TERMS AND CONDITIONS FOR
THE SALE OF GOODS
1.1 The definitions and rules of interpretation in this
condition apply in these conditions.
Buyer: the person, firm or company who
purchases the Goods from the Company.
Company: ABT Office Supplies Limited.
Contract: any contract between the Company
and the Buyer for the sale and purchase of the Goods, incorporating
Conditions: these Terms and Conditions
Delivery Point: the place where delivery
of the Goods is to take place under condition 4.
Goods: any goods agreed in the Contract
to be supplied to the Buyer by the Company (including any
part or parts of them), including, without limitation, shredders
1.2 A reference to a particular law is a reference to it
as it is in force for the time being taking account of any
amendment, extension, application or re-enactment and includes
any subordinate legislation for the time being in force
made under it.
1.3 Words in the singular include the plural and in the
plural include the singular.
1.4 A reference to one gender includes a reference to the
1.5 Condition headings do not affect the interpretation
of these Conditions.
1.6 These Conditions apply only to Buyers who are business
customers and not consumers. A Buyer is a business customer
if the Buyer purchases Goods from the Company for the purposes
of the Buyer's business, trade or profession, rather than
for private use. All other Buyers are consumers.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 the Contract
shall be on these Conditions to the exclusion of all other
terms and conditions (including any terms or conditions
which the Buyer purports to apply under any purchase order,
confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or
contained in the Buyer's purchase order, confirmation of
order, specification or other document shall form part of
the Contract simply as a result of such document being referred
to in the Contract.
2.3 Without prejudice to Condition 1.6, these Conditions
apply to all the Company's sales and any variation to these
Conditions and any representations about the Goods shall
have no effect unless expressly agreed in writing and signed
by an authorised signatory of the Company. The Buyer acknowledges
that it has not relied on any statement, promise or representation
made or given by or on behalf of the Company which is not
set out in the Contract. Nothing in this Condition shall
exclude or limit the Company's liability for fraudulent
2.4 Each order or acceptance of a quotation for Goods by
the Buyer from the Company shall be deemed to be an offer
by the Buyer to buy Goods subject to these Conditions.
2.5 No order placed by the Buyer shall be deemed to be accepted
by the Company until a written acknowledgement of order
is issued by the Company.
2.6 Without prejudice to the provisions of Condition 2.5,
if the Buyer wishes to amend any order, any such amendment
is subject to acceptance by the Company and the Company
reserves the right to demand the Buyer to pay any charges
associated with fulfilling the amended order. No order may
be amended following delivery of the Goods.
2.7 The Buyer shall ensure that the terms of its order and
any applicable specification are complete and accurate.
2.8 Any quotation is given on the basis that no Contract
shall come into existence until the Company despatches an
acknowledgement of order to the Buyer. Any quotation is
valid from its date for the number of days stated in the
quotation, or if no such period is stated therein, for 7
days, provided in either case that the Company has not withdrawn
or renewed it.
2.9 Any Buyer wishing to purchase Goods through the
website is hereby referred to Condition 12 of these Conditions.
3.1 The quantity and description of the Goods shall
be as set out in the Company's quotation or acknowledgement
3.2 All samples, drawings, descriptive matter, specifications
and advertising issued by the Company and any descriptions
or illustrations contained in the Company's catalogues or
brochures are issued or published for the sole purpose of
giving an approximate idea of the Goods described in them.
They shall not form part of the Contract and this is not
a sale by sample.
3.1 The Company reserves the right to make any changes to
the specification of any Goods if any such changes are required
to be made in order to conform with any applicable legislation
and/or EU requirement or, where the Goods are to be supplied
to the Company's specification, which do not materially
affect their quality or performance.
3.2 If Goods are to be manufactured or any process is to
be applied to the Goods by the Company in accordance with
a specification submitted by the Buyer, the Buyer shall
hNEW the Company harmless and shall fully indemnify the
Company against any and all loss, damage, costs and expenses
awarded against or incurred by the Company in connection
with, or paid or agreed to be paid by, the Company, in settlement
of any claim for infringement of any patent, copyright,
design, trade mark or any other intellectual property right
of any other person resulting from the Company's use of
the Buyer's specification.
3.3 Orders for Goods which are to be manufactured, designed,
built, ordered or configured pursuant to the Buyer's specification
or specific requirements may not be cancelled and shall
remain payable in full by the Buyer, unless written notification
of cancellation of the Buyer's order is received by the
Company before the manufacture, design or building of the
Goods and/or any components therefore has commenced, or
before the Goods and/or any materials and/or components
therefore have been ordered or configured, but if the Company
has conducted any survey of the premises to which the Goods
are to be delivered prior to receipt by the Company of the
Buyer's cancellation notice, then an administration charge
of 25% of the price for the Goods shall be payable by the
Buyer. Orders for stock Goods may be cancelled upon receipt
by the Company of a written cancellation notice from the
Buyer but, if the Buyer's cancellation notice is received
by the Company after any stock Goods have been allocated
to the Contract or the Company has conducted any survey
of the premises to which the Goods are to be delivered,
then a packing and handling charge or an administration
charge, as applicable, of 25% of the price for the Goods
shall be payable by the Buyer. No order for stock goods
may be cancelled in the event that the Buyer's cancellation
notice therefore is received by the Company after the Goods
have been delivered.
3.4 Any third party software which is supplied by the Company
to the Buyer shall be supplied subject to the terms of any
applicable licence agreement.
3.5 Subject to the provisions of Condition 9.2 (b), the
Buyer shall be solely responsible for ensuring the suitability
of any Goods for any specific purpose.
3.6 The Buyer shall be solely responsible for ascertaining
the compatibility or inter-operability of any Goods
with any other goods.
4. DELIVERY, RETURNS
4.1 The Company only delivers within the United Kingdom,
unless otherwise agreed between the Buyer and the
export department, who will advise the Buyer regarding any
and all terms and conditions and the delivery charges applicable
to export orders.
4.2 Unless otherwise agreed in writing by the Company, and
without prejudice to Condition 4.1, delivery of the Goods
shall take place at the Buyer's place of business. All carriage
charges, including any costs in relation to transport, insurance
and unloading, shall be included in the price for the Goods.
4.3 Any dates specified by the Company for delivery of the
Goods are intended to be an estimate and time for delivery
shall not be made of the essence by notice. If no dates
are so specified, delivery shall be within a reasonable
time. Should expedited delivery be agreed, the Company reserves
the right to levy an expedited delivery charge, notwithstanding
the provisions of Condition 4.2.
4.4 Subject to the other provisions of these Conditions
the Company shall not be liable for any direct, indirect
or consequential loss (all three of which terms include,
without limitation, pure economic loss, loss of profits,
loss of business, depletion of goodwill and similar loss),
costs, damages, charges or expenses caused directly or indirectly
by any delay in the delivery of the Goods (even if caused
by the Company's negligence), nor shall any delay entitle
the Buyer to terminate or rescind the Contract unless such
delay exceeds 180 days.
4.5 If for any reason the Buyer fails to accept delivery
of any of the Goods, or the Company is unable to deliver
the Goods on time because the Buyer has not provided appropriate
instructions, documents, licences or authorisations:
(a) risk in the Goods shall pass to the Buyer (including
for loss or damage caused by the Company's negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon
the Buyer shall be liable for all related costs and expenses
(including, without limitation, storage and insurance);or
(d) sell the Goods at the best price readily obtainable
and (after deducting any reasonable costs and expenses in
connection with the storage and expedited sale of the Goods),
charge the Buyer for any shortfall below the price for the
4.6 The Buyer shall
provide at the Delivery Point and at its expense adequate
and appropriate equipment and manual labour for loading
4.7 If delivery involves difficult access to or at the Delivery
Point and/or the Delivery Point is located at an unreasonable distance from any feasible
vehicular access point, the Company reserves the right to
levy an extra delivery charge, notwithstanding the provisions
of Condition 4.2.
4.8 Any shredder or photocopier shall be delivered to the
ground floor of the Delivery Point and not to any other
floor or level thereof, unless otherwise agreed in advance
in writing with the Company and subject to any additional
delivery charge which the Company shall impose, notwithstanding
the provisions of Condition 4.2.
4.9 If the Company delivers to the Buyer a quantity of Goods
of up to 10% more or less than the quantity accepted by
the Company, the Buyer shall not be entitled to object to
or reject the Goods or any of them by reason of the surplus
or shortfall and shall pay for such goods at the pro rata
4.10 The Company may deliver the Goods by separate instalments.
Each separate instalment shall be invoiced and paid for
in accordance with the provisions of the Contract.
4.11 Each instalment shall be a separate Contract and no
cancellation or termination of any one Contract relating
to an instalment shall entitle the Buyer to repudiate or
cancel any other Contract or instalment.
With respect to the return of any non-faulty Goods, only
stock Goods may be returned to the Company for replacement
or refund, up to 14 days from the date of delivery thereof,
and at the Company's sole discretion. Prior to returning
any Goods to the Company, a Buyer must complete a Goods
Return Form and send the form by fax or email to the
Purchaser Services Department at 0208 691 4503. Goods Return
Forms may be downloaded from the Company's website at
A Goods Return Number together with details of the address
to which the Goods must be returned, or instructions regarding
collection, will be provided to the Buyer by return fax
or email. Buyers must obtain and attach a Goods Return Number
to the Goods before returning any Goods to the Company.
Without limitation, no replacement or refund will be made
with respect to any Goods that are (a) returned to the Company
without a properly attached Goods Return Number, or (b)
received by the Company more than 5 days after the date
of the email notifying the Buyer of their Goods Return Number.
Goods must be returned unopened, in their original packaging
and in the condition in which they were received by the
Buyer. The Company shall not be responsible for any damage
to the Goods or any loss thereof in transit. Any software
which has been opened or any special orders cannot be returned
under any circumstances. All returns are subject to a 25%
restocking fee. The Buyer must also pay the return carriage
5.1 The quantity of any consignment of Goods as recorded
by the Company on despatch from the Company's place of business
shall be conclusive evidence of the quantity received by
the Buyer on delivery unless the Buyer can provide conclusive
evidence proving the contrary.
5.2 The Company shall not be liable for any non-delivery
of Goods (even if caused by the Company's negligence) unless
the Buyer gives written notice to the Company of the non-delivery
within 3 days of the date when the Goods would in the ordinary
course of events have been received.
5.3 Any liability of the Company for non-delivery of the
Goods shall be limited to replacing the Goods within a reasonable
time or issuing a credit note at the pro rata Contract rate
against any invoice raised for such Goods.
6.1 The Goods are at the risk of the Buyer from the time
6.2 Ownership of the Goods shall not pass to the Buyer until
the Company has received in full (in cash or cleared funds)
all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the
Company from the Buyer on any account.
6.3 Until ownership of the Goods has passed to the Buyer,
the Buyer shall:
(a) hNEW the Goods on a fiduciary basis as the Company's
(b) store the Goods (at no cost to the Company) separately
from all other goods of the Buyer or any third party in
such a way that they remain readily identifiable as the
(c) not destroy, deface or obscure any identifying mark
or packaging on or relating to the Goods; and
(d) maintain the Goods in satisfactory condition and keep
them insured on the Company's behalf for their full price
against all risks to the reasonable satisfaction of the
Company. On request the Buyer shall produce the policy of
insurance to the Company.
6.4 The Buyer may resell the Goods before ownership has
passed to it solely on the following conditions:
(a) any sale shall be effected in the ordinary course of
the Buyer's business at full market value; and
(b) any such sale shall be a sale of the Company's property
on the Buyer's own behalf and the Buyer shall deal as principal
when making such a sale; and
(c) the proceeds of any such sale shall be held by
the Buyer as the Company's bailee and in a fiduciary capacity,
and the Buyer shall pay the proceeds into a separate bank
account opened for that purpose and approved by the Company
and shall ensure that in no circumstances are the proceeds
mingled with other money or paid into an overdrawn bank
account but are at all times identifiable as the
(d) if the Buyer has not received the proceeds of any such
sale as referred to in and pursuant to Condition 6.4 (c)
it will, if called upon to do so by the Company, assign
to the Company within seven days after being required in
writing so to do by the Company, all rights against the
person or persons by whom the proceeds are owed.
6.5 The Buyer's
right to possession of the Goods shall terminate immediately
(a) the Buyer is presented with a bankruptcy petition or
has a bankruptcy order made against him or makes an
arrangement or composition with his creditors, or otherwise
takes the benefit of any statutory provision for the time
being in force for the relief of insolvent debtors, or (being
a body corporate) convenes a meeting of creditors (whether
formal or informal), or enters into liquidation (whether
voluntary or compulsory) except a solvent voluntary liquidation
for the purpose only of reconstruction or amalgamation,
or has a receiver and/or manager, administrator or administrative
receiver appointed of its undertaking or any part thereof,
or documents are filed with the court for the appointment
of an administrator of the Buyer or notice of intention
to appoint an administrator is given by the Buyer or its
directors or by a qualifying floating charge hNEWer (as
defined in paragraph 14 of Schedule B1 to the Insolvency
Act 1986), or a resolution is passed or a petition presented
to any court for the winding-up of the Buyer or for the
granting of an administration order in respect of the Buyer,
or any proceedings are commenced relating to the insolvency
or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution distress or
diligence, whether legal or equitable, to be levied on his/its
property or obtained against him/it, or fails to observe
or perform any of his/its obligations under the Contract
or any other contract between the Company and the Buyer,
or is unable to pay its debts within the meaning of section
123 of the Insolvency Act 1986 or a secured lender to the
Buyer takes any steps to obtain possession of the secured
property or otherwise enforce its security or the Buyer
ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the
6.6 The Company shall be entitled to recover payment for
the Goods notwithstanding that ownership of any of the Goods
has not passed from the Company.
6.7 The Buyer, at the Buyer's cost, grants the Company,
its agents and employees an irrevocable licence at any time
to enter any premises where the Goods are or may be stored
or otherwise located, but in any event, and without limitation,
hereby undertakes to secure access at any time to any such
premises for the Company, its agents and employees in order
to inspect the Goods, or, where the Buyer's right to possession
has terminated, to recover them.
6.8 Where the Company is unable to determine whether any
Goods are the goods in respect of which the Buyer's right
to possession has terminated, the Buyer shall be deemed
to have sNEW all goods of the kind sNEW by the Company to
the Buyer in the order in which they were invoiced to the
6.9 On termination of the Contract, howsoever caused, the
Company's (but not the Buyer's) rights contained in this
Condition 6 shall remain in effect.
7.1 Unless otherwise agreed by the Company in writing, the
price for the Goods shall be the price set out in the Company's
price list published on the date of delivery or deemed delivery.
7.2 The price for the Goods shall be exclusive of any value
added tax, which the Buyer shall pay when it is due
to pay for the Goods.
8.1 Subject to Condition 8.4, and provided that the Company
has granted credit facilities to the Buyer pursuant to this
Condition 8.1, payment of the price for the Goods
shall be due in pounds sterling within 30 days of the date
of the invoice for such Goods, which will be dated as at
the date of dispatch of the Goods. Buyers wishing to open
a credit account are required to complete the Company's
Credit Account Application Form, which may be downloaded
from the Company's website at
www.abtltd.co.uk . Unless
and until this application form has been received and the
Buyer's credit account approved by the Company in writing,
the Company will not consider dispatching an acknowledgment
of order to the Buyer without first having received cleared
funds for the full amount of the Buyer's order by BACS,
credit/debit card or cheque. Where credit account
facilities are granted to the Buyer by the Company, the
Company reserves the right to reduce or withdraw them at
any time without having to give any reason for doing so;
in such a case, any outstanding invoice, or part thereof,
becomes due and payable immediately to the extent that it
is not covered by the Buyer's remaining credit limit with
the Company (if any).
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until
the Company has received cleared funds. In the event that
the Buyer tenders payment by cheque and said cheque is returned
unpaid to the Company, the Buyer shall reimburse the Company
for any bank charges incurred by the Company.
8.4 All payments payable to the Company under the Contract
shall become due immediately on its termination despite
any other provision.
8.5 The Buyer shall make all payments due under the Contract
in full without any deduction whether by way of set-off,
counterclaim, discount, abatement or otherwise unless the
Buyer has a valid court order requiring an amount equal
to such deduction to be paid by the Company to the Buyer.
8.6 If the Buyer fails to pay the Company any sum due pursuant
to the Contract, the Buyer shall be liable to pay interest
to the Company on such sum from the due date for payment
at the annual rate of 8 % above the base lending rate from
time to time of Lloyds TSB Bank, accruing on a daily basis
until payment is made, whether before or after any judgment.
The Company reserves the right to claim interest under the
Late Payment of Commercial Debts (Interest) Act 1998. The
Buyer shall reimburse the Company for any and all costs
incurred by the Company in recovering payment pursuant to
this Condition 8.
8.7 Without prejudice to Condition 8.6, any failure by the
Buyer to pay the Company any sum by the due date for payment,
and/or the occurrence of any one or more of the events set
forth in Condition 6.5, and/or any cancellation of or attempt
by the Buyer to cancel any order for any Goods and/or the
Contract other than in the circumstances permitted in Condition
3.3, shall entitle the Company at any time and without notice
to the Buyer and without limitation to any other remedy
available to the Company under these Conditions, the Contract,
8.7.1 To cancel the further delivery of any Goods, including,
without limitation, stopping the delivery of any Goods in
8.7.2 To withdraw or reduce any agreed monthly credit limit;
8.7.3 To treat the Contract as having been repudiated by
8.8 For the avoidance
of doubt, and notwithstanding the exercise of any remedy
by the Company in accordance with Condition 8.7, or under
any other of these Conditions, the Contract, or otherwise,
the Buyer shall remain liable to pay and shall pay the Company
at the Contract rate, any and all payments subsisting at
the relevant time.
9.1 Where the Company is not the manufacturer of the Goods,
the Company shall endeavour to transfer to the Buyer the
benefit of any warranty or guarantee given to the Company.
9.2 The Company warrants that (subject to the other provisions
of these conditions) on delivery the Goods shall:
(a) be of satisfactory quality within the meaning of the
Sale of Goods Act 1979; and
(b) if the Buyer has made it expressly known to the Company
in the Buyer's order that the Goods shall be suitable for
a particular purpose and the Company has expressly stated
in the acknowledgment of order that it will supply Goods
suitable for that purpose, then the Goods shall be reasonably
fit for the purpose so stated.
9.3 The Company shall not be liable for a breach of any
of the warranties in Condition 9.2 unless:
(a) the Buyer gives written notice of the defect to the
Company (and also to the carrier if the defect is a result
of damage in transit), within 3 days of the time when the
Buyer discovers or ought to have discovered the defect;
(b) the Company is given a reasonable opportunity after
receiving the notice of examining such Goods and the Buyer
(if asked to do so by the Company) returns such Goods to
the Company's place of business at the Company's cost for
the examination to take place there.
9.4 The Company shall not be liable for a breach of any
of the warranties in Condition 9.2 if:
(a) the Buyer makes any further use of such Goods after
giving such notice; or
(b) the defect arises because the Buyer failed to follow
any oral or written instructions as to the storage, installation,
commissioning, use or maintenance of the Goods or (if there
are none) good trade practice; or
(c) the defect arises from any specification supplied by
the Buyer, or from fair wear and tear, wilful damage, negligence,
abnormal working conditions or from misuse of the Goods;
(d) the Buyer alters or repairs such Goods without the written
consent of the Company; or
(e) the price for the Goods has not been paid by the time
for payment stipulated in Condition 8.1; or
(f) the defect is of a type specifically excluded by the
Company by notice in writing.
9.5 Subject to condition
9.3 and condition 9.4, if any of the Goods do not conform
with any of the warranties in condition 9.2 the Company
shall at its option repair or replace such Goods (or the
defective part) or refund the price of such Goods at the
pro rata Contract rate provided that, if the Company so
requests, the Buyer shall, at the Company's expense, return
the Goods or the part of such Goods which is defective to
the Company. The Company shall, if it opts to replace the
defective Goods, then deliver replacement Goods to the Buyer
at the Delivery Point (at the Company's expense), and ownership
of the defective Goods shall, if it has vested in the Buyer,
re-vest in the Company.
9.6 If the Company complies with condition 9.5 it shall
have no further liability for a breach of any of the warranties
in condition 9.2 in respect of such Goods.
10. LIMITATION OF LIABILITY
10.1 Subject to Condition 4, Condition 5 and Condition 9,
the following provisions set out the entire financial liability
of the Company (including any liability for the acts or
omissions of its employees, agents and sub-contractors)
to the Buyer in respect of:
(a) any breach of these Conditions;
(b) any use made or resale by the Buyer of any of the Goods,
or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission
including negligence arising under or in connection with
10.2 All warranties, conditions and other terms implied
by statute or common law (save for the conditions implied
by section 12 of the Sale of Goods Act 1979) are, to the
fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions excludes or limits the
liability of the Company:
(a) for death or personal injury caused by the Company's
(b) under section 2(3), Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company
to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
10.4 Subject to Condition 10.2 and Condition 10.3:
(a) the Company's total liability in contract, tort (including
negligence or breach of statutory duty), misrepresentation,
restitution or otherwise, arising in connection with the
performance or contemplated performance of the Contract
shall be limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for loss
of profit, loss of business, or depletion of goodwill in
each case whether direct, indirect or consequential, or
any claims for consequential compensation whatsoever (howsoever
caused) which arise out of or in connection with the Contract.
The Buyer shall hNEW the Company harmless and keep the Company
indemnified in full against all direct, indirect or consequential
liabilities (all three of which terms include, without limitation,
loss of profit, loss of business, depletion of goodwill
and like loss), loss, damages, injury, costs and expenses
(including legal and other professional fees and expenses)
awarded against or incurred or paid by the Company as a
result of or in connection with any claim made against the
Company in respect of any liability, loss, damage, injury,
cost or expense sustained by any third party to the extent
that such liability, loss, damage, injury, cost or expense
was caused by, relates to or arises from the Buyer's possession
and/or use of the Goods.
12. ORDERS PLACED
THROUGH THE COMPANY'S WEBSITE
12.1 This Condition
sets out the terms on which, and the procedure whereby,
the Company supplies any of the Goods listed on the
to the Company's website. The provisions of each of the
other Conditions shall also apply, mutatis mutandis, to
any and all orders placed through the Company's website.
12.2 The Company's website is only intended for the use
by people resident in the United Kingdom.
12.3 By placing an order through the Company's site, the
Buyer warrants that:
(a) The Buyer is legally capable of entering into binding
(b) The Buyer is at least 18 years NEW; and
(c) The Buyer is resident in, and is accessing the
website from, the United Kingdom.
12.4 After placing an order, the Buyer will receive an e-mail
from the Company acknowledging that the Company has received
the Buyer's order. Please note that this does not
mean that the Buyer's order has been accepted. The
Buyer's order constitutes an offer to the Company to buy
Goods. All orders are subject to acceptance by the
Company, and the Company will confirm such acceptance to
the Buyer by sending the Buyer an e-mail dispatch confirmation
verifying that the Goods have been dispatched. The
Contract between the Buyer and the Company will only be
formed when the Company sends the Buyer the dispatch confirmation.
12.5 The Contract will relate only to those Goods whose
dispatch the Company has verified in the dispatch confirmation.
The Company will not be obliged to supply any other Goods
which may have been part of the Buyer's order until the
dispatch of such Goods has been verified in a separate dispatch
12.6 The Buyer's order will be fulfilled by the delivery
date set out in the dispatch confirmation or, if no delivery
date is specified, then within a reasonable time of the
date of the dispatch confirmation.
12.7 The price of any Goods will be as quoted on the
website from time to time, except in cases of obvious error.
12.8 Prices are liable to change at any time, but changes
will not affect orders in respect of which the Company has
already sent the Buyer a dispatch confirmation.
12.9 The Company's website contains a large number of Goods
and it is always possible that, despite the Company's best
efforts, some of the Goods listed on the Company's website
may be incorrectly priced. The Company will normally
verify prices as part of the Company's dispatch procedures
so that, where the correct price of the Goods is less than
the Company's stated price, the Company will charge the
lower amount when dispatching the Goods to the Buyer.
If the correct price of the Goods is higher than the price
stated on the Company's website, the Company will normally,
at the Company's discretion, either contact the Buyer for
instructions before dispatching the Goods, or reject the
Buyer's order and notify the Buyer of such rejection.
12.10 The Company is under no obligation to provide the
Goods to the Buyer at the incorrect (lower) price, even
after the Company has sent the Buyer a dispatch confirmation,
if the pricing error is obvious and unmistakeable and could
have reasonably been recognised by the Buyer as a mispricing.
12.11 Without prejudice to the provisions of Condition 12.9
and 12.10, the price of any Goods shown on the Company's
website may differ from the price of identical Goods appearing
in the Company's catalogues and brochures and the Company
reserves the right to charge different prices for identical
Goods pursuant to this Condition 12.11.
12.12 Payment for all Goods must be by credit or debit card.
The Company accepts payment with Visa, Visa Delta /
Debit, Visa Electron, Mastercard, UK Maestro, Solo, American
Express, Diners Club and JCB. The Company will not
charge the Buyer's credit or debit card until the Company
despatches the Buyer's order.
12.13 Access to the Company's website is permitted on a
temporary basis, and the Company reserves the right to withdraw
access thereto or to revise the service provided thereon,
without notice. Without limitation, the Company shall not
be liable if for any reason the Company's website is unavailable
at any time or for any period.
12.14 Commentary and other materials and/or images or information
appearing on the Company's website are not intended to be
relied upon or to amount to advice on which reliance should
be placed. The Company hereby disclaims all liability and
responsibility arising from any reliance placed on such
12.15 Where the Company's website contains links to other
sites and/or resources provided by third parties, these
are provided for information only. The Company has no control
over the contents of those sites and/or resources, and accepts
no responsibility for them or for any loss or damage that
may arise from any use of them.
12.16 The Company is the owner or the licensee of all intellectual
property rights in the Company's 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. Any use of the Company's website, or its contents,
including copying or storing it or them in whole or in part
other than for the Buyer's own personal, non-commercial
use, is strictly prohibited.
13.1 The Company may assign the Contract or any part of
it to any person, firm or company.
13.2 The Buyer shall not be entitled to assign the Contract
or any part of it without the prior written consent of the
14. FORCE MAJEURE
The Company reserves the right to defer the date of delivery
or to cancel the Contract or reduce the volume of the Goods
ordered by the Buyer (without liability to the Buyer) if
it is prevented from or delayed in the carrying on of its
business due to circumstances beyond the reasonable control
of the Company including, without limitation, acts of God,
governmental actions, war or national emergency, acts of
terrorism, protests, riot, civil commotion, impossibility
of the use of public or private telecommunications networks,
fire, explosion, flood, epidemic, lock-outs, strikes or
other labour disputes (whether or not relating to either
party's workforce), or restraints or delays affecting carriers
or inability or delay in obtaining supplies of adequate
or suitable materials, provided that, if the event in question
continues for a continuous period in excess of 180 days,
the Buyer shall be entitled to give notice in writing to
the Company to terminate the Contract.
15.1 Each right or remedy of the Company under the Contract
is without prejudice to any other right or remedy of the
Company whether under the Contract or not.
15.2 The Company and the Buyer shall each keep confidential
any and all information which has been expressed to be confidential
or could reasonably be supposed to be confidential and which
has been obtained or disclosed as a result of the relationship
of the respective parties under the Contract
15.3 If any provision of the Contract is found by any court,
tribunal or administrative body of competent jurisdiction
to be wholly or partly illegal, invalid, void, voidable,
unenforceable or unreasonable it shall to the extent of
such illegality, invalidity, voidness, voidability, unenforceability
or unreasonableness be deemed severable and the remaining
provisions of the Contract and the remainder of such provision
shall continue in full force and effect.
15.4 Failure or delay by the Company in enforcing or partially
enforcing any provision of the Contract shall not be construed
as a waiver of any of its rights under the Contract.
15.5 Any waiver by the Company of any breach of, or any
default under, any provision of the Contract by the Buyer
shall not be deemed a waiver of any subsequent breach or
default and shall in no way affect the other terms of the
15.6 The parties to the Contract do not intend that any
term of the Contract shall be enforceable by virtue of the
Contracts (Rights of Third Parties) Act 1999 by any person
that is not a party to it.
15.7 The formation, existence, construction, performance,
validity and all aspects of the Contract shall be governed
by English law and the parties submit to the exclusive jurisdiction
of the English courts.
16.1 All communications between the parties about the Contract
shall be in writing and delivered by hand or sent by pre-paid
first class post or sent by fax:
(a) (in case of communications to the Company) to its registered
office or such changed address as shall be notified to the
Buyer by the Company; or
(b) (in the case of the communications to the Buyer) to
the registered office of the addressee (if it is a company)
or (in any other case) to any address of the Buyer set out
in any document which forms part of the Contract or such
other address as shall be notified to the Company by the
16.2 Communications shall be deemed to have been received:
(a) if sent by pre-paid first class post, two days (excluding
Saturdays, Sundays and bank and public holidays) after posting
(exclusive of the day of posting); or
(b) if delivered by hand, on the day of delivery; or
(c) if sent by fax on a working day prior to 4.00 pm, at
the time of transmission and otherwise on the next working
Communications addressed to the Company shall be marked
for the attention of Mr. Simon Harris.