Word of Design Ltd
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WORD OF DESIGN LIMITED T/A spectrasystems.co.uk - TERMS & CONDITIONS
THE BUYER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSE
INTERPRETATION In these terms and conditions (from now on referred to as "Conditions”) the
following expressions shall have the following meanings and the rules of interpretation shall apply.
- "BUYER" the person, firm or company who purchases the Goods and/or Services from
- “BUYER INFORMATION” The information that the Buyer may provide to the Seller in
relation to the Goods and/or Services;
- "CATALOGUE" the Seller's catalogue as may be amended from time to time;
- "CONTRACT" the Buyer's Order and the Seller's acceptance of it in accordance with
Clause 2incorporating these Conditions;
- "FORCE MAJEURE" circumstances beyond the reasonable control of the Seller which
prevents the Seller from performing its obligations under the Contract including strikes,lock-outs,
labour disputes, act of God, including but not limited to, fire,flood, or storm, war, riot, civil
commotion, malicious damage, or the order of any government or public or local authority;
- "GOODS" any goods agreed in the Contract to be supplied to the Buyer by the
- INTELLECTUAL PROPERTY RIGHTS" any patents, rights to inventions, copyright and
related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue
for passing off, unfair competition rights, rights in designs, database rights, topography rights,
moral rights, rights in confidential information (including without limitation 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" an order for the Goods and/or Services from the Buyer to the Seller;
- "SELLER" means Word of Design Limited (Company Number: 06015281) whose
Registered Office is at 62, Elton Parade, Darlington, County Durham, DL3 8PQ.
- “SERVICES” means the design and installation services agreed in the Contract to be
supplied to the Buyer by the Seller
APPLICATION OF CONDITIONS
- Each Order for Goods and/or Services from the Buyer to the Seller shall be an offer by the Buyer to
purchase the Goods and/or Services in accordance with these Conditions.The Contract between the Buyer
and the Seller will be on these Conditions only(unless varied by Clause 2.3). No other terms and
conditions will apply including any terms or conditions contained in or referred to in the Buyer's
purchase order, confirmation of order or other document or implied by law,custom, practice or course of
dealing or simply as a result of such document being referred to in the Contract.
- No Order placed by the Buyer shall be considered to be accepted by the Seller until a written
acknowledgement of order is issued by the Seller or (if earlier) the Seller provides the Goods and/or
Services to the Buyer.
- These Conditions apply to all the Seller's sales and any variation to these Conditions and any
statements made by the Seller or its employees about the Goods and/or Services shall not be binding on
the Seller unless agreed in writing and signed by authorised representative of the Seller.
- The Buyer acknowledges that it has not relied on any statement, promise or representation made or
given by or on behalf of the Seller which is not set out in the Contract. Nothing in this Clause shall
exclude or limit the Seller's liability for fraudulent misrepresentation.
- The Seller reserves the right not to accept orders from the Buyer if the Buyer’s address is outside
the United Kingdom of Great Britain [and Northern Ireland].
- CONSUMER RIGHTS TO CANCEL
- Where the Buyer is a consumer and has purchased Goods via telephone,internet, post or other non
face to face situation the Buyer may cancel the Contract at any time within seven working days,
beginning on the day after the Buyer received the Goods and will receive a refund of any price paid for
- Where the Buyer is a consumer and has purchased Services or Goods and Services via
telephone, internet, post or other non face to face situation the Buyer may cancel the Contract at any
time within seven working days, beginning on the day after the Contract has been formed unless the
performance of the Services has begun with the Buyer’s agreement before the end of the seven working
day period, in which case the Buyer may not cancel the Contract.
- To cancel the Contract under clauses 3.1 and/or 3.2,the Buyer must inform the Seller in writing and
return the Goods to the Seller immediately, in the same condition in which it received them, and at the
Buyer's own cost and risk. The Buyer has a legal obligation to take reasonable care of the Goods while
they are in its possession. If the Buyer fails to comply with this obligation, the Seller may have a
right of action against the Buyer for compensation.
- The Seller reserves the right to charge an administration fee if the buyer cancels or varies
its order once it has been accepted and the Buyer shall ensure that the terms of its order and any
applicable specification are complete and accurate.
The Seller can refund all or part of the
buyer’s payment for 60 days after the buyer sent the original payment through PayPal. When
the Seller refunds a payment for goods or services, the Seller will contribute
the variable portion of the original transaction fee to the refund, and keep the fixed-fee
portion of that fee from the Buyers account.
- The Buyer shall supply the Seller with such information as the Seller may request and shall ensure
that it is complete and accurate in all respects.
- The Buyer acknowledges that the Buyer is solely responsible for providing the Buyer Information and
that the Seller shall rely on the Buyer Information in determining and selecting the appropriate Goods
- Any Buyer Information supplied by the Buyer in relation to the Goods and/or Services shall include
all relevant details which relate to the Buyer’s requirements.
- The Seller shall be entitled to rely upon the specification and any advice given by the Buyer (in
relation to the suitability of the Goods and/or Services for meeting the Buyer’s requirements)such that
to the extent that the Goods and/or Services comply with such specification and or such advice then the
Seller shall be deemed to have supplied in accordance with these Conditions, notwithstanding the Buyer
- No changes to the Buyer Information, the Goods and/or the Services will form part of the Contract
unless agreed in writing by the parties.
- If the Buyer wishes to amend the Buyer Information or if the Buyer Information is subsequently
found to be inaccurate and/or not complete for any reason other than the Seller’s negligence the Seller
will be entitled to alter these Conditions for the provision of the Goods and/or Services (including
without limitation increasing the price of the Goods and/or Services).
- If the Seller alters any of these Conditions the Seller shall notify the Buyer in writing of any
such alteration and the reason for such alteration. The Buyer must accept any such variation to the
terms in writing within 7 days of notification by the Seller of such alteration (such acceptance not to
be unreasonably withheld) or the Seller shall be entitled to terminate the Contract.
- The description of the Goods and/or Services shall be asset out in the Catalogue. All samples,
drawings, descriptive matter, technical data, dimensions weights, specifications and advertising issued
by the Seller and any descriptions or illustrations contained in the Catalogue is issued or published
as a guide and for illustrative purposes only and do not form part of the Contract.
- Any typographical, clerical or other error or omission in any sales literature, price list,
acceptance of offer, invoice or other document or information issued by the Seller shall be subject to
correction without any liability on the part of the Seller.
- The Seller reserves the right to discontinue any Goods or to alter the specification, design or
construction of any Goods.
- Unless otherwise agreed by the Seller in writing, prices for Goods are as listed in the Seller's
Catalogue from which the Goods are purchased current at the date of dispatch of the Goods. Prices are
not guaranteed although every effort will be made to maintain them.
- Unless otherwise agreed by the Seller in writing, prices for Services shall be as specified in the
- Unless otherwise specified the price for all Goods and/or Services are exclusive of Value Added Tax
which shall be payable in addition to the price of the Goods and/or Services.
- Unless otherwise specified the price for the Goods excludes the costs and charges of packaging,
insurance, loading,unloading, postage and carriage of the Goods, all of which amounts the Buyer shall
pay when it is due to pay for the Goods and which shall be as set out in the Company’s online order
form or notified to the Buyer at the time of the Buyer’s order. Carriage costs for delivery of Goods to
mainland UK addresses will normally be charged at the greater of 11% of the value of the Goods ordered
or £11. Delivery charges outside mainland UK will be by arrangement.
- In the event that the Seller incurs additional costs in supplying the Goods and/or Services to the
Buyer due to unforeseen circumstances not specified or known by either party on the date of Order the
Buyer will pay such additional costs when it is due to pay for the Goods and/or Services.
- The Buyer shall pay each invoice submitted by the Seller in full without any deductions (whether by
way of set-off, counterclaim,discount, abatement or otherwise) by the 20th day of the month following
- the Seller may in circumstances where it is not satisfied with the Buyer’s credit worthiness, or
otherwise at its absolute discretion, require payment of the charges for the Goods and/or Services to
be made in advance of the supply of the Services and/or delivery of the Goods.
- If the Buyer fails to pay the Seller any sum due pursuant to the Contract the Buyer will be liable
to pay interest to the Seller on such sum from the due date for payment at the annual rate of 4% above
the base lending rate from time to time of Lloyds TSB Plc.
- Time for payment of the price shall be of the essence of the Contract.
- Unless otherwise agreed in writing by the Seller, delivery of the Goods shall take place at the
address set out in the delivery note only & the Buyer will be responsible for off-loading the
- Time is not of the essence as to the delivery of the Goods. This means that if the Seller fails to
deliver the Goods in the time specified, the Buyer is not entitled to terminate The Contract and the
Seller is not liable for any delay in delivery, however caused.
- Delivery shall be made by the Seller or a courier nominated by the Seller during normal business
hours(excluding bank or public holidays). The Seller may levy additional charges for any deliveries
made at the Buyer's request outside such hours.
- Special off-shore delivery shall be agreed in writing between the Buyer and Seller prior to
- For purposes of this Clause, the Goods will be deemed delivered and accepted once the Goods are
signed for by the Buyer.
- If the Buyer will not accept delivery of any of the Goods when they are ready for delivery risk in
the Good swill pass to the Buyer and the Goods will be deemed to have been delivered. the Buyer will be
liable for any costs incurred by the Seller in storing the Goods where the Buyer does not accept
delivery (including redelivery, storage and insurance costs).
- The Seller reserves the right to make partial deliveries. 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 Contract rate.
- The Seller shall be responsible for any damage,shortage or loss in transit, provided that the Buyer
notifies it to the Seller(or its carrier, if applicable) within three days of delivery or the proposed
delivery date of the Goods and that the Goods have been handled in accordance with the Seller's
stipulations. Any remedy under this Clause8.8 shall be limited, at the option of the Seller, to the
replacement or repair of any Goods which is proven to the Seller's satisfaction to have been lost or
damaged in transit.
- All Services supplier to the Buyer which conform in all material respects with the Order shall be
deemed accepted by the Buyer.
- The quantity of any consignment of Goods recorded by the Seller upon despatch from the Seller'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 otherwise.
- The Seller shall not be liable for any non-delivery of Goods unless the Buyer notifies the Seller
in writing of the failure to deliver within 5 days after the scheduled delivery date.
- Any liability of the Seller 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 agreement rate against any invoice
raised for such Goods.
SUPPLY OF SERVICES
- the Seller shall provide the Services to the Buyer in accordance with the Order in all material
- the Seller shall use 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.
- the Seller 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.
11.1. The Buyer shall:
- co-operate with the Seller in all matters relating to the Services;
- provide the Seller, its employees, agents, consultants and subcontractors, with access to
the Buyer's premises, office accommodation and other facilities as reasonably required by the
Seller to provide the Services;
- provide the Seller with such information and materials as the Seller may reasonably require
to supply the Services, and ensure that such information is accurate in all respects;
- ensure that the Buyer’s premises is prepared for the supply of the Services and in
particular ensure that the relevant site for installation of the Goods is safe, accessible,
clear, level and dry in readiness for the arrival of the Company’s installers;
- ensure that a suitable electricity supply is available for light and power tools;
- ensure that sufficient working space has been allocated to ensure maximum output and
sufficient storage space is provided free of charge for the Company’s immediate use on or
adjacent to the site for plant and all materials and that where applicable all materials are on
site for the arrival of the Company’s installers;
- ensure that the Company’s employees and/or agents are given every facility to complete the
work without undue hindrance;
- ensure that there is sufficient labour available to off-load the delivery vehicle without
- Keep and maintain all materials, equipment, documents and other property of the Seller
(“Seller Materials”) at the Buyer's premises in safe custody at its own risk, maintain the
Seller Materials in good condition until returned to the Seller, and not dispose of or use the
Seller Materials other than in accordance with the Seller's written instructions or
- obtain all necessary consents, licences and approvals for the which may be required for the
Services before the date on which the Services are to start. The Buyer shall indemnify the
Company for any costs or expenses incurred by the Company due to the Buyer’s failure to obtain
such consent, licences or approvals.
- the Buyer undertakes to the Seller throughout the term of the Contract to take all reasonable
precautions to protect the health and safety of the Seller’s employees, agents and sub-contractors
while on the Buyer’s premises.
- the Seller reserves the right to refuse to carry out the Services where the Seller at its sole
discretion considers that the work required might place at risk any person, vehicle, equipment or
- Where dust is prevalent the Buyer accepts that the Seller is not responsible for the washing or
wiping down of the Goods; and
If the Seller's performance of any of its obligations in respect of the Services is prevented or
delayed by any act or omission by the Buyer or failure by the Buyer to perform any relevant
obligation (“Buyer Default”):
- the Seller shall without limiting its other rights or remedies have the right to suspend
performance of the Services until the Buyer remedies the Buyer Default, and to rely on the
Buyer Default to relieve it from the performance of any of its obligations to the extent the
Buyer Default prevents or delays the Seller's performance of any of its obligations;
- the Seller shall not be liable for any costs or losses sustained or incurred by the Buyer
arising directly or indirectly from the Seller's failure or delay to perform any of its
obligations as set out in this clause 10.3; and
- the Buyer shall reimburse the Seller on written demand for any costs or losses sustained or
incurred by the Seller arising directly or indirectly from the Buyer Default (although not by
way of limitation) loss of profit and/or damages for delay, inconvenience, increased labour
and/or transport costs.
- Where other contractors are also involved it is a condition of any contract between the parties
that the other contractors’ programmes will be such as to permit the Company’s work to be carried out
with expedition and continuity at the site. Should it be subject to delays or a requirement to make a
return visit to the site, this will involve additional charges which will be invoiced to the Buyer by
- 12.1. the Goods are at the risk of the Buyer from the time of delivery.
12.2. Ownership of the Goods shall pass to the Buyer on the later of completion of delivery or when
the Seller has received in full in cleared funds all sums due to it in respect of:
- the Goods; and
- all other sums which are or which become due to the Seller from the Buyer on any
12.3. Until ownership of the Goods has passed to the Buyer under Clause 9 12.2,the Buyer must:
- hold the Goods on a fiduciary basis as the Seller's bailee;
- store the Goods (at no cost to the Seller) in satisfactory conditions and separately from
all other products of the Buyer or any third party so that they remain readily identifiable as
the Seller's property;
- not destroy, deface or obscure any identifying mark or packaging on or relating to the
- keep the Goods insured on the Seller's behalf for its full price against all risks to the
reasonable satisfaction of the Seller, and hold the proceeds of such insurance on trust for the
Seller and not mix them with any other money, nor pay the proceeds into an overdrawn bank
account. On request the Buyer shall produce the policy of insurance to the Seller.
- but the Buyer may resell or use the Goods in the ordinary course of its business.
- If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events
listed in clauses17.1.2 to 17.1.9, or the Seller reasonably believes that any such event is about to
happen and notifies the Buyer accordingly, then, provided the Goods have not been resold, or
irrevocably incorporated into another product, and without limiting any other right or remedy the
Seller may have, the Seller may at any time require the Buyer to deliver up the Goods and, if the Buyer
fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are
stored in order to recover them.
WARRANTY AND RETURNS
- Where the Seller is not the manufacturer of the Goods, the Seller shall endeavour to transfer to
the Buyer the benefit of any warranty or guarantee given by the manufacturer to the Seller.
- the Seller warrants that (subject to the other provisions of these Conditions) for a period of [one
(1) year]from the date of purchase (the "Warranty Period" ) the Goods are free from defects of
workmanship and materials. The Seller undertakes (subject to Clauses1113.3 and 1013.4),at its option,
to repair or replace the Goods which are found to be defectives a result of faulty materials or
workmanship during the Warranty Period.
the Seller shall not be liable for a breach of the warranty in Clause 11.2 unless:
- the Buyer gives written notice of the defect to the Seller, and, if the defect is as a
result of damage in transit to the carrier, within three (3) days of the time when the Buyer
discovers or ought to have discovered the defect; and
- the Seller is given a reasonable opportunity after receiving the notice of examining such
Goods and the Buyer (if asked to do so by the Seller) returns such Goods to the Seller at the
Seller's cost for the examination to take place there.
The Seller shall not be liable for a breach of the warranty in Clauses 1113.2 if:
- the Buyer fails to give the written notice required under Clause 1113.3.1 or the Buyer
makes any use of Goods which it has given written notice about under Clause 13.3.1; or
- it is established to the reasonable satisfaction of the Seller that the materials used in
the manufacture of the Goods or workmanship was not defective,
- the defect arises because the Buyer failed to follow the Seller's oral or written
instructions as to the storage, use or maintenance of the Goods or (if there are none) good
- the defect is by caused misuse or abuse of the Goods or by improper use of the Goods by the
Buyer or use outside its normal application;
- the defect arises due to normal wear and tear; or
- the Buyer alters or repairs the Goods without the written consent of the Seller.
- Any repaired or replacement Goods shall be under warranty for the unexpired portion of the 1 year
If Word of Design Limited agree to accept any goods for return, the
buyer shall be liable to pay a handling charge [10%] of the price. In the case of any special
equipment that is made to order if we agree to accept return of the goods the buyer will
agree to pay a restocking charge of [50%] of the sale price Such goods must be returned by the
buyer carriage paid in their original packaging.
1. Goods returned without the prior
written approval of Word of Design Limited may at its absolute discretion be
returned to the buyer or sold without having to account to the buyer for the net proceeds of
LIMITATION OF LIABILITY
The following provisions set out the entire financial liability of the Seller (including any
liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in
- 14.1.1. any breach of the Contract; and
- 14.1.2. any representation, statement or tortious act or omission (including negligence)
arising out of or in connection with the Contract.
Nothing in these Conditions excludes or limits the liability of the Seller:
- 14.2.1. for death or personal injury caused by the Seller's negligence; or the negligence
of its employees, agents or subcontractors; or
- 14.2.2. breach of the terms implied by section 2 of the Supply of Goods and Services Act
1982 (title and quiet possession);
- 14.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and
quiet possession); or
- 14.2.4. defective products under the Consumer Protection Act 1987;or
- 14.2.5. for fraud or fraudulent misrepresentation; or
- 14.2.6. for any matter which it would be illegal for the Seller to exclude or attempt to
exclude its liability.
- Subject to clause 14.2, all warranties,conditions and other terms implied by statute or common law
are excluded from the Contract to the fullest extent permitted by law.
Subject to Clauses 14.2 the Seller shall not be liable, whether in tort (including for negligence
or breach of statutory duty), contract, misrepresentation or otherwise for:
- loss of profits; or
- loss of business; or
- depletion of goodwill or similar losses; or
- loss of anticipated savings; or
- loss of goods; or
- loss of contract; or
- loss of use; or
- loss or corruption of data or information; or
- any special, indirect, consequential or pure economic loss, costs, damages, charges or
- Subject to Clause 14.2,the Seller's total aggregate 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 1.5
times the price paid for the Goods and/or Services by the Buyer during the 12 months preceding the date
acknowledged by the Seller as being the date of the event giving rise to any liability.
- 14.6. This clause 14 shall survive termination of the Contract.
COPYRIGHT, PATENTS, TRADE MARKS AND OTHER INTELLECTUAL PROPERTY RIGHTS
- The Buyer acknowledges that all Intellectual Property Rights created, subsisting or used in the
Catalogue, the Seller's website, the Services and in connection with the Goods shall remain the sole
property of the Seller. For the avoidance of doubt,the Buyer shall not during or at any time after the
completion, expiry or termination of the Contract in any way question or dispute such ownership thereof
by the Seller.
- The Buyer may access, download and store on a temporary basis pages from the Seller's website
solely for the purpose of ordering the Goods and/or Services. Any permanent storage, copying or
redistribution of any of the information set out in the Seller's website is strictly prohibited.
- the Buyer may print off one copy and may download extracts, of any page(s) from the Seller's
website for reference, The Buyer must not modify the copies of any materials printed off or downloaded
in any way and must not use any illustrations, photographs or any graphics.
- the Buyer may not modify any details on the Seller's website or reproduce or publicly display or
distribute any such details for any commercial purpose whatsoever.
- It is the Buyer's responsibility to virus check all materials before downloading them from the
- Where the Buyer's website contains links to other sites and resources provided by third parties,
these links are provided for information only. The Seller has no control over the contents of those
sites or resources, and accepts no responsibility for them or for any loss or damage that may arise
from the Buyer's use of them.
- The Buyer and third parties must obtain the express written permission of the Seller before linking
to the Seller's website.
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:
- 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;
- 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;
- 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;
- 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;
- the other party (being an individual) is the subject of a bankruptcy petition or
- 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;
- 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);
- 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;
- 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;
- 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 17.1.2 to 17.1.9 (inclusive);
- the other party suspends, threatens to suspend, ceases or threatens to cease to carry on,
all or substantially the whole of its business; or
- 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.
- 17.2.Withoutlimiting its other rights or remedies, the Seller may terminate the Contract with
immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under
this Contract on the due date for payment.
17.3.Withoutlimiting its other rights or remedies, the Seller 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 Buyer and the Seller if:
- the Buyer fails to make pay any amount due under this Contract on the due date for payment;
- the Buyer becomes subject to any of the events listed in clause 17.1.2 to 17.1.9 or the
Seller reasonably believes that the Buyer is about to become subject to any of them.
CONSEQUENCES OF TERMINATION
ON TERMINATION OF THE CONTRACT FOR ANY REASON:
- the Buyer shall immediately pay to the Seller all of the Seller's outstanding unpaid
invoices and interest and, in respect of Services supplied but for which no invoice has yet
been submitted, the Seller shall submit an invoice, which shall be payable by the Buyer
immediately on receipt;
- the Buyer shall return all of the Seller Materials. If the Buyer fails to do so, then the
Seller may enter the Buyer's premises and take possession of them. Until they have been
returned, the Buyer shall be solely responsible for their safe keeping and will not use them
for any purpose not connected with this Contract;
- 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
- clauses which expressly or by implication have effect after termination shall continue in
full force and effect.
- The placing of Orders from Catalogues will require the Buyer to provide the Seller with the Buyer's
name and address and other relevant information. Personal information provided by the Buyer, and any
other relevant information relating to the Buyer, will be held by the Seller and may be used for
marketing purposes including market research, or occasionally shared with other organisations in the
prevention of fraud. Such information my also be disclosed to carefully selected third parties who may
contact the Buyer for marketing purposes by mail, telephone or e-mail. Buyers who do not wish to be
contacted by such third parties should advise the Seller when ordering.
- If the Seller is affected by Force Majeure it shall promptly notify the Buyer.
Notwithstanding any other provision of these Conditions, if the Seller is prevented from or delayed
in carrying on its business by Force Majeure and it has notified the Buyer then the Seller:
- may defer the delivery date, cancel the Contract or reduce the amount of Goods
- shall not be deemed to be in breach of the Contract or be liable to the Buyer for any delay
in performance or non-performance of its obligations under the Contract and the time for
performance of such obligations shall be extended accordingly.
- 21.1.Aparty (“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 21
shall survive termination of the Contract.
- Any notice required to be given under the Contract shall be in writing and delivered by hand, first
class post or fax and addressed to the recipient at the address set out in the Order or such address or
fax number as either party may specify to the other. A notice delivered by hand is deemed to have been
received when delivered (or, if delivery is not in business hours, 9.00 am on the first business day
following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded
delivery post shall be deemed to have been received at the time at which it would have been delivered
in the normal course of post. Notices by fax shall be deemed to have been received at the time of
- Notice may also be given by e-mail address. In proving the service of any notice bye-mail, it will
be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee.
- It is acknowledged and agreed that the Contract (including the documents and instruments referred
to herein) "the Documents")shall supersede all prior representations arrangements understandings and
agreements between the parties relating to the subject matter hereof and shall constitute the entire
complete and exclusive agreement and understanding between the parties hereto;
- The parties irrevocably and unconditionally waive any right they may have to claim damages for any
misrepresentation arrangement understanding or agreement not contained in the Documents or for any
breach of any representation not contained in the Documents (unless such misrepresentation or
representation was made fraudulently);
- It is further acknowledged and agreed that no representations arrangements understandings or
agreements (whether written or oral) made by or on behalf of any of the other parties have been relied
upon other than those expressly setout or referred to in the Documents.
- the Seller may at any time assign, transfer, charge, sub-contract or deal in any other manner with
all or any of its rights or obligations under the Contract.
- the Buyer may not, without the prior written consent of the Seller, assign,transfer, charge,
subcontract or deal in any other manner with all or any of its rights or obligations under the
- Any failure by the Seller to exercise or enforce its right under the Contract shall not be a waiver
of that right, nor prevent Seller from exercising or enforcing such right at a later time.
- Person who is not a party to the Contract shall not have any rights under or in connection with
- Should any clause in these Conditions be held to be invalid or unenforceable such finding shall not
affect the validity of the remaining clauses and provisions of these Conditions.
- The Contract is made for the benefit of the parties to it and (where applicable)their successors
and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.
- These Conditions shall be governed by and construed in accordance with English law and each party
hereby irrevocably submits to the exclusive jurisdiction of the English Courts.
PROMOTIONS, PROMOTIONAL ITEMS & DISCOUNT VOUCHERS
- Promotional items and vouchers cannot be used in conjunction with any other offer, promotion or
pricing agreement. Promotional items are subject to availability and we reserve the right to substitute
for an alternative product. Only 1 promotional item can be claimed per order. Any promotional item
provided as a result of placing a sales order with Rapid Racking Limited is provided directly to the
ordering company. If the promotional product is then given to an employee by the company, the company
will be liable for any Income Tax, National Insurance Contributions and any other taxes and deductions
payable in respect of the value of the promotional products or any sums as may be required by law.
- Promotional Discount Vouchers cannot be exchanged for cash or used for payment of a credit account.
Only one voucher per customer and no change will be given if the value of the items ordered is less
than the value of the voucher. Vouchers can only redeemed against orders that are over the value stated
on the voucher. The monetary value of a voucher is stated on the individual vouchers.