Terms and conditions of supply of goods and services for Businesses & Consumers
We recommend that you keep a copy of these Terms and (if this document is not in hard copy form) that you print out these Terms for your future reference.
- ABOUT US AND THESE TERMS & CONDITIONS
1.1 Who we are: “We” or “us” are Q & Y International Ltd, a company registered in England with registered number 07542194. Our registered office is at Unit 2, Wessex Park Industrial Estate, Wessex Road, Bourne End, Buckinghamshire, SL8 5DT, United Kingdom. If you have any comments or suggestions, we would be pleased to receive them at our main address or by emailing us at wood@qandy.uk.
1.2 How we may contact you. If we have to contact you, we will do so by telephone or by writing to you at any email address or postal address you have provided to us for this purpose. Your information will not be used for any other purpose and we comply with all GDPR regulations.
1.3 Scope of these Terms: These Terms govern the use of our website www.qandy.uk (the “Site”) and the supply by us of any product ordered by you, whether on the website, in person, by telephone or any other means of communications. Any particular individual product that you order at any one time from us is referred to as a “Product”. Further details of any Product can be obtained by reviewing the website or looking in the materials applicable to that Product (which may be available from us on request). By using our services or agreeing to order a Product, you are bound by these Terms, which is a legal document.
1.4 Changes to these Terms: We reserve the right to amend these Terms at any time. All amendments to these Terms will be posted on-line or available on request. However, continued use of the Site (including making an order for a Product) will be deemed to constitute acceptance of the new Terms. No other changes to the Terms will be binding unless agreed in writing signed by us.
1.5 Definitions used in these Terms:
1.5.1 “Acknowledgement” means our acknowledgement of an Order;
1.5.2 “Business Day” means a day which is neither (a) a Saturday or Sunday nor (b) a public holiday in England;
1.5.3 “Confirmation of Order” means a written or electronic communication from us to you that we accept your Order (as per paragraph 3.10 below);
1.5.4 a “Contract” means a legal contract made up of: (i) your Order for a Product; (ii) which we have accepted by a Confirmation of Order; and (iii) these Terms. If you order more than one unit of Product or more than one Product, each unit of Product ordered and/or each Product ordered will be a separate Contract (so, for example, one Order for six Products means there are six Contracts);
1.5.5 “Order” means the order submitted by you, either online or by telephone, to us to purchase a Product from us;
1.5.6 “Order Form” means the physical order form in the form supplied or approved by us, on which you may place an Order;
1.5.7 “you” means the person who uses this Site or the customer who orders a Product from us in an Order;
1.6 How to interpret these Terms:
1.6.1 references to “paragraphs” are to clauses of these Terms;
1.6.2 headings (including headings within individual paragraphs) are for ease of reference only and do not affect interpretation of the Terms;
1.6.3 words imparting the singular include the plural and vice versa;
1.6.4 words imparting a gender include every gender;
1.6.5 references to a “person” shall include an individual, company, corporation, firm or partnership;
1.6.6 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);
1.6.7 references to “writing” or “written” includes emails; and
1.6.8 references to “includes” or “including” or similar words or expressions do not limit any list or examples that follow. - EFFECT
2.1 Accepting these Terms: These Terms apply to use of the Site and to all Orders and Contracts for Products. When you use the Site or submit an Order to us, give any delivery instruction or accept delivery of a Product, this always constitutes your unqualified acceptance of these Terms. Where you are a consumer, nothing in these Terms affects your consumer legal rights (including the right to insist that goods you buy from businesses must correspond with their description, be fit for their purpose and be of satisfactory quality).
2.2 These Terms take priority: These Terms prevail over any separate terms put forward by you. Any terms that you submit, propose or stipulate in whatever form and at whatever time, whether in writing, by email or orally, are expressly waived and excluded. If you give us a purchase order (other than in the form of an Order), this is purely for your administrative purposes and shall not form part of any Contract.
2.3 Ignoring statements not in these Terms: Without affecting your consumer legal rights if you are a consumer, no statements made by our employees, contractors or agents or contained in any brochures, catalogues, sales literature or correspondence are intended to have any legal effect unless expressly agreed in writing by us or referred to in a Contract.
2.4 No Contract for sales by sample: Unless expressly agreed by us in writing, no Contract is a sale by sample. - MAKING AN ORDER
3.1 Procedure for making an Order: When making an Order, you must:
3.1.1 place the Order by telephone, providing the necessary details requested by our sales team; or
3.1.2 place the Order by email.
3.2 Price: Irrespective of any previous price you have seen or heard, once you select a Product that you wish to Order, you will then be shown or told the charges you must pay including VAT, if applicable, and any applicable delivery charges. Unless otherwise agreed in writing by us, all charges are in pounds sterling. Other than mistakes or changes to VAT rates (about which please see other parts of paragraph 3 below), this is the total that you will pay to receive the Product which is the subject of an Order.
3.3 Delivery details when you place an Order:
3.3.1 UK delivery: In the UK, a Product may be delivered to you (for a delivery charge) or you may collect the Product from one of our UK distribution centre (free of delivery charge), as follows:
(a) If you want a Product delivered to you, you will be presented with a delivery charge based on the delivery address, weight, pack size and additional services required (i.e. Next day).
(b) Alternatively, if you tell us when you place your Order that you would like to collect a Product from our distribution centre, there will be no delivery charge applicable to that Product and we will advise you of the earliest date on which you may collect that Product from our distribution centre.
3.3.2 Non-UK Delivery: Please contact us for the applicable delivery prices.
3.3.3 More about delivery: For more about delivery of a Product, please see also Paragraph 5 of these Terms.
3.4 Payment:
3.4.1 Unless we approve the use of a credit facility which is subject to application, full payment must be made before we book delivery and release the products.
3.4.2 We only accept bank transfers and you must use the proforma number or invoice number as a reference when you make payment.
3.4.3 Alternatively, you may pay by any cheque if we give prior agreement.
3.4.4 We are never bound to supply a Product before we have received cleared funds in full to pay for it; and
3.4.5 We may need to run credit checks or other anti-fraud checks in certain cases, for example, if the billing address does not match the delivery address – and you agree that you will cooperate with such checks.
3.5 Credit: If you applied for a credit account and we approve the use of such account, you must make payment directly to our finance account, our account details are provided on your invoices.
3.6 Instalments: If an Order is made up of multiple Products we may deliver the Products in instalments, for which we may invoice you separately. As we say above, the obligation to supply and deliver each product is a separate Contract. However, for business customers, any delay in delivery or problem with one instalment shall not entitle you to cancel any other instalment.
3.7 Correct details: You undertake that all details you provide to us for the purpose of purchasing a Product from us will be correct. We reserve the right to obtain validation of any relevant details before providing you with any Product.
3.8 Your Order is an offer to buy: Any Order remains valid as an offer to buy only until we issue our Confirmation of Order or, if earlier, when we receive your notice revoking your Order. Acceptance of your order takes place only as described in paragraph 3.10 below.
3.9 A Product and your needs: It is your responsibility to ensure that any Product is sufficient and suitable for your purposes and meets your individual requirements. We do not warrant that any Product will meet your individual requirements. You acknowledge that, unless we specifically state otherwise, a Product is a standard good and is not made bespoke to fit any particular requirements that you may have.
3.10 Acceptance of an Order:
3.10.1 We are not obliged to supply any Product to you until we have accepted your Order for it. Acceptance takes place when we expressly accept your order by a written confirmation. Our Confirmation of Order is deemed to exist when it has been dispatched to you by us.
3.10.2 Unless we expressly state that we accept an Order, any email, letter or other Acknowledgement by us is purely for informational purposes and is not the Confirmation of Order. In any such Acknowledgement, we may give you an Order reference number and details of any Product you have ordered.
3.10.3 We may, at our discretion, refuse to accept any Order for any reason (including unavailability of supplies) or we may offer you an alternative Product (in which case we may require you to re-submit your Order first).
3.10.4 A Contract shall be formed to supply a Product (i.e. we shall be legally bound to supply a Product to you when we accept your Order for that product by issuing a Confirmation of Order. Without affecting your obligation to pay us earlier, we may send an invoice to you at any time after we have accepted your Order.
3.10.5 Until we accept an Order, we may refuse to process it and you reserve the right to cancel it. If we or you cancel that Order before we have accepted it, we will promptly refund any payment already made by you to us for the Order.
3.11 Mistakes in an Order: If you discover that there is a mistake with your Order after you have submitted it to us, including incorrect delivery address details, please call us on 03333 110 888 immediately or at the next available opportunity between the hours of 9am – 5pm Monday – Friday. We can only amend mistakes on an Order 2 Business Days before delivery.
3.12 Accuracy of prices: We try very hard to make sure that any price given to you is accurate, but the pricing in any Order must be validated by us as part of our acceptance procedure. If the price for the Order changes before we accept your Order, we will contact you and ask you to confirm that you wish to proceed at the amended price.
3.13 VAT rate change: If the rate of VAT changes between the date of an Order and the date we supply any Product in that Order, we will adjust the rate of VAT that you pay, unless you have already paid for the Product in full before the change in the rate of VAT takes effect.
3.14 Cancelling before dispatch: If you want to cancel your Order after you have received the Confirmation of Order but before the Product has been dispatched to you, we will refund any payment made by you or your payment card company to us, for the cancelled Order, within 14 Business Days of our receipt of your notice of cancellation. You must send your notice of cancellation by email to wood@qandy.uk quoting our invoice number and delivery details 3 Business Days before delivery, You cannot cancel your order after dispatch, for returns please see paragraph 7.
3.15 A record of your order: We keep an electronic copy of the Contract between us for any Order. We will send you, by email, both the details of your Order and a copy of the Terms document that applies to that Order. - PRICE MATCH
4.1 We are not operating any price match scheme at present. - DELIVERY OF A PRODUCT
5.1 Details when placing an Order: When placing an Order you must inform us if you have any doubt about whether our delivery lorry will be able to access the location of delivery you have stipulated in the Order. For example, size or weight restrictions. If we cannot access any place of delivery stipulated in an Order due to the size of our delivery lorry, to the extent permitted by law, we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses arising out of:
5.1.1 non-delivery of any Product in that Order; or
5.1.2 delivery of that Product at a place different to the place of delivery stipulated in the Order.
5.2 Delivery: We aim to deliver our Product to your door. However, please note that it might not be possible for us to deliver to some locations. If this is the case, we will inform you using your contact details and arrange for cancellation of the relevant Order or an alternative delivery address. Our delivery options are subject to the following access restrictions:
5.2.1 We cannot deliver a Product to a property which has stepped access, to flats above the ground floor (regardless of lift access) or to be left in a communal area;
5.2.2 For delivery to flats, we will leave any Product at the ground floor external doorstep; and
5.2.3 For delivery to a residential property with stepped access flooring, we will leave any Product at the bottom of the steps.
5.3 Timeframe: We aim to deliver within the timeframe indicated by us at the time of your Order (and updated in the Confirmation of Order), which will be within 30 days of your Order, but we cannot promise an exact date at the time an Order is made or a Confirmation of Order is sent. When placing an Order you can provide a preferred delivery date, and, once the Confirmation of Order has been sent, we will contact you either to confirm that your preferred date is possible or to arrange an alternative date. We always aim to deliver any products in an Order in accordance with any confirmed delivery date we have given for that Order but we cannot guarantee any firm delivery date and we suggest that, if you require an installation specialist to install any Product, that you make arrangements for that installation only once you have received delivery of any relevant Product.
5.4 Next day delivery details:
5.4.1 is dependent on whether we offer that option for particular delivery locations;
5.4.2 is not available for Orders placed on days which are not Business Days;
5.4.3 is always subject to availability of stock; and
5.4.4 is subject to a surcharge which we will notify you at the time of an Order.
5.5 Delivery times and notifications: We aim to deliver between 8am and 6pm on Business Days and between 8am and 4pm on Saturdays.
5.6 If we can’t meet an estimated delivery date: We aim to let you know if we expect that we cannot meet any estimated delivery date but, to the extent permitted by law, we are not liable to you for any losses, liabilities, costs, damages, charges or expenses arising out of late delivery.
5.7 Accepting delivery: On delivery of a Product, you must sign for delivery. We cannot leave any Product at a place of delivery stipulated in an Order if you, or someone that you have authorised, is not present to accept delivery. Anyone at the delivery address will be deemed to be authorised to accept delivery. You agree to inspect all Products in the delivery for correct quantities and any obvious faults, defects or damage before signing for delivery. If any Product does have an obvious fault, defect or damage on delivery, you must stipulate that the Product is faulty, defective or damaged when you sign for delivery. If you fail to stipulate this, it will mean that we cannot replace the faulty, defective or damaged Product if you later claim it was one of these. You need to keep your receipt for delivered Products in case of future discussions with us about anything.
5.8 If you are not around: If no-one is around take delivery as we say in paragraph 5.7,.
5.9 Impossible delivery: If delivery or collection is delayed through your unreasonable refusal to accept delivery or if you are not at the place of delivery stipulated in your Order on the delivery date that we agree with you, if you refuse to sign for the delivery of the Product on delivery or if you do not (within two weeks of our first attempt to deliver the Product to you) accept delivery or collect the Product from the deliverer, carrier, then:
5.9.1 we may leave a card giving instructions on re-delivery from the deliverer. We may also pass on any costs incurred by us as a consequence of no-one being available to take delivery; and/or
5.9.2 we may (without affecting any other right or remedy available to us) do either or both of the following:
(a) charge you for our reasonable storage fee and other costs reasonably incurred by us, including, but not limited to, redelivery costs; and
(b) no longer make any Product for which delivery was not possible available for delivery or collection and we will notify you that we are immediately cancelling the Contract, in which case we will refund to you any money already paid to us under the Contract, less our reasonable administration charges (including for attempting to deliver and then returning any relevant Product).
5.10 Time limit to claim for faulty, defective or damaged Products: You must also submit any claim to us for any faulty, defective or damaged Product within 3 days following delivery of that Product to you. Please notify such claims to the following contact details:
Phone: 03333 110 888
Email: wood@qandy.uk
If you do report a faulty, defective or damaged product to us, paragraph 8 applies.
5.11 Packaging: It is your responsibility to dispose of all packaging (such as pallets, packaging etc.).
5.12 Risk: All risk in any Product passes to you on delivery of it, except that if you request delivery via a particular courier or other third party delivery, risk passes at the date when we transfer the relevant Product to such courier or third party. From the time when risk passes to you, we are not be liable for loss or destruction of the Product.
5.13 Care when opening: You must take care when opening any Product so as not to damage it, particularly when using any sharp instruments.
5.14 When you own a Product: You shall own a Product which we deliver to fulfil an Order on the later of when we deliver it to you and when we receive payment in full for the Product (including VAT and delivery charges). - SAMPLES AND COLOURING
6.1 Samples: A sample of any Product may be provided out of stock on request through the Site, telephone or any other means. Any such samples are provided for guidance only. Samples of a Product may differ because a Product is natural and no two samples of the same Product will be identical. Samples may be subject to a small fee for postage and packing.
6.2 Colouring: Due to the limitations of cameras, changes in natural/artificial lighting and the relative inconsistencies of various displays on mobile devices and monitors, the colours you see on your device may not be a totally accurate reproduction of the actual product. We strive to make our colours as accurate as possible, but images are intended as a guide only and should not be regarded as absolutely correct. Under no circumstance shall we have any liability to you for any loss or damage of any kind incurred as a result of using the images provided or reliance on the images. Your use of the image and your reliance on them is solely at your own risk. Because wood is a natural material, every piece of
our flooring will have a unique appearance, often with naturally-occurring variations in colour, texture as well as grain pattern. Showroom samples and photographic reproductions can give an example of the product’s appearance but they may not be representative of the full range of colour, texture and grain variations which naturally occur in the product itself. The images we provide are for reference only and should not be used as the sole basis for choosing a particular style of flooring. Prior to installation of our flooring, customers should examine the product carefully to ensure it meets their expectations for appearance and quality. Flooring that has been installed will be deemed to have been inspected and accepted by the customer. Furthermore, wood floors will naturally undergo a change in colour when exposed to the ambient light in different environment. The effect will also vary by species and finishes. Our flooring collection is constantly being improved and expanded, product availability and specifications are subject to change without notice. Customers are advised to confirm all product specifications prior to purchase. - RETURNING THE PRODUCT WITHOUT FAULT
7.1 NOT AFFECTING YOUR CONSUMER LEGAL RIGHTS: THE RIGHTS AND REMEDIES IN A CONTRACT AND IN THESE TERMS DO NOT AFFECT YOUR CONSUMER LEGAL RIGHTS IF YOU ARE A CONSUMER, UNDER WHICH YOU MAY HAVE THE RIGHT TO INSIST THAT GOODS THAT YOU BUY FROM BUSINESSES MUST CORRESPOND WITH THEIR DESCRIPTION, BE FIT FOR THEIR PURPOSE AND BE OF A SATISFACTORY QUALITY.
7.2 Scope of this Paragraph 7: THIS PARAGRAPH 7 ONLY APPLIES IN RESPECT OF A PRODUCT WHICH IS NOT FAULTY.
7.3 14 day right to cancel for non-bespoke Products: If: (i) you are entering a Contract as a consumer; (ii) the Product under that Contract is not a made-to-measure Product or a non-standard Product or a Product pre-cut to size at your request; and (iii) you want to cancel that Contract and return the relevant Product provided under it to us for any reason (except for faulty Products because your rights for that are covered by paragraph 8) then you may cancel the Contract at any time until 14 days after delivery of the Product under that Contract, beginning on the day after you received the Product. In this case, you will receive a full refund of the price paid for the Products under that Contract in accordance with our refunds policy (set out in paragraph 9 below). However, you will be liable for the costs of returning the Products to us. Details of this right of cancellation, and an explanation of how to exercise it, are provided in the Confirmation of Order.
7.4 30 Day right to cancel for any Products: If you want to cancel a Contract and return the Products under it to us for any reason which is not covered by paragraph 7.3, (except for faulty Products because your rights for that are covered by paragraph 8) then you may cancel that Contract at any time until 30 days after delivery of the Products under it, beginning on the day after you received the Products. In this case, you will receive a full refund of the price paid for the Products under that Contract (but not the cost of delivery of the Products to you for which you will be liable) in accordance with our refunds policy (set out in paragraph 9 below). You will also be liable for the costs of returning the Products to us. In addition, unless the product is defective or the return is a direct result of our errors, we reserved the right to charge a restocking fee of 20% of the purchase price paid plus any applicable tax which would be applied through a total reduced fund or credit.
7.5 How to cancel: To cancel a Contract as detailed under paragraph 7.3 or paragraph 7.4, you must:
7.5.1 contact us by email to wood@qandy.uk to let us know;
7.5.2 arrange prompt delivery of the Products back to us as soon as reasonably practicable (and in any event within the end of the relevant cancellation period);
7.5.3 return the Products to us at your own cost; and
7.5.4 ensure the Products are adequately packaged and carriage has been paid by you. We shall not accept any responsibility for damage caused by inadequate packaging by you. - FAULTY PRODUCTS
8.1 Quality of Products: We warrant that:
8.1.1 any Product will be delivered undamaged in the quantities ordered;
8.1.2 any Product will conform with the manufacturer’s latest published instructions as set out on the Site or in our Product materials at the time of your Order;
8.1.3 any Product will be of satisfactory quality; and
8.1.4 any Product will be reasonably fit for its purpose.
8.2 Use of Products: A Product is intended to be used strictly in accordance with the manufacturer’s latest published instructions as set out on the Site or as set out in any user instructions sent to you with the Product. It is the user’s responsibility to ensure that he or she uses the Product strictly in accordance with those instructions.
8.3 Minor Adjustments: Before delivery, we may make minor adjustments to material, colour, weight, measurements, design and other features to the extent that they are reasonable and necessary.
8.4 Inspection: We try very hard to deliver Products in excellent condition. However, if you tell us that any Product is faulty, you agree to keep the Product in its current condition available for us (or our agent) to inspect within a reasonable time.
8.5 Assistance to remedy faulty Products: 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:
8.5.1 you specifying with reasonable detail the way in which it is alleged that the Product is damaged or defective;
8.5.2 you providing to us photographic evidence, on request; and
8.5.3 you providing us with the delivery note number and such other information as we reasonably require.
8.6 When we won’t repair, replace or refund: If you would like us to repair, replace or provide a refund for the Product where it did conform to the Contract under which it was ordered and delivered and we find that the Product has:
8.6.1 been misused, abused or subjected to neglect, improper or inadequate care, carelessness, damage or abnormal conditions; or
8.6.2 been involved in any accident or damage caused by an incorrect attempt at modification or repair; or
8.6.3 been dealt with or used contrary to our or the manufacturer’s instructions for the Product; or
8.6.4 deteriorated through normal wear and tear;
after delivery by us, we may at our discretion decide not to repair, replace or refund you for the Product and/or we may require you to pay all reasonable carriage costs and servicing costs at our current standard fees and costs and charge this to your payment card, and, to the extent permitted by law, we shall not be liable to you for any losses, liabilities, costs, damages, charges or expenses as a result.
8.7 What we don’t limit or exclude liability for: Nothing in a Contract excludes or limits our liability for death or personal injury caused by our negligence, for fraud, for breach of your rights summarised in paragraph 8.8 or for any other liabilities that we cannot exclude as a
matter of law. Nothing in the Contract overrides your statutory consumer rights if you are a consumer.
8.8 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with our Contract with you. See the box below for a summary of your key legal rights in relation to a Product.
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
up to 30 days: if your goods are faulty, then you can get an immediate refund.
up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back. - REFUNDS
9.1 Returns: If you return a Product to us:
9.1.1 because you have cancelled the Contract between us under your rights to cancel when a Product is not faulty (these rights are set out in paragraphs 7.3 and 7.4), we will process the refund due to you as soon as possible after any relevant Product has been safely returned to us and, in any case, within 14 days of the day on which we receive the returned Product. That refund will refund the price of the Product in full. Also:
(a) if you are cancelling under your right to cancel set out in paragraph 7.3, we will also refund any applicable delivery charges of delivering any Product under that Contract to you in the first place. You will be responsible for the costs of delivery any Product back to us; or
(b) if you are cancelling under your right to cancel set out in paragraph 7.4, we will not refund any applicable delivery charges of delivering any Product under that Contract to you in the first place and you will be responsible for this. You will also be responsible for the costs of delivery any Product back to us;
9.1.2 because it is faulty (and see paragraph 8 for what this means), we will examine the returned Product and will notify you of your entitlement to a refund, by email, within a reasonable period of time. If you are entitled to a refund, we will usually process it as soon as possible and, in any case, within 14 days of the day we confirmed to you by email that you were entitled to it. We will refund the price of a defective Product in full including any applicable delivery charges of delivering the Product to you in the first place and we will arrange collection of the faulty products, you must return the Product to the exact spot where delivery was originally accepted. In exceptional circumstances, we may ask you to return the product to us and refund your reasonable costs of delivery of the Product back to us, subject to your having provided satisfactory proof of these reasonable costs.
9.2 Refund method: We will usually refund any money received from you using the same method originally used by you to pay for your purchase. - REGISTRATION FOR THE SITE
10.1 Need for an Account: If you would like to place an order with us, you will need to register for an account.
10.2 Registration details: We will store your details for the purpose of facilitating transactions.
10.3 Email addresses: If you provided us your email address, we would use to send you invoice and other documents relating to your order unless you tell us not to do so.
10.4 Closing Accounts: We reserve the right to close your Account for any legal or protective reasons. - INFORMATION AND NEWSLETTERS
11.1 Mailing lists: When you place an Order, we may ask for your express consent to add your details to our mailing lists for news, updates, promotions and voucher codes. Our use of your personal data shall be in compliance with our Privacy and Cookies Policy .
11.2 Unsubscribing: Any information or newsletter that we send to you will contain information for you to unsubscribe from our mailing list. Alternatively, to unsubscribe contact us on 03333 110 888 or email us on wood@qandy.uk. - CIRCUMSTANCES BEYOND OUR CONTROL
12.1 Circumstances beyond our control: We shall not be liable to you for any breach, hindrance or delay in the performance of a Contract of these Terms attributable to any cause beyond our reasonable control, including any Act of God, actions of third parties (including without limitation hackers, suppliers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil commotion, war, hostilities, warlike operations, national emergencies, terrorism, piracy, arrests, restraints or detainments of any competent authority, strikes or combinations or lock-out of workmen, epidemic, pandemic (including COVID), fire, explosion, storm, flood, drought, weather conditions, earthquake, fracking issues, natural disaster, accident, mechanical breakdown, third party software, failure or problems with public utility supplies (including general: electrical, telecoms or Internet failure), shortage of or inability to obtain supplies, materials, equipment or transportation (or an “Event of Force Majeure for short), regardless of whether the circumstances in question could have been foreseen.
12.2 Terminating: Either you or we may terminate any Contract immediately by written notice to the other in the event that the Event of Force Majeure lasts for a period of two Business Days or more, in which case, neither you nor we shall be liable to the other because of such termination (other than for the refund of a Product already paid for by you and not delivered which shall always be responsible for).
12.3 Choosing who to supply: If we have been contracted to provide identical or similar Products to more than one buyer and are prevented from fully meeting our obligations to you because of an Event of Force Majeure, we may decide at our absolute discretion which contracts we will perform and to what extent. - OUR RIGHTS TO END THE CONTRACT
This paragraph 13.1 applies to business customers and not individuals who are purchasing as consumers.
13.1 Breach or debt: Subject to provisions of the Corporate Insolvency and Governance Act 2020 to the contrary, if you:
13.1.1 are in breach of any or your obligations under a Contract; or
13.1.2 are unable to pay your debts or have a petition for administration or winding up presented against you or commence winding up proceedings or have a receiver or manager appointed over any of your property or assets or are the subject of a bankruptcy petition or enter into any composition with creditors generally or take or suffer any steps preparatory thereto or if any distress or execution is levied or threatened to be levied on any of your property or assets; we may terminate that Contract immediately on giving notice in writing and retain any advance payment and you shall indemnify us against all claims, losses, damages, liabilities, costs and expenses of whatsoever nature resulting from any such termination and all sums due to us from you shall become immediately payable.
Paragraphs 13.2, 13.3 and 13.4 apply to all customers.
13.2 We may end a Contract if you break it: We may end any Contract for a Product at any time by writing to you if:
13.2.1 you do not make any payment to us when it is due and you still do not make payment within 3 days of us reminding you that payment is due; or
13.2.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide a Product, for example, confirming any outstanding order requirements; or
13.2.3 you do not, within a reasonable time, allow us to deliver any Product to you or collect it from us.
You must compensate us if you break a Contract. If we end a Contract in the situations set out above we will refund any money you have paid in advance for any Products under it that we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking that Contract.
13.3 We may withdraw any Product: We may write to you to let you know that we are going to stop providing any particular Product. We will let you know as soon as reasonably possible in advance of our stopping the supply of a Product and will refund any sums you have paid in advance for such a Product that will not be provided.
13.4 Effect of termination: Termination of a Contract will not affect:
13.4.1 any accrued rights or remedies of either you or us; and
13.4.2 the coming into force or continuing in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination. - YOUR RIGHTS TO END THE CONTRACT
14.1 If you end a Contract for a reason set out below that Contract will end immediately and we will refund you in full for any Products that have not been provided under it and you may also be entitled to compensation. Those reasons are:
14.1.1 we have provided a Product that has proven to be faulty;
14.1.2 we have told you about an upcoming change to a Product that you do not agree to;
14.1.3 we have told you about an error in the price or description of a Product you have ordered and for which we have sent you a Notice of Confirmation and you do not wish to proceed;
14.1.4 you have a legal right to end the Contract because of something we have done wrong. - NOTICES
15.1 Form of notice: Any notice under a Contract shall be in writing and may be served by personal delivery or by pre-paid or recorded delivery letter or by facsimile or email addressed to the relevant party at the address or facsimile number of the relevant party last known to the other.
15.2 When notices are effective: Any notice given by post shall be deemed to have been served 2 Business Days after it has been posted. Any notice given by email shall be deemed to have been served when the email has been proved to be received by the recipient’s server. In proving that service it is sufficient to prove that the letter was properly addressed or numbered and, as the case may be, posted as a prepaid or recorded delivery letter or dispatched. - GENERAL
16.1 Keeping records: We keep a record of any Order and any Contract until six years after that Contract is finished. We also advise you to print and keep a copy of these Terms, your Order, the Acknowledgement and any Confirmation of Order – which make up a Contract.
16.2 Non-waiver of rights: If we do not insist immediately that you do anything you are required to do under a Contract or these Terms, or
if we delay in taking steps against you in respect of your breaking a Contract or these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
16.3 Unenforceability: If any paragraph in these Terms or a Contract is invalid or unenforceable, that will not affect any other paragraph or part of any paragraph, all of which shall remain in full force and effect.
16.4 Non-assignment: You shall not assign or transfer or purport to assign or transfer a Contract or any rights you may have under a Contract or these terms to any other person.
16.5 No partnership etc.: Nothing in a Contract or these Terms shall create or be deemed to create a partnership, an agency or a relationship of employer and employee between you and us.
16.6 No third party rights: A person who is not a party to these Terms or a Contract has no rights under those Terms or that Contract.
16.7 Dispute resolution in court: Apart from what we say in paragraph 16.8, any dispute or claim arising out of or in connection with these Terms or a Contract or their formation (including non-contractual disputes or claims) is subject to the exclusive jurisdiction of the English courts, except:
16.7.1 if you are a consumer and you live in Wales you can also bring legal proceedings in the Welsh courts;
16.7.2 if you are a consumer and you live in Scotland you can also bring legal proceedings in the Scottish courts; or
16.7.3 if you are a consumer and you live in Northern Ireland you can also bring legal proceedings in the Northern Irish courts.
16.8 Dispute resolution: Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to The Retail Ombudsman via their website at www.theretailombudsman.org.uk. The Retail Ombudsman will not charge you for making a complaint and if you are not satisfied with the outcome you can still bring legal proceedings. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
16.9 Language: All dealings, correspondence and contacts between us shall be made or conducted in English.
16.10 Governing law: These Terms and any Contract and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law.