All Baskets & Trays
* Handy Baskets
* Wham Studio Trays
* Bins
* Boxes
* Caddies
* Laundry Bags
* Vacuum Bags
* Kitchen
* All Kitchen
* Aluminium Foil, Cling Film and Greaseproof
* Bakeware
* All Bakeware
* Baking Trays and Sheets
* Bun Tins
* Loaf Pans
* Pie Dish
* Roasting Pans
* Sandwich Tin
* Spring Forms
* Baking Products
* Bread Bins
* Chopping Boards
* Cookware
* All Cookware
* Egg Poachers
* Fry Pans
* Milkpans and Saucepans
* Non-Stick Cookware
* Cool Bags and Ice Packs
* Disposables and Foil Trays
* All Disposables and Foil Trays
* Disposables
* Foil Serving Trays
* Napkins & Tissues
* Enamelware
* All Enamelware
* Bowls and Mugs
* Enamel Bakepans and Roasters
* Enamel Bread Bins
* Enamel Pie Dishes
* Enamel Tea and Coffee Pots
* Flasks and Drinks Bottles
* All Flasks and Drinks Bottles
* Drinks Flasks
* Food Flasks
* Food and Freezer Bags
* Jam Making
* All Jam Making
* Butter Muslin
* Jam Thermometer
* Maslin Pan and Funnel
* Preserving Jars
* Kettles, Tea and Coffee
* Kitchen Gadgets and Knives
* All Kitchen Gadgets and Knives
* Kitchen Gadgets and Tools
* Kitchen Thermometers
* Knives, Scissors and Sharpeners
* Lighters & Matches
* Strainers and Colanders
* Kitchen Textiles
* All Kitchen Textiles
* Aprons
* Kitchen Co-ordinates
* Oven Gloves and Cloths
* Tea Towels and Glass Cloth
* Mixing & Weighing
* All Mixing & Weighing
* Measuring Jugs
* Mixing Bowls
* Pan Stand and Vegetable Racks
* Roasting Bags
* Tableware
* Wireware and Woodware
* All Wireware and Woodware
* Chrome Wireware
* White Wireware
* Woodware
* Laundry and Clothes Care
* All Laundry and Clothes Care
* Rota-Dri
* Airers
* All Airers
* Concertina Airers
* Line Airers
* Over Bath Airers
* Tubular Airers
* Clothes and Laundry Care
* All Clothes and Laundry Care
* Clothes Care
* Clothes Covers and Vacuum Bags
* Clothes Hangers
* Laundry Accessories
* Laundry Powder & Liquid Detergent
* Laundry Softener and Conditioner
* Laundry Starch
* Stain Removers and Whiteners
* Clothes Pegs
* All Clothes Pegs
* Peg Bags
* Pegs
* Pegs Bags
* Clothes Washing Lines
* All Clothes Washing Lines
* Clothes Line Props
* Clothes Lines
* Rotary Clothes Lines
* Fabric Dyes
* All Fabric Dyes
* Hand Wash Dye
* Machine Wash Dye
* Haberdashery
* Ironing
* All Ironing
* Ironing Accessories
* Ironing Board Covers and Pads
* Ironing Boards
* Laundry Accessories
* Laundry Bags and Washing Machine Nets
* Laundry Baskets and Hampers
* Laundry Powder & Liquid Detergent
* Shoe Care Products
* All Shoe Care Products
* Shoe Cleaners & Protectors
* Shoe Horns
* Shoe Insoles and Comfort Gel
* Shoe Laces
* Shoe Miscellaneous
* Shoe Rack
* Stick on Soles
* Merchandising Stands
* New Products
* Pest Control
* All Pest Control
* Ants and Crawling Insect Control
* Bed Bug Killer
* Cat, Dog & Fox Repeller
* Cedarwood Products
* Cockroach Killer
* Flying Insect Control
* Insect Curtains
* Mole and Slug Control
* Moth Control
* Mouse and Rat Control
* Wasp Control
* Woodworm Treatment
* Plasticware
* All Plasticware
* Cat Litter Tray
* Food Storage
* Funnels
* Handy Baskets
* Household Plasticware
* All Household Plasticware
* Bins
* Buckets
* Drainers
* Organisers
* Washing Up Bowls
* Storage Boxes
* All Storage Boxes
* Plastic Storage Boxes
* Retail Sundries
* All Retail Sundries
* Cardboard Boxes
* Carrier Bags
* Pricing Guns and Labels
* Retail Accessories
* Seasonal
* All Seasonal
* Barbecue Products
* Camping
* Hats
* Plastics
* Sunglasses
* Travel Accessories
* Trolleys and Bags
* All Trolleys and Bags
* Laundry and Shopping Bags
* Shopping Trolleys
* Brands
* Meet the Team
* About Us
* Contact
* News & Blogs
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* My Account
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+44 (0)1206 861122 sales@wilsonscolchester.com
* Categories
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* Home >
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* Terms & Conditions
TERMS & CONDITIONS
CATEGORY
* Special Offers (159)
* Bathroom (90)
* Bird and Pet Care (36)
* Brushware (239)
* Cleaning (473)
* Clearance (32)
* Decorating (222)
* DIY (714)
* Doormats (78)
* Eco Products (36)
* Electrical (87)
* Fasteners and Fixings (65)
* Fireside Products (135)
* Garden Products (358)
* Gloves (42)
* Household Chemicals (486)
* Household Hardware (459)
* Household Plasticware (88)
* Household Storage (103)
* Kitchen (434)
* Laundry and Clothes Care (361)
* Merchandising Stands (20)
* New Products (71)
* Pest Control (180)
* Plasticware (165)
* Retail Sundries (44)
* Seasonal (51)
* Travel Accessories (12)
* Trolleys and Bags (21)
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TERMS OF WEBSITE USE
1. Introductory
2. Other applicable terms
3. Changes to these terms
4. Changes to our Website
5. Accessing our Website
6. Your account and password
7. Intellectual property rights
8. No reliance on information
9. Limitation of our liability
10. Uploading content to our Website
11. Viruses
12. Linking to our Website
13. Third party links and resources in our Website
14. Contact us
SUPPLY OF GOODS AND SERVICES
15. Basis of contract
16. Goods
17. Credit Accounts
18. Delivery of Goods
19. Quality of Goods
20. Title and risk
21. Supply of Services
22. Customer's obligations
23. Charges and payment
24. Intellectual property rights
25. Confidentiality
26. Limitation of liability: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO
THIS CLAUSE
27. Termination
28. Consequences of termination
29. Health and Safety
30. Force majeure
31. General
The Customer's attention is particularly drawn to the provisions of clause 26.
INTERPRETATION
Definitions. In these Conditions, the following definitions apply:
Business Day:a day (other than a Saturday, Sunday or a public holiday) when
banks in London are open for business.
Commencement Date:has the meaning set out in clause 15.3.
Conditions:these terms and conditions as amended from time to time in accordance
with clause 31.7.
Contract:the contract between the Supplier and the Customer for the supply of
Goods and/or Services in accordance with these Conditions.
Customer:the person or firm who purchases the Goods and/or Services from the
Supplier.
Deliverables:the deliverables set out in the Order.
Delivery Location:has the meaning set out in clause 18.2.
Force Majeure Event:has the meaning given to it in 29.
Goods:the goods (or any part of them) set out in the Order.
Intellectual Property Rights:all patents, rights to inventions, utility models,
copyright and related rights, trade marks, service marks, trade, business and
domain names, rights in trade dress or get-up, rights in goodwill or to sue for
passing off, unfair competition rights, rights in designs, rights in computer
software, database right, topography rights, moral rights, rights in
confidential information (including know-how and trade secrets) and any other
intellectual property rights, in each case whether registered or unregistered
and including all applications for and renewals or extensions of such rights,
and all similar or equivalent rights or forms of protection in any part of the
world.
Order:the Customer's order for the supply of Goods and/or Services, as set out
in the Customer's purchase order form, or the Customer's written acceptance of
the Supplier's quotation, as the case may be.
Services:the services, including the Deliverables, supplied by the Supplier to
the Customer as set out in the Service Specification.
Service Specification:the description or specification for the Services provided
in writing by the Supplier to the Customer.
Supplier: IGA Global Ltd T/A Wilsons, Emerald House, Whitehall Road, Colchester,
Essex, CO2 8HA. IGA Global Ltd is a company registered in England and Wales no.
10320277. Registered office Emerald House, Whitehall Road, Colchester, Essex,
CO2 8HA.
Supplier Materials:has the meaning set out in clause 22.1(f).
Website:www.wilsonscolchester.com
Construction.In these Conditions, the following rules apply:
a. a personincludes a natural person, corporate or unincorporated body (whether
or not having separate legal personality);
b. a reference to a party includes its successors or permitted assigns;
c. a reference to a statute or statutory provision is a reference to such
statute or statutory provision as amended or re-enacted. A reference to a
statute or statutory provision includes any subordinate legislation made
under that statute or statutory provision, as amended or re-enacted;
d. any phrase introduced by the terms including, include, in particularor any
similar expression shall be construed as illustrative and shall not limit
the sense of the words preceding those terms; and
e. a reference to writingor written includes faxes and emails.
TERMS OF WEBSITE USE
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR WEBSITE
1. INTRODUCTORY
1. This terms of use (together with the documents referred to in it) tells
you the terms of use on which you may make use of our Website
www.wilsonscolchester.com (our site), whether as a guest or a registered
user. Use of our Website includes accessing, browsing, or registering to
use our Website.
2. Please read these terms of use carefully before you start to use our
Website, as these will apply to your use of our Website. We recommend
that you print a copy of this for future reference.
3. By using our Website, you confirm that you accept these terms of use and
that you agree to comply with them.
4. If you do not agree to these terms of use, you must not use our Website.
2. OTHER APPLICABLE TERMS
1. These terms of use refer to the following additional terms, which also
apply to your use of our Website:
a. Our Privacy Policy, which sets out the terms on which we process any
personal data we collect from you, or that you provide to us. By
using our Website, you consent to such processing and you warrant
that all data provided by you is accurate.
b. Our Acceptable Use Policy, which sets out the permitted uses and
prohibited uses of our Website. When using our Website, you must
comply with this Acceptable Use Policy.
c. Our Cookie Policy, which sets out information about the cookies on
our Website.
2. If you purchase goods from our Website, our Terms and Conditions of
Supply as detailed below will apply to the sales.
3. CHANGES TO THESE TERMS
1. We may revise these terms of use at any time by amending this page.
Please check this page from time to time to take notice of any changes
we made, as they are binding on you.
4. CHANGES TO OUR WEBSITE
1. We may update our Website from time to time, and may change the content
at any time. However, please note that any of the content on our Website
may be out of date at any given time, and we are under no obligation to
update it .
2. We do not guarantee that our Website, or any content on it, will be free
from errors or omissions.
5. ACCESSING OUR WEBSITE
1. Our Website is made available free of charge.
2. We do not guarantee that our Website, or any content on it, will always
be available or be uninterrupted. Access to our Website is permitted on
a temporary basis. We may suspend, withdraw, discontinue or change all
or any part of our Website without notice. We will not be liable to you
if for any reason our Website is unavailable at any time or for any
period.
3. You are responsible for making all arrangements necessary for you to
have access to our Website.
4. You are also responsible for ensuring that all persons who access our
Website through your internet connection are aware of these terms of use
and other applicable terms and conditions, and that they comply with
them.
6. YOUR ACCOUNT AND PASSWORD
1. If you choose, or you are provided with, a user identification code,
password or any other piece of information as part of our security
procedures, you must treat such information as confidential. You must
not disclose it to any third party.
2. We have the right to disable any user identification code or password,
whether chosen by you or allocated by us, at any time, if in our
reasonable opinion you have failed to comply with any of the provisions
of these terms of use.
3. If you know or suspect that anyone other than you knows your user
identification code or password, you must promptly notify us at
info@wilsonscolchester.com.
7. INTELLECTUAL PROPERTY RIGHTS
1. We are the owner or the licensee of all intellectual property rights in
our Website, and in the material published on it. Those works are
protected by copyright laws and treaties around the world. All such
rights are reserved.
2. You may print off one copy, and may download extracts, of any page(s)
from our Website for your personal use and you may draw the attention of
others within your organisation to content posted on our Website.
3. You must not modify the paper or digital copies of any materials you
have printed off or downloaded in any way, and you must not use any
illustrations, photographs, video or audio sequences or any graphics
separately from any accompanying text.
4. Our status (and that of any identified contributors) as the authors of
content on our Website must always be acknowledged. You must not use any
part of the content on our Website for commercial purposes without
obtaining a licence to do so from us or our licensors.
5. If you print off, copy or download any part of our Website in breach of
these terms of use, your right to use our Website will cease immediately
and you must, at our option, return or destroy any copies of the
materials you have made.
8. NO RELIANCE ON INFORMATION
1. The content on our Website is provided for general information only. It
is not intended to amount to advice on which you should rely. You must
obtain professional or specialist advice before taking, or refraining
from, any action on the basis of the content on our Website.
2. Although we make reasonable efforts to update the information on our
Website, we make no representations, warranties or guarantees, whether
express or implied, that the content on our Website is accurate,
complete or up-to-date.
9. LIMITATION OF OUR LIABILITY
1. Nothing in these terms of use excludes or limits our liability for death
or personal injury arising from our negligence, or our fraud or
fraudulent misrepresentation, or any other liability that cannot be
excluded or limited by English law.
2. To the extent permitted by law, we exclude all conditions, warranties,
representations or other terms which may apply to our Website or any
content on it, whether express or implied.
3. We will not be liable to any user for any loss or damage, whether in
contract, tort (including negligence), breach of statutory duty, or
otherwise, even if foreseeable, arising under or in connection with:
a. use of, or inability to use, our Website; or
b. use of or reliance on any content displayed on our Website.
4. If you are a business user, please note that in particular, we will not
be liable for:
a. loss of profits, sales, business, or revenue;
b. business interruption;
c. loss of anticipated savings;
d. loss of business opportunity, goodwill or reputation; or
e. any indirect or consequential loss or damage.
5. If you are a consumer user, please note that we only provide our Website
for domestic and private use. You agree not to use our Website for any
commercial or business purposes, and we have no liability to you for any
loss of profit, loss of business, business interruption, or loss of
business opportunity.
6. We will not be liable for any loss or damage caused by a virus,
distributed denial-of-service attack, or other technologically harmful
material that may infect your computer equipment, computer programs,
data or other proprietary material due to your use of our Website or to
your downloading of any content on it, or on any website linked to it.
7. We assume no responsibility for the content of websites linked on our
Website. Such links should not be interpreted as endorsement by us of
those linked websites. We will not be liable for any loss or damage that
may arise from your use of them.
8. Different limitations and exclusions of liability will apply to
liability arising as a result of the supply of any goods by use to you,
which will be set out in our Terms and Conditions of Supply enclosed
below.
10. UPLOADING CONTENT TO OUR WEBSITE
1. Whenever you make use of a feature that allows you to upload content to
our Website, or to make contact with other users of our Website, you
must comply with the content standards set out in our Acceptable Use
Policy found on our website www.wilsonscolchester.com.
2. You warrant that any such contribution does comply with those standards,
and you will be liable to us and indemnify us for any breach of that
warranty. If you are a consumer user, you will be responsible for any
loss or damage we suffer as a result of your breach of warranty.
3. Any content you upload to our Website will be considered
non-confidential and non-proprietary, and we have the right to use,
copy, distribute and disclose to third parties any such content for any
purpose.
4. We also have the right to disclose your identity to any third party who
is claiming that any content posted or uploaded by you to our Website
constitutes a violation of their intellectual property rights, or of
their right to privacy.
5. We will not be responsible, or liable to any third party, for the
content or accuracy of any content posted by you or any other user of
our Website.
6. We have the right to remove any posting you make on our Website if, in
our opinion, your post does not comply with the content standards set
out in our Acceptable Use Policy found on our Website
www.wilsonscolchester.com.
7. The views expressed by other users on our Website do not represent our
views.
11. VIRUSES
1. We do not guarantee that our Website will be secure or free from bugs or
viruses.
2. You are responsible for configuring your information technology,
computer programmes and platform in order to access our Website. You
should use your own virus protection software.
3. You must not misuse our Website by knowingly introducing viruses,
trojans, worms, logic bombs or other material which is malicious or
technologically harmful. You must not attempt to gain unauthorised
access to our Website, the server on which our Website is stored or any
server, computer or database connected to our Website. You must not
attack our Website via a denial-of-service attack or a distributed
denial-of service attack. By breaching this provision, you would commit
a criminal offence under the Computer Misuse Act 1990. We will report
any such breach to the relevant law enforcement authorities and we will
co-operate with those authorities by disclosing your identity to them.
In the event of such a breach, your right to use our Website will cease
immediately.
12. LINKING TO OUR WEBSITE
1. You may not link to our home page unless expressly authorised in writing
to do so.
2. In the event that you are provided with such express written
authorisation to link to our home page then you may do so, provided you
do so in a way that is fair and legal and does not damage our reputation
or take advantage of it.
3. You must not establish a link in such a way as to suggest any form of
association, approval or endorsement on our part where none exists.
4. You must not establish a link to our Website in any website that is not
owned by you. Our Website must not be framed on any other Website, nor
may you create a link to any part of our Website other than the home
page.
5. We reserve the right to withdraw linking permission without notice.
6. The website in which you are linking must comply in all respects with
the content standards set out in our Acceptable Use Policy found on our
Website www.wilsonscolchester.com.
7. If you wish to make any use of content on our Website other than that
set out above, please contact info@wilsonscolchester.com.
13. THIRD PARTY LINKS AND RESOURCES IN OUR WEBSITE
1. Where our Website contains links to other websites and resources
provided by third parties, these links are provided for your information
only. We have no control over the contents of those websites or
resources.
14. CONTACT US
1. To contact us, please email info@wilsonscolchester.com. Thank you for
visiting our site.
SUPPLY OF GOODS AND SERVICES
15. BASIS OF CONTRACT
1. The Order constitutes an offer by the Customer to purchase Goods and/or
Services in accordance with these Conditions.
2. Any and all quotations for the Goods and/or Services are made subject to
these Terms and Conditions, with no additions, amendments or alterations
to any Orders rendered as applicable or enforceable unless agreed to by
the Supplier. Any such amendments to Orders made will attract an
additional variation fee, payable by the Customer.
3. The Order shall be deemed to be accepted on the date that it is placed,
unless otherwise notified by the Supplier at which point and on which
date the Contract shall come into existence. Written acceptance
confirmation shall be received for all orders placed on the Website of
the Supplier at which point and on which date the Contract shall come
into existence (Commencement Date respectively).
4. The Contract constitutes the entire agreement between the parties. The
Customer acknowledges that it has not relied on any statement, promise
or representation made or given by or on behalf of the Supplier which is
not set out in the Contract.
5. Any samples, drawings, descriptive matter or advertising issued by the
Supplier and any descriptions of the Goods or illustrations or
descriptions of the Services contained in the Supplier's catalogues or
brochures (whether physical or online) are issued or published for the
sole purpose of giving an approximate idea of the Services and/or Goods
described in them. They shall not form part of the Contract or have any
contractual force.
6. These Conditions apply to the Contract to the exclusion of any other
terms that the Customer seeks to impose or incorporate, or which are
implied by trade, custom, practice or course of dealing.
7. Any quotation given by the Supplier shall not constitute an offer, and
is only valid for a period of 20 Business Days from its date of issue.
8. Once placed, an Order may not be cancelled, amended or otherwise varied
by the Customer, except without the written authorisation to the
requested amendment from the Supplier. In the cases of such variation or
cancellation request in writing from the Customer, the Supplier is
entitled to render an invoice to the Customer for all reasonable charges
incurred in accepting, preparing and fulfilling the Order as may have
taken place prior and up to the communication of an intention to cancel
or vary the Order by the Customer, as well as other applicable charges
as may be payable by the Customer in accordance with clause 15.2 of
these Conditions.
9. All of these Conditions shall apply to the supply of both Goods and
Services except where application to one or the other is specified.
16. GOODS
1. The Goods are described in the Supplier's catalogue both in physical
format and online.
2. The Supplier reserves the right to amend the Goods if required by any
applicable statutory or regulatory requirements.
17. CREDIT ACCOUNTS
1. Customers wishing to open a credit account with the Supplier are
required to complete a Credit Application Form, available from the
Supplier upon written request for such documentation from the Customer.
2. Such Credit Application Form requires the specification of two trade
references and a bank reference accordingly. The Supplier reserves the
right to alter or terminate credit facilities at any time upon written
notice of this termination to the Customer.
3. Where credit account facilities are available, the Supplier's Terms and
Conditions herein require payment for all Goods and/or Services on or
before the 20th day of each month, following the month in which the
Goods and/or Services are invoiced.
4. In the event that payment for Goods and/or Services is not received in
accordance with clause 17.3, the credit account(s) will be suspended
until such time as cleared funds have been received by the Supplier from
the Customer.
18. DELIVERY OF GOODS
1. The Supplier shall ensure that:
a. each delivery of the Goods is accompanied by a delivery note which
shows the date of the Order, all relevant Customer and Supplier
reference numbers, the type and quantity of the Goods (including the
code number of the Goods, where applicable) and special storage
instructions (if any); and
b. if the Supplier requires the Customer to return any packaging
material to the Supplier, that fact is clearly stated on the
delivery note. The Customer shall make any such packaging materials
available for collection at such times as the Supplier shall
reasonably request. Returns of packaging materials shall be at the
Supplier's expense.
2. The Supplier shall deliver the Goods to the location set out in the
Order or such other location as the parties may agree (Delivery
Location) at any time after the Supplier notifies the Customer that the
Goods are ready.
3. Delivery of the Goods shall be completed on the Goods' arrival at the
Delivery Location.
4. Marking of the Goods as 'unexamined', 'unchecked' or other connotations
of such wording shall have no legal significance and the Goods will be
deemed as accepted by the Customer irrespective of such labels.
5. Any dates quoted for delivery of the Goods are approximate only, and
the time of delivery is not of the essence. The Supplier shall not be
liable for any delay in delivery of the Goods that is caused by a Force
Majeure Event or the Customer's failure to provide the Supplier with
adequate delivery instructions or any other instructions that are
relevant to the supply of the Goods.
6. If the Supplier fails to deliver the Goods, its liability shall be
limited to the costs and expenses incurred by the Customer in obtaining
replacement goods of similar description and quality in the cheapest
market available, less the price of the Goods. The Supplier shall have
no liability for any failure to deliver the Goods to the extent that
such failure is caused by a Force Majeure Event the Customer's failure
to provide the Supplier with adequate delivery instructions for the
Goods or any relevant instruction related to the supply of the Goods.
7. If the Customer fails to accept or take delivery of the Goods within 20
Business Days of the Supplier notifying the Customer that the Goods are
ready, then except where such failure or delay is caused by a Force
Majeure Event or by the Supplier's failure to comply with its
obligations under the Contract in respect of the Goods:
a. delivery of the Goods shall be deemed to have been completed at 9.00
am on the second Business Day following the day on which the
Supplier notified the Customer that the Goods were ready; and
b. the Supplier shall store the Goods until delivery takes place, and
charge the Customer for all related costs and expenses (including
insurance).
8. The rights within this clause are without prejudice to any other right,
which the Supplier may have in respect of the Customer’s failure to
take delivery of the goods or to pay for them in accordance with the
Contract.
9. If 20 Business Days after the Supplier notified the Customer that the
Goods were ready for delivery the Customer has not accepted or taken
delivery of them, the Supplier may resell or otherwise dispose of part
or all of the Goods and, after deducting reasonable storage and selling
costs, account to the Customer for any excess over the price of the
Goods or charge the Customer for any shortfall below the price of the
Goods.
10. The Customer shall not be entitled to reject the Goods if the Supplier
delivers up to and including 5 per cent more or less than the quantity
of Goods ordered.
11. The Supplier may deliver the Goods by instalments, which shall be
invoiced and paid for separately. Each instalment shall constitute a
separate contract. Any delay in delivery or defect in an instalment
shall not entitle the Customer to cancel any other instalment.
12. Upon delivery of the Goods, no immediate returns will be acceptable
unless the Supplier is contacted at the time of delivery and notified
of the reasoning of the return of the Goods, such communication to be
formalised in writing no later than three days thereafter, and in any
event, will not be permitted without the requisite returns number and
reference, obtainable from the Supplier directly.
13. If, for any reason, the Customer purports to accept only a proportion
of the Goods supplied, irrespective of such partial-acceptance, the
Customer shall be deemed to have nonetheless accepted the entirety of
the Goods. The Customer will thereafter not be entitled to reject the
remainder of the Goods as a direct result.
19. QUALITY OF GOODS
1. Goods advertised and marketed by the Supplier, which are subject to any
'manufacturers’ guarantees' are advertised in accordance with said
manufacturers’ listed terms.
2. As a result, the Supplier undertakes to use reasonable endeavours to
assist the Customer in obtaining from the manufacturer the benefit of
any warranty which may be given by the manufacturer to the Supplier
directly in respect of the Goods. Such undertaking to assist is given
by the Supplier and accepted by the Customer instead of and expressly
excluding any other guarantee, conditions or warranty as to quality of
fitness for any purpose whether statutory or otherwise, other than
those contained within these Conditions.
3. All Goods manufactured by the Supplier are supplied by the Supplier in
good faith as suitable for the purposes indicated on the Supplier's
labels and within the Supplier's literature. However, the Customer
expressly acknowledges that the Supplier is unable to exercise control
outside the course of manufacture over the storage, handling, mixing of
other products with or use of the Goods, which may affect the
performance of the Goods, with all conditions and warranties as
contained within these Conditions and attributable to such
circumstances, being excluded by the Supplier to the fullest extent as
permitted by law as a direct result.
4. Upon delivery, the Customer shall have three days in which to examine
the Goods and notify the Supplier in writing of any defects or damages
therein in accordance with the provisions of this clause 19.
5. Subject to clause 19.8, if:
a. the Customer gives notice in writing at any point within the three
days after the Delivery Date, that some or all of the Goods are
defective or damaged as set out in clause 19.1;
b. the Supplier is given a reasonable opportunity of examining such
Goods; and
c. the Customer (if asked to do so by the Supplier) returns such Goods
to the Supplier's place of business at the Customer's cost,
6. the Supplier shall, at its option, repair or replace the defective
Goods. A full refund may be offered at the sole option and discretion
of the Supplier
7. Thereafter, the Supplier warrants that for a period of six months after
Delivery of the Goods (Warranty Period), the Goods shall:
a. conform with their description;
b. be free from material defects in design, material and workmanship;
and
c. be of satisfactory quality (within the meaning of the Sale of Goods
Act 1979).
8. Subject to clause 19.8, if:
a. the Customer gives notice in writing during the Warranty Period
within a reasonable time of discovery that some or all of the Goods
do not comply with the warranty set out in clause 19.1;
b. the Supplier is given a reasonable opportunity of examining such
Goods; and
c. the Customer (if asked to do so by the Supplier) returns such Goods
to the Supplier's place of business at the Customer's cost,
9. the Supplier shall, at its option, repair or replace the defective
Goods, or refund the price of the defective Goods in full.
10. The Supplier shall not be liable for the Goods' failure to comply with
the provision of clause 19.1 or the warranty in clause 19.6 if:
a. the Customer makes any further use of such Goods after giving a
notice in accordance with clause 19.5;
b. the defect arises because the Customer failed to follow the
Supplier's oral or written instructions as to the storage,
installation, commissioning, use or maintenance of the Goods or (if
there are none) good trade practice;
c. the Customer alters or repairs such Goods without the written
consent of the Supplier;
d. the defect arises as a result of fair wear and tear, wilful damage,
negligence, or abnormal working conditions;
e. the defect arises as a result of defective materials provided and/or
supplied by a third party, in which case, the Customer's right of
recourse shall be against the third party supplier directly and the
Supplier shall have no further liability whatsoever;
f. the Goods differ from their description as a result of changes made
to ensure they comply with applicable statutory or regulatory
standards.
11. Except as provided in this clause 19, the Supplier shall have no
liability to the Customer in respect of the Goods' failure to comply
with the provisions of clause 19.1 and the warranty set out with clause
19.6.
12. The terms of these Conditions shall apply to any repaired or
replacement Goods supplied by the Supplier under the terms of this
clause 19.5.
20. TITLE AND RISK
1. The risk in the Goods shall pass to the Customer on completion of
delivery.
2. Subject to clause (b), title to the Goods shall not pass to the Customer
until the Supplier has received payment in full (in cash or cleared
funds) for:
a. the Goods; and
b. any other goods that the Supplier has supplied to the Customer in
respect of which payment has become due.
3. For the avoidance of doubt and for the purposes of clause 20.2(b), it is
assumed Goods will be sold in strict stock rotation. Even where all
previously-delivered or currently delivered Goods have been paid for
respectively, or in the event that any open credit account for the
Customer has been zeroed as a result (as applicable), the Supplier shall
nonetheless, in the event of the Customer having not paid for any
delivery of any of the Goods, still have a claim against the Customer in
accordance with clause 23.10 for non-payment of any outstanding Goods,
even if any Goods in the possession of the Customer are those not yet
paid for by the Customer.
4. Furthermore, all Goods and/or Services ordered by the Customer pursuant
to credit facilities or accounts opened in accordance with clause 17 of
these Conditions, which remains in arrears for more than 30 days, title
in the Goods shall not pass to the Customer until the satisfaction of
any outstanding credit accounts is facilitated in full. In such
circumstances, title in the Goods vests in the Supplier and it shall be
lawfully entitled to any of the recovery provisions as set out within
these Conditions.
5. Until title to the Goods has passed to the Customer, the Customer shall:
a. hold the Goods on a fiduciary basis as the Supplier's bailee;
b. store the Goods separately from all other goods held by the Customer
so that they remain readily identifiable as the Supplier's property;
c. not remove, deface or obscure any identifying mark or packaging on or
relating to the Goods;
d. maintain the Goods in satisfactory condition and keep them insured
against all risks for their full price on the Supplier's behalf from
the date of delivery;
e. notify the Supplier immediately if it becomes subject to any of the
events listed in clause 27.1(b) to clause 27.1(l); and
f. give the Supplier such information relating to the Goods as the
Supplier may require from time to time,
but the Customer may resell or use the Goods in the ordinary course of
its business.
6. If before title to the Goods passes to the Customer the Customer becomes
subject to any of the events listed in clause 27.1(b) to clause 27.1(l),
or the Supplier reasonably believes that any such event is about to
happen and notifies the Customer accordingly, then, provided the Goods
have not been resold, or irrevocably incorporated into another product,
and without limiting any other right or remedy the Supplier may have,
the Supplier may at any time require the Customer to deliver up the
Goods and, if the Customer fails to do so promptly, enter any premises
of the Customer or of any third party where the Goods are stored in
order to recover them.
21. SUPPLY OF SERVICES
1. The Supplier shall provide the Services to the Customer in accordance
with the Order in all material respects.
2. The Supplier shall use all reasonable endeavours to meet any performance
dates for the Services specified in the Order, but any such dates shall
be estimates only and time shall not be of the essence for the
performance of the Services.
3. The Supplier shall have the right to make any changes to the Services
which are necessary to comply with any applicable law or safety
requirement, or which do not materially affect the nature or quality of
the Services, and the Supplier shall notify the Customer in any such
event.
4. The Supplier warrants to the Customer that the Services will be provided
using reasonable care and skill.
22. CUSTOMER'S OBLIGATIONS
1. The Customer shall:
a. ensure that the terms of the Order and (if submitted by the Customer)
the Goods Specification are complete and accurate;
b. co-operate with the Supplier in all matters relating to the Services;
c. provide the Supplier, its employees, agents, consultants and
subcontractors, with access to the Customer's premises, office
accommodation and other facilities as reasonably required by the
Supplier to provide the Services;
d. provide the Supplier with such information and materials as the
Supplier may reasonably require to supply the Services, and ensure
that such information is accurate in all material respects;
e. obtain and maintain all necessary licences, permissions and consents
which may be required for the Services before the date on which the
Services are to start; and
f. keep and maintain all materials, equipment, documents and other
property of the Supplier (Supplier Materials) at the Customer's
premises in safe custody at its own risk, maintain the Supplier
Materials in good condition until returned to the Supplier, and not
dispose of or use the Supplier Materials other than in accordance
with the Supplier's written instructions or authorisation.
2. If the Supplier's performance of any of its obligations in respect of
the Services is prevented or delayed by any act or omission by the
Customer or failure by the Customer to perform any relevant obligation
(Customer Default):
a. the Supplier shall without limiting its other rights or remedies have
the right to suspend performance of the Services until the Customer
remedies the Customer Default, and to rely on the Customer Default to
relieve it from the performance of any of its obligations to the
extent the Customer Default prevents or delays the Supplier's
performance of any of its obligations;
b. the Supplier shall not be liable for any costs or losses sustained or
incurred by the Customer arising directly or indirectly from the
Supplier's failure or delay to perform any of its obligations as set
out in this clause 22.2; and
c. the Customer shall reimburse the Supplier on written demand for any
costs or losses sustained or incurred by the Supplier arising
directly or indirectly from the Customer Default.
23. CHARGES AND PAYMENT
1. The price for Goods shall be the price set out in the Order or, if no
price is quoted, the price set out in the Supplier's published price
list as at the date of delivery
2. In particular, Goods to be delivered to UK mainland addresses which are
not in excess of £200 excl. VAT in total are subject to a carriage
charge, unless otherwise advised by the Suppler in writing accordingly.
For the avoidance of doubt, all orders over £200 excl. VAT in total
qualify for free delivery to any UK mainland address. Deliveries to
overseas addresses will attract a higher carriage charge, confirmation
of which shall be provided to the Customer by the Supplier in writing
upon receipt of the Order and prior to its acceptance by the Supplier.
The Customer acknowledges that such delivery charges and qualifications
are subject to change at any time, without further notice by the
Supplier.
3. Any and all (retail) prices listed within the Supplier's catalogues
(whether physical or online) are 'recommended' retail prices and are
subject to alterations without notice. For the purposes of these
Conditions, the provisions of clause 23.1 override any and all retail
prices listed within the Supplier's catalogues.
4. The charges for any Services required by the Customer as part of any
Order shall be on a time and materials basis:
a. the charges shall be calculated in accordance with the Supplier's
standard daily fee rates, details of which shall be provided by the
Supplier to the Customer open receipt of the Order and prior to its
acceptance by the Supplier;
b. the Supplier's standard daily fee rates for each individual person
are calculated on the basis of an eight-hour day from 8.00 am to
5.00 pm worked on Business Days;
c. the Supplier shall be entitled to charge an overtime rate of 20%
(twenty per cent) of the standard daily fee rate on a pro-rata basis
for each part day or for any time worked by individuals whom it
engages on the Services outside the hours referred to in clause
23.4(b); and
d. the Supplier shall be entitled to charge the Customer for any
expenses reasonably incurred by the individuals whom the Supplier
engages in connection with the Services including, but not limited
to, travelling expenses, hotel costs, subsistence and any associated
expenses, and for the cost of services provided by third parties and
required by the Supplier for the performance of the Services, and
for the cost of any materials.
5. The Supplier reserves the right to:
a. increase its standard daily fee rates for the charges for the
Services, provided that such charges cannot be increased more than
once in any 12 month period. The Supplier will give the Customer
written notice of any such increase one month before the proposed
date of the increase. If such increase is not acceptable to the
Customer, it shall notify the Supplier in writing within two weeks
of the date of the Supplier's notice and the Supplier shall have the
right without limiting its other rights or remedies to terminate the
Contract by giving one months written notice to the Customer;
b. increase the price of the Goods, without notice, to reflect any
increase in the cost of the Goods to the Supplier that is due to:
i. any factor beyond the control of the Supplier (including
foreign exchange fluctuations, increases in taxes and duties,
and increases in labour, materials and other manufacturing
costs);
ii. any request by the Customer to change the delivery date(s),
quantities or types of Goods ordered; or
iii. any delay caused by any instructions of the Customer in respect
of the Goods or failure of the Customer to give the Supplier
adequate or accurate information or instructions in respect of
the Goods.
6. In respect of Goods, the Supplier shall invoice the Customer on or at
any time after completion of delivery. In respect of Services, the
Supplier shall invoice the Customer monthly in arrears.
7. The Customer shall pay each invoice submitted by the Supplier:
a. on the 20th day of each month in which the invoice is rendered by
the Supplier to the Customer; and
b. in full and in cleared funds to a bank account nominated in writing
by the Supplier, and
8. time for payment shall be of the essence of the Contract.
9. In the event that any invoice remains due past the 20th day of each
month in which the invoice was rendered as set out within clause 23.7,
all invoices rendered and outstanding, past this 20th day of the month
date for payment or otherwise, will be deemed as automatically and
immediately due to the Supplier, with the Supplier subsequently
entitled to seek any of the remedies contained within clauses 27 and/or
28 of these Conditions without limitation.
10. In the event of the circumstances as contained with clause 23.8 of
these Conditions, the Supplier shall be lawfully entitled to withhold
the Delivery and fulfilment of any outstanding Orders until payment of
all invoices rendered is paid in full, or the Supplier indicates
otherwise in its sole discretion.
11. Furthermore, in the event of non-payment of any invoice rendered by the
Supplier as set out within clause 23.8, the Supplier shall be lawfully
entitled to enter on to the Customer's premises and uplift any of the
Goods held by the Customer as delivered by the Supplier, regardless of
whether such items are attributable to previously-satisfied invoices or
otherwise.
12. All amounts payable by the Customer under the Contract are inclusive of
amounts in respect of value added tax chargeable from time to time
(VAT). Where any taxable supply for VAT purposes is made under the
Contract by the Supplier to the Customer, the Customer shall, on
receipt of a valid VAT invoice from the Supplier, pay to the Supplier
such additional amounts in respect of VAT as are chargeable on the
supply of the Services or Goods at the same time as payment is due for
the supply of the Services or Goods.
13. Without limiting any other right or remedy of the Supplier, if the
Customer fails to make any payment due to the Supplier under the
Contract by the due date for payment (Due Date), the Supplier shall
have the right to charge interest on the overdue amount at the rate of
4% (four per cent) per annum above the then current Bank of England's
base rate accruing on a daily basis from the Due Date until the date of
actual payment of the overdue amount, whether before or after judgment,
and compounding quarterly.
14. The Customer shall pay all amounts due under the Contract in full
without any deduction or withholding except as required by law and the
Customer shall not be entitled to assert any credit, set-off or
counterclaim against the Supplier in order to justify withholding
payment of any such amount in whole or in part. The Supplier may,
without limiting its other rights or remedies, set off any amount owing
to it by the Customer against any amount payable by the Supplier to the
Customer.
24. INTELLECTUAL PROPERTY RIGHTS
1. All Intellectual Property Rights in or arising out of or in connection
with the Services shall be owned by the Supplier.
2. The Customer acknowledges that, in respect of any third party
Intellectual Property Rights in the Services, the Customer's use of any
such Intellectual Property Rights is conditional on the Supplier
obtaining a written licence from the relevant licensor on such terms as
will entitle the Supplier to license such rights to the Customer.
3. All Supplier Materials are the exclusive property of the Supplier.
25. CONFIDENTIALITY
1. A party (Receiving Party) shall keep in strict confidence all technical
or commercial know-how, specifications, inventions, processes or
initiatives which are of a confidential nature and have been disclosed
to the Receiving Party by the other party (Disclosing Party), its
employees, agents or subcontractors, and any other confidential
information concerning the Disclosing Party's business or its products
or its services which the Receiving Party may obtain. The Receiving
Party shall restrict disclosure of such confidential information to such
of its employees, agents or subcontractors as need to know it for the
purpose of discharging the Receiving Party's obligations under the
Contract, and shall ensure that such employees, agents or subcontractors
are subject to obligations of confidentiality corresponding to those
which bind the Receiving Party. This clause 25 shall survive termination
of the Contract.
26. LIMITATION OF LIABILITY: THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO
THIS CLAUSE
1. Nothing in these Conditions shall limit or exclude the Supplier's
liability for:
a. death or personal injury caused by its negligence, or the negligence
of its employees, agents or subcontractors;
b. fraud or fraudulent misrepresentation;
c. breach of the terms implied by section 2 of the Supply of Goods and
Services Act 1982 (title and quiet possession);
d. breach of the terms implied by section 12 of the Sale of Goods Act
1979 (title and quiet possession); or
e. defective products under the Consumer Protection Act 1987.
2. Subject to clause 26.1:
a. the Supplier shall under no circumstances whatever be liable to the
Customer, whether in contract, tort (including negligence), breach of
statutory duty, or otherwise, for any loss of profit, or any indirect
or consequential loss arising under or in connection with the
Contract ; and
b. the Supplier's total liability to the Customer in respect of all
other 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 £2,500 or the
price of the Order(s) whichever is the least.
3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and
the terms implied by sections 3 to 5 of the Supply of Goods and Services
Act 1982 are, to the fullest extent permitted by law, excluded from the
Contract.
4. This clause 26 shall survive termination of the Contract.
27. TERMINATION
1. Without limiting its other rights or remedies, each party may terminate
the Contract with immediate effect by giving written notice to the other
party if:
a. the other party commits a material breach of its obligations under
this Contract and (if such breach is remediable) fails to remedy that
breach within 30 days after receipt of notice in writing of the
breach;
b. the other party suspends, or threatens to suspend, payment of its
debts or is unable to pay its debts as they fall due or admits
inability to pay its debts or (being a company) is deemed unable to
pay its debts within the meaning of section 123 of the Insolvency Act
1986 or (being an individual) is deemed either unable to pay its
debts or as having no reasonable prospect of so doing, in either
case, within the meaning of section 268 of the Insolvency Act 1986 or
(being a partnership) has any partner to whom any of the foregoing
apply;
c. the other party commences negotiations with all or any class of its
creditors with a view to rescheduling any of its debts, or makes a
proposal for or enters into any compromise or arrangement with its
creditors other than (where a company) for the sole purpose of a
scheme for a solvent amalgamation of that other party with one or
more other companies or the solvent reconstruction of that other
party;
d. a petition is filed, a notice is given, a resolution is passed, or an
order is made, for or in connection with the winding up of the other
party (being a company) other than for the sole purpose of a scheme
for a solvent amalgamation of the other party with one or more other
companies or the solvent reconstruction of that other party;
e. the other party (being an individual) is the subject of a bankruptcy
petition or order;
f. a creditor or encumbrancer of the other party attaches or takes
possession of, or a distress, execution, sequestration or other such
process is levied or enforced on or sued against, the whole or any
part of its assets and such attachment or process is not discharged
within 14 days;
g. an application is made to court, or an order is made, for the
appointment of an administrator or if a notice of intention to
appoint an administrator is given or if an administrator is appointed
over the other party (being a company);
h. a floating charge holder over the assets of the other party (being a
company) has become entitled to appoint or has appointed an
administrative receiver;
i. a person becomes entitled to appoint a receiver over the assets of
the other party or a receiver is appointed over the assets of the
other party;
j. any event occurs, or proceeding is taken, with respect to the other
party in any jurisdiction to which it is subject that has an effect
equivalent or similar to any of the events mentioned in clause
27.1(b) to clause 27.1(i) (inclusive);
k. the other party suspends, threatens to suspend, ceases or threatens
to cease to carry on, all or substantially the whole of its business;
or
l. the other party (being an individual) dies or, by reason of illness
or incapacity (whether mental or physical), is incapable of managing
his own affairs or becomes a patient under any mental health
legislation.
2. Without limiting its other rights or remedies, the Supplier may
terminate the Contract:
a. by giving the Customer two months' written notice;
b. with immediate effect by giving written notice to the Customer if the
Customer fails to pay any amount due under this Contract on the due
date for payment.
3. Without limiting its other rights or remedies, the Supplier shall have
the right to suspend the supply of Services or all further deliveries of
Goods under the Contract or any other contract between the Customer and
the Supplier if:
a. the Customer fails to make pay any amount due under this Contract on
the due date for payment; or
b. the Customer becomes subject to any of the events listed in clause
27.1(b) to clause 27.1(l), or the Supplier reasonably believes that
the Customer is about to become subject to any of them.
28. CONSEQUENCES OF TERMINATION
1. On termination of the Contract for any reason:
a. the Customer shall immediately pay to the Supplier all of the
Supplier's outstanding unpaid invoices and interest and, in respect
of Services supplied but for which no invoice has yet been submitted,
the Supplier shall submit an invoice, which shall be payable by the
Customer immediately on receipt;
b. the Customer shall return all of the Supplier Materials and any
Deliverables which have not been fully paid for. If the Customer
fails to do so, then the Supplier may enter the Customer's premises
and take possession of them. Until they have been returned, the
Customer shall be solely responsible for their safe keeping and will
not use them for any purpose not connected with this Contract;
c. the accrued rights and remedies of the parties as at termination
shall not be affected, including the right to claim damages in
respect of any breach of the Contract which existed at or before the
date of termination or expiry; and
d. clauses which expressly or by implication have effect after
termination shall continue in full force and effect.
29. HEALTH AND SAFETY
1. The Customer shall comply with any and all information or any revised
information in relation to health and safety attributable to the Goods,
Services and other ancillary services, as and whenever supplied by the
Supplier and/or the manufacturer. Such health and safety advice will be
in respect of, but not limited to, the use for which the Goods and/or
Services are designed and have been tested, or concerning conditions
necessary to ensure that said Goods and/or Services will be safe and
without risk to health at all times when they are being set, used,
cleaned or maintained by any person or representative of the Customer,
either at work or when they are being dismantled or disposed of.
2. The Customer undertakes to take such steps and measures as may be
specified and required by the information contained provided by the
Customer in accordance with clause 29.1, to ensure that as far as
reasonably practicable the Goods and/or Services will be safe and
without risk to health at all times. For these purposes the Customer is
deemed to have given a reasonable opportunity to test and examine the
Goods before delivery.
30. FORCE MAJEURE
1. For the purposes of this Contract, Force Majeure Event means an event
beyond the reasonable control of the Supplier including but not limited
to strikes, lock-outs or other industrial disputes (whether involving
the workforce of the party or any other party), failure of a utility
service or transport network, act of God, war, riot, civil commotion,
malicious damage, compliance with any law or governmental order, rule,
regulation or direction, accident, breakdown of plant or machinery,
fire, flood, storm or default of suppliers or subcontractors.
2. The Supplier shall not be liable to the Customer as a result of any
delay or failure to perform its obligations under this Contract as a
result of a Force Majeure Event.
3. If the Force Majeure Event prevents the Supplier from providing any of
the Services and/or Goods for more than four weeks, the Supplier shall,
without limiting its other rights or remedies, have the right to
terminate this Contract immediately by giving written notice to the
Customer.
31. GENERAL
1. Assignment and subcontracting. The Supplier may at any time assign,
transfer, charge, subcontract or deal in any other manner with all or
any of its rights under the Contract and may subcontract or delegate in
any manner any or all of its obligations under the Contract to any third
party.
2. The Customer shall not, without the prior written consent of the
Supplier, assign, transfer, charge, subcontract or deal in any other
manner with all or any of its rights or obligations under the Contract.
3. Notices. Any notice or other communication required to be given to a
party under or in connection with this Contract shall be in writing and
shall be delivered to the other party personally or sent by prepaid
first-class post, recorded delivery or by commercial courier, at its
registered office (if a company) or (in any other case) its principal
place of business, or sent by fax to the other party's main fax number.
4. Any notice or other communication shall be deemed to have been duly
received if delivered personally, when left at such addressor, if sent
by prepaid first-class post or recorded delivery, at 9.00 am on the
second Business Day after posting, or if delivered by commercial
courier, on the date and at the time that the courier's delivery receipt
is signed, or if sent by fax, on the next Business Day after
transmission.
5. This clause 31.2 shall not apply to the service of any proceedings or
other documents in any legal action. For the purposes of this clause,
"writing" shall not include e-mails and for the avoidance of doubt
notice given under this Contract shall not be validly served if sent by
e-mail.
6. Waiver. A waiver of any right under the Contract is only effective if it
is in writing and shall not be deemed to be a waiver of any subsequent
breach or default. No failure or delay by a party in exercising any
right or remedy under the Contract or by law shall constitute a waiver
of that or any other right or remedy, nor preclude or restrict its
further exercise. No single or partial exercise of such right or remedy
shall preclude or restrict the further exercise of that or any other
right or remedy.
7. Severance. If a court or any other competent authority finds that any
provision of the Contract (or part of any provision) is invalid, illegal
or unenforceable, that provision or part-provision shall, to the extent
required, be deemed deleted, and the validity and enforceability of the
other provisions of the Contract shall not be affected. If any invalid,
unenforceable or illegal provision of the Contract would be valid,
enforceable and legal if some part of it were deleted, the provision
shall apply with the minimum modification necessary to make it legal,
valid and enforceable.
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