Terms and Conditions
Hospital Direct Terms and Conditions (these “Terms and Conditions”)
Please read these Terms and Conditions carefully. They contain important information about your and our rights and obligations. We recommend you keep these Terms and Conditions and (if this is not in hard copy form) you print out these Terms and Conditions (if from our website by clicking on the print icon on your browser), and keep them for your future reference. These Terms and Conditions tell you information about us and the legal terms and conditions on which we sell any products (“Products”) to you, whether ordered on or through our website at www.hospitaldirect.co.uk (the “Website”) or any other means.
These Terms and Conditions apply to any contract between you and us for our sale of Products to you (“Contract”). The Contract consists of these Terms and Conditions and any order that we confirm we accept in accordance with Clause 4. Please read these Terms and Conditions carefully and make sure that you understand them, before ordering any Products from us. Please note that before placing an order you will be deemed to have agreed to these Terms and Conditions. If you do not agree to these Terms and Conditions, do not proceed with your order.
We may amend these Terms and Conditions from time to time as set out in Clause 5. Every time you wish to order Products, please check these Terms and Conditions to ensure you understand the Terms and Conditions which will apply at that time. These Terms and Conditions were most recently updated on 1 April 2015.These Terms and Conditions, and any Contract between us, are only in the English language.
- Information about us and you
- We are Hospital Direct (Marketing) Limited, a company registered in England under number 03902966 with registered office at Unit 3-4 The Green Industrial Estate, Clun, Craven Arms, Shropshire SY7 8LG. Our main trading address is at the same address. Our VAT number is 752782312.
- Contacting us if you are a consumer:
- To cancel a Contract in accordance with your legal right to do so (as set out in Clause 6), 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 that is available on the Website or using the cancellation form attached to these Terms and Conditions and sending it to us. You can send it to us by email at email@example.com or you can contact our customer service team by telephone on +44 (0) 1588 640 144 Alternatively, you can send it by post to Unit 3-4 The Green Industrial Estate, Clun, Craven Arms, Shropshire SY7 8LG. If you are emailing us or writing to us, please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, it is for you to show that the cancellation notice was received by us and within the required time.
- If you wish to contact us for any other reason, including because you have any complaints, you can contact us by telephoning our customer service team at +44 (0) 1588 640 144 or by emailing us at firstname.lastname@example.org.
- If we have to contact you, we will do so by any of the contact details you give to us such as your telephone number, email or by pre-paid post to the address you provide to us in your order.
- For the purposes of the Contract, you are the legal person who or on whose behalf an order is placed. If you are ordering on the Website, we assume that it is the person whose details are completed on the Website order form. If you are a business, it is the business identified in our quotation to you or in your order (whether or not any individual communicates with us on your behalf).
- In order to place an order or enter into a Contract with us, you must be at least 18 years old.
- Our Products
- The images of the Products (whether on the Website or in our catalogue) (“Images”) are for illustrative purposes only. Although we have made every reasonable effort to display the colours and image accurately, we cannot guarantee that the display of the colours and image accurately reflects the colour of the Products. The Products you receive may vary slightly from those images.
- In addition, although we have made every reasonable effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated by us (whether on the Website or in our catalogue) may have a small tolerance from the Images (of up to 5%).
- In addition, the packaging of the Products may vary from that shown on the Images.
- How we use your personal information
- We use your personal information in accordance with our Privacy and Cookies Policy from time to time. Please read our Privacy and Cookies Policy carefully. It is available from the Website.
- This Contract If you are a business customer
This Clause 0 only applies if you are a business.
If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you are acting when placing an order or using the Website to purchase Products.
- These Terms and Conditions apply to the exclusion of any terms and conditions submitted, proposed or stipulated by you. These Terms and Conditions apply to our supply of all Products. The giving by you of any delivery instruction or the acceptance by you of delivery of the Products shall constitute unqualified acceptance by you of these Terms and Conditions.
- Except as expressly provided herein, this Contract (together with any documents referred to in it) shall operate to the entire exclusion of any other agreement, understanding or arrangement of any kind between you and us preceding the date of this Contract and in any way relating to the subject matter of this Contract and to the exclusion of any representations not expressly stated herein except for any fraudulent misrepresentations or any misrepresentation as to a fundamental matter. Neither you nor we have entered into this Contract based on any representation that is not expressly incorporated into this Contract.
- This Contract (together with any documents referred to in it) constitutes the whole agreement and understanding of you and us as to the subject matter of this Contract and there are no provisions, terms, conditions or obligations, whether oral or written, express or implied, other than those contained or referred to herein.
- How the contract is formed between you and us
- Your order may be placed on the Website (if you are consumer) or by email, fax or post to our address set out in these Terms and Conditions (or otherwise made known by us from time to time).
- If you are ordering on the Website, 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.
- After you place an order, you may receive an email 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 4.4.
- We will confirm our acceptance to you by sending you an email that confirms that the Products have been dispatched (“Dispatch Confirmation”). The Contract between you and us will only be formed when we send out to you the Dispatch Confirmation.
- If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet the anticipated delivery date or because of an error in the price on the Website or quotation documents as referred to in Clause 10.5, we will inform you of this by email and we will not process your order. If you have already paid for the Products, we will refund to you the full amount including any delivery costs already charged as soon as possible.
- It is your responsibility to ensure that all information supplied by you is complete and accurate. You shall ensure that your order meets your particular requirements.
- Each order constitutes a separate Contract. There may be more than one Contract between you and us in force at the same time.
- Our right to vary these Terms and Conditions from time to time
- We may amend these Terms and Conditions from time to time. Please look at the top of these Terms and Conditions to see when they were last updated.
- Every time you order Products from us, the Terms and Conditions in force at the time of your order will apply to that Contract between you and us.
- Your right of return and refundwithout having to give a reason
- If you are a business or a consumer, you have the right in accordance with this Clause 6 to cancel the Contract (or any part of it). This means that during the relevant period if you change your mind or decide for any other reason that you do not want to receive or keep a Product, you can inform us of your decision to cancel the Contract (or any part of it) and receive a refund (of the relevant part). If you are a business, we may not refund the original delivery charge and we may charge you an administration fee at our standard handling charge for a return, but no such charge or fee shall apply if you are a consumer.
- If you are a consumer, you have a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 but we have extended the time periods you have there by what is set out below in Clause 6.5. Advice about your legal right to cancel the Contract is available from your local Citizens’ Advice Bureau or Trading Standards office.
- However, due to the nature of the Products, this cancellation right under this Clause 6 (or otherwise at law) ceases to be available as soon as the Product becomes unsealed after delivery, due to health protection or hygiene reasons. Therefore, you should only use the Product if you are sure you want to keep it.
- You also have no right to cancel under this Clause 6 (or otherwise at law) for any Products that are made to your specifications or are clearly personalised (including any special colours).
- Your legal right to cancel a Contract (or any part of it) starts from the date of the Dispatch Confirmation (the date on which we email you to confirm our acceptance of your order), which is when the Contract between you and us is formed. Except as provided in Clause 6.3, the deadline for you cancelling the Contract (or any part of it) 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 Product (which is not delivered in instalments on separate days).
The end date is the end of 30 days after the day on which you receive the Product.
Example: if we provide you with a Dispatch Confirmation on 1 January and you receive the Product on 10 January, you may cancel at any time between 1 January and the end of the day on 9 February.
Your Contract is for either of the following:
– one Product which is delivered in instalments on separate days; or
– multiple Products which are delivered on separate days.
The end date is 30 days after the day on which you receive the last instalment of the Product or the last of the separate Products ordered.
Example: if we provide you with a Dispatch Confirmation on 1 January and you receive the first instalment of your Product or the first of your separate Products on 10 January and the last instalment or last separate Product on 15 January, you may cancel in respect of all instalments and any or all of the separate Products at any time between 1 January and the end of the day on 14 February.
Your Contract is for the regular delivery of a Product over a set period.
The end date is 30 days after the day on which you receive the first delivery of the Products. Example: if we provide you with a Dispatch Confirmation on 1 January in respect of Products to be delivered at regular intervals over a year and you receive the first delivery of your Product on 10 January, you may cancel at any time between 1 January and the end of the day on 9 February. 9 February is the last day of the cancellation period in respect of all Products to arrive during the year.
- To cancel the Contract (or any part of it), you just need to let us know that you have decided to cancel. Please see Clause 1.2.1 for how to contact us. An easy way to cancel is to complete the cancellation form on the Website. If you use this method we will email you without delay 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 and Conditions as the Schedule.
- If you cancel your Contract (or any part of it), we will:
- refund to you the price you paid for the Products covered by the Contract (or any part of it) that is cancelled. However, please note we are permitted by law to reduce your refund to reflect any reduction in the value of the Products, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund to you the price paid before we are able to inspect the Products and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount upon request; and
- (if you are a consumer) refund to you any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method). For example, if we offer delivery of a Product within 3-5 Working Days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option; and
- make any refunds due to you as soon as possible and in any event within the deadlines indicated below:
- if you have received the Product and we have not offered to collect it from you: 14 days after the day on which we receive the Product back from you or, if earlier, the day on which you provide us with evidence that you have sent the Product back to us. For information about how to return a Product to us, see Clause 6.10; and
- if you have not received the Product or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel the Contract (or any part of it).=
- If you have returned the Product to us under this Clause 6 because there is a problem with it so that it does not conform to the requirements of the Contract, if you are a consumer, your statutory rights are not affected, so in that case (if you are a consumer) we will refund the price of the Product in full, together with any applicable delivery charges, and any reasonable costs you incur in returning the item to us; if you are a business, Clause 13 describes your sole rights and remedies for a problem with a Product.
- Unless otherwise agreed between you and us, we will refund you using the same method with which you paid us for the returned Product. If you used vouchers to pay for the Product, we may refund you in vouchers.
- If a Product has been delivered to you before you exercise your right to cancel the Contract (or part of it):
- then you must return it to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract (or part of it). You can either send it back or hand it to our authorised carrier. Please see our returns page at http://www.hospitaldirect.co.uk/content/3-hospital-direct-terms-and-conditions for our returns address, and information about our authorised carrier and how to arrange a return; or
- unless there is a problem with the Product so that it does not conform to the requirements of the Contract (see Clause 6.8), you will be responsible for the cost of returning the Product to us. If the Product is one which cannot be returned by post, we estimate that if you use the carrier which delivered the Product to you, these costs should not exceed the sums we charged you for delivery.
- If you are a consumer, we are under a legal duty to supply Products that are in conformity with this Contract. If you are a consumer, you have legal rights in relation to Products that are faulty or not fit for purpose or not as described or in respect of which we do not have the right to sell. These legal rights are not affected by your right of return and refund in this Clause 6 or anything else in these Terms and Conditions. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
- We aim to deliver within five Working Days from the date of our receipt of your order for deliveries to the United Kingdom or within a further five Working Days for deliveries that we may agree to make anywhere else. A “Working Day” is any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are not physically open for business in the City of London. We may contact you with further details of an estimated delivery date. Occasionally, our delivery to you may be affected by an Event Outside Our Control. See Clause 15 for our responsibilities when this happens.
- You shall ensure that you are ready for safe receipt of the Product without undue delay and at any time reasonably specified by us.
- If no one is available at your address to take delivery, we will either leave it at a neighbouring property and tell you that we have done that or we will return the Products to our premises; in that case, please contact us to re-arrange delivery.
- Delivery of an order shall be completed when we deliver the Products to the address you gave to us or to someone collecting on your behalf, and the Products will be your responsibility and at your risk from that time.
- Where you are a business and where delivery is delayed due to you unreasonably not accepting delivery, risk shall pass at the date when delivery would have occurred but for that breach and we shall not have any liability as a result and we may (without prejudice to any other right or remedy available to it) do all or any of the following:
- sell the Products;
- cancel the Contract as regards any Products that have not yet been delivered; and
- charge a reasonable storage fee for the Products.
- You may be required to sign a delivery note and other documentation upon receipt of the Products. The signing of documentation by you shall be evidence that the Products have been delivered and in the quantities stipulated in the documentation. You shall inspect the Products and packaging for any obvious damage and make a note of any obvious damage when signing.
- We shall use our reasonable endeavours to deliver within any timescales set out in the Contract, but time for performance shall not be critical or essential. Any timeframe for delivery in a previous Contract shall not be an indication of the timeframe for delivery in a subsequent Contract. If you would like to receive delivery by a particular time, you need to make sure you allow plenty of time for delivery.
- Packaging shall be in accordance with our customary practices. If you would like a special request for packaging, this is subject to our written agreement and you shall pay the extra cost.
- You must take care when opening the Product so as not to damage it, particularly when using any sharp instruments.
- We may deliver and provide the Products in instalments. Unless you and we otherwise agree in writing, we may invoice for each instalment.
- International delivery
- We deliver to the countries listed on the Website or that we otherwise make known from time to time (“International Delivery Destinations”). However, there are restrictions on some Products for certain International Delivery Destinations and this may also change from time to time, so please review the information on that page carefully before ordering Products.
- If you order Products for delivery to one of the International Delivery Destinations, your order may be subject to import or export duties and taxes which are applied when the delivery travels or reaches that destination. Please note that we have no control over these charges and we cannot predict their amount.
- You will be responsible for payment of any such import or export duties and taxes. Please contact your local customs office for further information before placing your order.
- You must comply with all applicable laws and regulations of the country for which the Products are destined. We will not be liable or responsible if you break any such law, and we provide no warranty, representation or guarantee that any particular Product is applicable in any particular International Delivery Destination.
- You are responsible for complying with any applicable government export control laws and regulations if you are selling or buying outside of the UK.
- You own the Products once we have received payment in full, including all applicable delivery charges and taxes.
- If you are business, the following provisions apply:
- You shall keep the Products fully insured with a reputable insurance company for their full price against all risks of loss or damage from the time when the risk passes to you until ownership passes in accordance with Clause 9. On request, you shall produce the policy of insurance to us. If the Products are lost, damaged or destroyed, you shall hold the proceeds of insurance for and to our order.
- Notwithstanding delivery, title to and ownership of the Products shall not pass to you until we have received in full (in cleared funds) all sums due to it in respect of:
- the Products; and
- all other sums which are or which become due to us from you on any account; (“Payment”).
- Until Payment, you shall:
- hold the Products on a fiduciary basis as our bailee;
- hold the Products in good, saleable condition;
- keep an up-to-date list of the location of our property and present this to us upon request;
- not destroy, deface or obscure any identifying mark or packaging on or relating to the Products; and
- store the Products separately from other goods or in any way so that they remain readily identifiable as our property.
- You may resell the Products before Payment solely on the following conditions:
- any sale shall be effected in the ordinary course of your business at full market value;
- any such sale shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale;
- you shall keep the proceeds of sale separate from any money or property of you or third parties; and
- you shall still be responsible for paying to the full value of the Payment. If we require, you shall authorise and direct such third party buyer to pay to us a like part of the sum due to you in respect of the Products sold and assign to us such part of the debt owed to you by the third party.
- We may at any time until ownership passes under this Clause 9 without notice recover possession of the Products which are our property. We may also require you at your cost, within three days of our request, to deliver up to us or make available to us for collection from a single accessible collection point as we require all Products which are our property. You hereby grant to us for us and its agents, staff, officers, employees and contractors an irrevocable licence to enter for that purpose any premises then occupied by or in the ownership or possession of you or your customer. You shall indemnify us against all claims, losses, damages, liabilities, costs and expenses so arising in exercising its rights under this Clause 9.2.5.
- We may recover payment for the Products notwithstanding that ownership of any of the Products has not passed from us.
- Price of products and delivery charges
- Except as otherwise expressly agreed in writing between you and us for a different price:
- if you are ordering on the Website, the price of the Product will be as quoted on the Website; or
- otherwise, the price of the Product will be as quoted in our Product catalogue that we supplied most recently at the time you submit your order.
We take all reasonable care to ensure that the price of any Product is correct at the time when the relevant information was entered onto our system. However, this cannot always be guaranteed.
- The price for a Product may change from time to time, but will not affect any order that you have already placed with us and which we have accepted.
- If you are a business, the price of a Product is exclusive of any VAT, value added tax or other sales taxes (if applicable) which shall be payable at the prevailing rate in addition at the same time as payment of the price and other sums due. Unless otherwise stated, all prices on the Website include VAT, value added tax and other sales taxes (if applicable) which shall be payable at the prevailing rate. If the rate of VAT, value added tax or other sales taxes changes between the date of your order and the date of delivery, we will adjust the amount you pay, unless you have already paid for the Products in full before the change takes effect. If you are exempt from paying VAT, value added tax and other sales taxes (if applicable), you must provide us with full evidence of that as we reasonably require, and we shall make a prompt credit to you for the element from which you are exempt.
- The price of a Product does not include delivery charges. Our standard delivery charges are as advised to you during the check-out process, before you confirm your order. There may be an option for you to elect to pay an additional charge for an expedited delivery option. Furthermore, an additional delivery charge may apply for delivery to locations outside of the UK, in which case we shall check with you before delivery whether you still wish to proceed with that additional delivery charge. You must pay all delivery charges at the same time as the rest of the price of the Product. We may decide, in our absolute discretion, not to charge a delivery charge if the price of the Products subject to the delivery exceed a particular threshold.
- We have a large number of Products. It is always possible that, despite our reasonable efforts, some Products may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order, in which case 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 of this.
- Except as otherwise expressly agreed in writing between you and us for a different price:
- Invoicing and How to pay
- Unless we and you agree otherwise in writing, we may issue invoices for the price for the Products and other sums due in connection with the price (including delivery charges and taxes) on delivery of the Products.
- You shall pay us in full for the Products as follows.
- For orders on or through the Website, when you place your order and in any event prior to us making delivery of the Products; and
- For all other orders, within 30 days of the date of our invoice.
- Where we require payment in advance of delivery of the Products, delivery of the Products is conditional on us first receiving the advanced payment in cleared funds in full.
- If we agree in writing to extend any credit to you, then unless otherwise agreed in writing between you and us and subject to any credit limit that we have for you from time to time, you shall pay us within 30 days of the date of invoice. Where there is any credit limit, we may delay delivery until the amount owing by you in total is less than the credit limit.
- You shall pay us by any payment method reasonably required or permitted by us.
- When you provide payment details, you must be fully entitled to use that method of payment. Any payment card and account must have sufficient funds to cover the proposed payment.
- If you are based outside of the UK and where the Contract provides for payment by letter of credit, you shall conform to such requirements for the letter of credit as are stipulated in the Contract. Unless the Contract specifies to the contrary, the letter of credit shall be confirmed, irrevocable and without recourse, providing for payment at sight, allowing partial deliveries and collections, and issued and confirmed by first class banks to our satisfaction. The costs for the letter of credit shall be payable by you. If you fail to provide the required letter of credit, we may exercise the rights in Clause 11.10.
- Unless otherwise stipulated in the Contract or agreed in writing between you and us, payment shall be in pounds sterling (or other currency in force in England from time to time).
- Payment shall be deemed made when we have received cleared funds in full.
- If you are late in paying any part of any monies due to us under the Contract or any other contract between you and us, we may (without affecting any other right or remedy available to us whether under the Contract or by any statute, regulation or bye-law) do any or all of the following:
- charge interest and claim other costs on the amount due but unpaid as permitted under the Late Payment of Commercial Debts (Interest) Act 1998 from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly; and
- sell or otherwise dispose of any Products which are the subject of any order, whether or not appropriated thereto, and apply the proceeds of sale to the overdue payment; and
- suspend the performance of the Contract and any other contract between you and us until we have been paid in full.
- Manufacturer guarantees
- Some of the Products we sell to you may come with a manufacturer’s guarantee. For details of the applicable terms of the guarantee, please refer to the manufacturer’s guarantee provided with the Products. The guarantee is a matter between the manufacturer and the user, and not us.
- If you are a consumer, a manufacturer’s guarantee is in addition to, and does not affect, your legal rights in relation to Products that are faulty or not fit for purpose or not as described or in respect of which we do not have the right to sell. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
- Our warranty for the Products
- We provide a warranty that on delivery and for a period of 12 months from delivery, the Products shall be free from material defects. However, this warranty does not apply in the circumstances described in Clause 13.2.
- The warranty in Clause 13.1 does not apply to any defect in the Products arising from:
- fair wear and tear;
- wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
- if you fail to operate or use the Products in accordance with the user instructions or your failure to take all care with the Products before or while using them;
- any alteration or repair by you or by a third party who is not one of our authorised repairers; or
- any specification provided by you and not expressly agreed in writing by us as being provided in the Product.
- We try very hard to deliver Products in excellent condition. However, if you tell us that any Product is faulty, you agree to make the Product available in its current condition available for us (or our agent) to inspect within a reasonable time, including sending back to us as we reasonably require (with us reimbursing your reasonable costs).
- If you return the Product, you must ensure that it is adequately packaged, insured and carriage paid. Returning the Product is at your risk. We shall not accept any responsibility for damage caused by inadequate packaging by you or if the Product is damaged or lost whilst being returned.
- In order to provide you with any remedies for a faulty Product, we may need your assistance and prompt provision of certain information regarding the Product, including:
- you specifying with reasonable detail the way in which it is alleged that the Product is damaged or defective; and
- you providing us with the delivery note number and such other information as we reasonably require.
- If you are a consumer, this warranty is in addition to, and does not affect, your legal rights in relation to Products that are faulty or not fit for purpose or not as described or in respect of which we do not have the right to sell. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
- If you are a business, we shall at our option replace or repair or provide a refund for Products that are lost or damaged in transit to the place of delivery. We shall not have any liability for loss of or damage to Products in transit or on delivery to the point of delivery unless you inform us within three Working Days, and in any event notify us within five Working Days:
- after the expected date of delivery or receipt that you have not received the Products or the right quantity of them; or
- after receipt that the Products are damaged; and also
- unless you provide us with our delivery note number and such other information and documentation as we reasonably require at the same time as the notice.
- If you are a business, we shall at our option replace or repair or provide a credit note for the delivered Products which are not in conformance with the warranty set out in Clause 13.1.
- Our liability if you are a business
This Clause 14 only applies if you are a business customer.
- Except to the extent that we otherwise expressly agree in writing, we only supply the Products for internal use by your business, and you agree not to use the Product for any resale purposes.
- This Clause 14 prevails over all other Clauses and sets forth our entire Liability, and your sole and exclusive remedies, in respect of:
- performance, non-performance, purported performance, delay in performance or mis-performance of the Contract or of any Products or services in connection with the Contract; or
- otherwise in relation to the Contract or entering into the Contract.
- We do not exclude or limit our Liability for:
- our fraud or fraudulent misrepresentation; or
- death or personal injury caused by our Negligence; or
- any breach of the non-excludable obligations implied by law as to having title to supply Products (including as implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
- defective products under the Consumer Protection Act 1987; or
- indirect or consequential losses, damages, costs or expenses;
- loss of actual or anticipated profits;
- loss of contracts; loss of use of money; loss of anticipated savings;
- loss of revenue;
- Subject to Clause 14.3, our total aggregate Liability shall be limited to the greater of: (a) £1,000; or (b) 110% of the total sums paid and total other sums payable, in aggregate, to us under the Contract, for the affected Products.
- The limitation of Liability under Clause 14.4 has effect in relation both to any Liability expressly provided for under the Contract and to any Liability arising by reason of the invalidity or unenforceability of any term of the Contract.
- In the Contract:
- “Liability” means liability in or for breach of contract, Negligence, misrepresentation, deliberate tort, breach of statutory duty, restitution or any other cause of action whatsoever relating to or arising under or in connection with the Contract, including liability expressly provided for under the Contract or arising by reason of the invalidity or unenforceability of any term of the Contract (and for the purposes of this definition, all references to the “Contract” shall be deemed to include any collateral contract); and
- “Negligence” means the breach of any (i) obligation arising from the express or implied terms of a contract to take reasonable care or exercise reasonable skill in the performance of the contract or (ii) common law duty to take reasonable care or exercise reasonable skill (but not any stricter duty).
- Except as expressly stated in these Terms and Conditions, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms and Conditions 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 Products are suitable for your purposes.
- Events outside our control
- 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” means any act or event beyond our reasonable control, including (without limitation) any act of God, actions or omissions of hackers or governments or quasi-governmental or supra-national or local authorities, insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, seizure or forfeiture, breaking off of diplomatic relations or similar actions, national emergencies, actual or threatened or suspected terrorism, nuclear, chemical or biological contamination or sonic boom, piracy, arrests, restraints or detainments of any competent authority, blockade, strikes or combinations or lock-out of workmen, unusual traffic volumes, unusual travel restrictions, epidemic, fire, explosion, storm, flood, drought, severe adverse weather conditions (including cold, heat, wind, rain, snow, ice or fog), loss at sea, earthquake, volcano, ash cloud, natural disaster, accident, mechanical breakdown, third party software, collapse of building structures, failure of machinery (other than used by the relevant party) or third party computers or third party hardware or vehicles, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or Internet disruption or failure), shortage of or delay in or inability to obtain supplies, stocks, storage, materials, equipment or transportation.
- If an Event Outside Our Control takes place that affects or hinders the performance of our obligations under the Contract:
- we will contact you as soon as reasonably possible to notify you; and
- 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 Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
- 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, as described in Clause 0. If you opt to cancel, we will refund any of the amounts you have paid for any items not yet delivered, including any delivery charges.
- Communications between us
- When we refer, in these Terms and Conditions, to “in writing”, this will include e-mail.
- If you are a consumer, you may contact us as described in Clause 1.2.
- If you are a business:
- Any notice 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 recorded delivery post or other next working day courier service or email.
- A notice shall be deemed to have been received: if delivered personally, when actually delivered; if sent by pre-paid first class recorded delivery post or other next working day courier service, at 9.00 am on the third Working Day after despatch; or if sent by email, one Working Day after transmission (provided that the email is confirmed by sending through one of the other authorised methods).
- Other important Terms and Conditions
- We may assign, transfer, novate or subcontract any of our rights, liabilities or obligations under the Contract either in whole or in part to any other person, firm or company.
- You shall not (or purport to) assign, transfer, novate, charge or otherwise encumber, create any trust over or deal in any manner with the Contract or any of your rights, liabilities or obligations under the Contract without our prior written consent. However, if you are a consumer and you have purchased a Product as a gift, you may transfer the benefit of our warranty in Clause 13 to the recipient of the gift without needing to ask our consent.
- This Contract is between you and us. No other person shall have any rights to enforce any of its terms and conditions. However, if you are a consumer, the recipient of your gift of a Product will have the benefit of our warranty in Clause 13, but we and you will not need their consent to cancel or make any changes to these Terms and Conditions.
- Each Clause and part of the Clause of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining Clauses or parts of Clauses will remain in full force and effect.
- If we fail to insist that you perform any of your obligations under these Terms and Conditions, 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.
- If you are a consumer, please note that these Terms and Conditions are governed by English law. This means the Contract and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree to that the English courts will have jurisdiction. Unless you have any mandatory and non-excludable right to bring any court action in another place, you shall bring any legal action only in the English courts.
- If you are a business, the 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 English law. In respect of any disputes:
- If you are domiciled in the European Union, the exclusive forum for settling any disputes which may arise out of or in connection with the Contract shall be the English courts.
- If you are not domiciled in the European Union, any dispute which may arise out of or in connection with the Contract shall be exclusively referred to and finally resolved by arbitration under the LCIA Rules. Those Rules are deemed to be incorporated by reference into this Clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.
- In these Terms and Conditions:
- references to “Clauses” are to clauses of these Terms and Conditions;
- headings are inserted for convenience only and shall not affect the interpretation or meaning of these Terms and Conditions;
- the singular includes the plural and vice versa, any gender includes the other gender and the neutral;
- references to “includes” or “including” or like words or expressions shall mean without limitation; and
- references to any statute or statutory provision shall include any subordinate legislation made under it, any provision which it has modified or re-enacted (whether with or without modification) and any provision which subsequently supersedes it or re-enacts it (whether with or without modification).