Terms and Conditions

TERMS AND CONDITIONS


BACKGROUND:


These Terms and Conditions, together with any and all other documents referred to herein, set out the terms under which Goods are sold by Us through this website, www.trioving-stockist.com (“Our Site”).  Please read these Terms and Conditions carefully and ensure that you understand them before ordering any Goods from Our Site.  You will be required to read and accept these Terms and Conditions when ordering Goods.  If you do not agree to comply with and be bound by these Terms and Conditions, you will not be able to order Goods through Our Site.  These Terms and Conditions, as well as any and all Contracts are in the English language only.



  1. Definitions and Interpretation

      1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:


“Contract”

means a contract for the purchase and sale of Goods, as explained in Clause 8;

“Dispatch Confirmation”

means our acceptance and confirmation of your Order;

“Goods”

means the goods sold by Us through Our Site;

“Order”

means your order for Goods;

“We/Us/Our”

means Moana Limited , a company registered in England under 44790970, whose registered address is 24 Cornwall Road, Dorchester, DT1 1RX


  1. Information About Us

      1. Our Site, www.trioving-stockist.com, is owned and operated by Moana Limited, a limited company registered in England under 44790970, whose registered address is 24 Cornwall Road, Dorchester, DT1 1RX


  1. Access to and Use of Our Site

      1. Access to Our Site is free of charge.

      2. It is your responsibility to make any and all arrangements necessary in order to access Our Site.

      3. Access to Our Site is provided “as is” and on an “as available” basis.  We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice.  We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.

      4. Use of Our Site is subject to our Website Terms of Use.  Please ensure that you have read them carefully and that you understand them.


  1. Age Restrictions

      1. Consumers may only purchase Goods through Our Site if they are at least 18 years of age.

      2. None of the Goods on Our Site may be purchased by anyone under 18 years of age.


  1. Business Customers

These Terms and Conditions do not apply to customers purchasing Goods in the course of business.  If you are a business customer, please consult our Business Terms of Sale which are shown lower on this page.


  1. International Customers

If Goods are being ordered from outside the United Kingdom, import duties and taxes may be incurred once your Goods reach their destination.  We are not responsible for such charges and We undertake to make no calculations or estimates in this regard.  If you are buying internationally, you are advised to contact your local customs authorities for further details on costs and procedures.  As the purchaser of the Goods, you will also be the importer of record and as such should ensure that your purchase is in full compliance with the laws of the country into which the Goods are being imported.  Please be aware that Goods may be inspected on arrival at port for customs purposes and We cannot guarantee that the packaging of your Goods will be free of signs of tampering.  Please also be aware that United Kingdom consumer protection laws may not apply.


  1. Goods, Pricing and Availability

      1. We make all reasonable efforts to ensure that all descriptions and graphical representations of Goods available from Us correspond to the actual Goods.  Please note, however, the following:

          1. Images of Goods are for illustrative purposes only.  There may be slight variations in colour between the image of a product and the actual product sold due to differences in computer displays and lighting conditions;

          2. Images and/or descriptions of packaging are for illustrative purposes only, the actual packaging of Goods may vary.

      2. Please note that sub-Clause 7.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to minor variations of the correct Goods, not to different Goods altogether.  Please refer to Clause 11 if you receive incorrect Goods (i.e. Goods that are not as described).

      3. Where appropriate, you may be required to select the required size, model, finish, number, of the Goods that you are purchasing.

      4. We neither represent nor warrant that Goods will be available. Stock indications are provided on Our Site, however such indications vary minute by minute depending on other orders placed with ourselves

      5. We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online.  We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary.  Changes in price will not affect any order that you have already placed (please note sub-Clause 7.8 regarding VAT, however).

      6. All prices are checked by Us when We process your Order.  In the unlikely event that We have shown incorrect pricing information, please note the following:

          1. We will contact you in writing before proceeding with your Order to inform you of the mistake and to ask you how you wish to proceed.  We will give you the option to purchase the Goods at the correct price or to cancel your Order (or the affected part thereof).  We will not proceed with processing your Order until you respond.  If We do not receive a response from you within 3 days, We will treat your Order as cancelled and notify you of the same in writing.

      7. In the event that the price of Goods you have ordered changes between your Order being placed and Us processing that Order and taking payment, you will be charged the price shown on Our Site at the time of placing your Order.

      8. Delivery charges are not included in the price of Goods on Our Site. Delivery options and related charges will be presented to you as part of the order process.

      9. All prices on the Website do not include VAT.


  1. Orders – How Contracts Are Formed

      1. Our Site will guide you through the ordering process.  Before submitting your Order to Us you will be given the opportunity to review your Order and amend it.  Please ensure that you have checked your Order carefully before submitting it.

      2. No part of Our Site constitutes a contractual offer capable of acceptance.  Your Order constitutes a contractual offer that We may, at Our sole discretion, accept.  Our acknowledgement of receipt of your Order does not mean that we have accepted it.  Our acceptance is indicated by Us sending you a Dispatch Confirmation by email.  Only once We have sent you a Dispatch Confirmation will there be a legally binding Contract between Us and you.

      3. Dispatch Confirmations shall contain the following information:

          1. Confirmation of the Goods ordered including full details of the main characteristics of those Goods;

          2. Fully itemised pricing for the Goods ordered including, where appropriate, taxes, delivery and other additional charges;

      4. We will also include a paper copy of the Dispatch Confirmation with your Goods.

      5. If We, for any reason, do not accept or cannot fulfil your Order, no payment shall be taken under normal circumstances. If We have taken payment any such sums will be refunded to you as soon as possible and in any event within 7 working days.


  1. Payment

      1. Payment for Goods and related delivery charges must always be made in advance and you will be prompted to pay during the order process.

      2. We accept the following methods of payment on Our Site:

          1. Credit cards;

          2. Debits cards;

          3. Paypal.


  1. Delivery, Risk and Ownership

      1. All Goods purchased through Our Site will normally be delivered within 30 calendar days of the date of Our Dispatch Confirmation unless otherwise agreed (subject to delays caused by events outside of Our control, for which see Clause 15).

      2. If We are unable to deliver the Goods on the delivery date (if, for example, no one is available at your address to receive the Goods) We will contact you by email.

      3. In the unlikely event that We fail to deliver the Goods within 30 calendar days of Our dispatch confirmation (unless otherwise agreed as under sub-Clause 10.1), if any of the following apply you may cancel your Order immediately:

          1. We have refused to deliver your Goods.

      4. If you do not wish to cancel under sub-Clause 10.3 or if none of the specified circumstances apply, you may specify a new (reasonable) delivery date.  If We fail to meet the new deadline, you may then cancel your Order.

      5. You may cancel all or part of your Order under sub-Clauses 10.3 or 10.4 provided that separating the Goods in your Order would not significantly reduce their value.  Any sums that you have already paid for cancelled Goods and their delivery will be refunded to you.  Please note that if any cancelled Goods are delivered to you, you must return them to Us or arrange with Us for their collection.  In either case, We will bear the cost of returning the cancelled Goods.

      6. Delivery shall be deemed complete once We have delivered the Goods to the address provided in your Order.

      7. The risk in the Goods shall remain with Us until they come into your physical possession.

      8. Ownership of the Goods passes to you once we have received payment in full of all sums due (including any applicable delivery charges).


  1. Faulty, Damaged or Incorrect Goods

      1. By law, We must provide goods that are of satisfactory quality, fit for purpose, as described at the time of purchase, in accordance with any pre-contract information We have provided, and that match any samples or models that you have seen or examined (unless We have made you aware of any differences).  If any digital content is included in the Goods, that digital content must also conform.  If any Goods you have purchased do not comply and, for example, have faults or are damaged when you receive them, or if you receive incorrect Goods, please contact Us as soon as reasonably possible to inform Us of the fault, damage or error, and to arrange for a refund, repair or replacement.

      2. Beginning on the day that you receive the Goods (and ownership of them) you have a 30 Calendar Day right to reject the Goods and to receive a full refund if they do not conform as stated above.  Alternatively, you may request a repair of the Goods or a replacement.  We will bear any associated costs and will carry out the repair or replacement within a reasonable time and without significant inconvenience to you.  In certain circumstances, where a repair or replacement is impossible or otherwise disproportionate, We may instead offer you a full refund.  If you request a repair or replacement during the 30 Calendar Day rejection period, that period will be suspended while We carry out the repair or replacement and will resume on the day that you receive the replacement or repaired Goods.  If less than 7 Calendar Days remain out of the original period, it will be extended to 7 Calendar Days.  If, after a repair or replacement, the Goods still do not conform (or if We cannot do so as previously described, or have failed to act within a reasonable time or without significant inconvenience to you), you may have the right either to keep the Goods at a reduced price, or to reject them in exchange for a refund.  If you exercise the final right to reject the goods more than six months after you have received the Goods (and ownership of them), We may reduce any refund to reflect the use that you have had out of the Goods.

      3. Please note that you will not be eligible to claim under this Clause 11 if We informed you of the fault(s), damage or other problems with the Goods before your purchase of the them (and it is because of the same issue that you now wish to return them); if you have purchased the Goods for an unsuitable purpose that is neither obvious nor made known to Us and the problem has resulted from your use of the Goods for that purpose; or if the problem is the result of normal wear and tear, misuse or intentional or careless damage.  Please also note that you may not return Goods to Us under this Clause 11 merely because you have changed your mind.  If you are a consumer in the European Union you have a legal right to a 14 calendar day cooling off period within which you can return Goods for this reason.  Please refer to Clause 12 for more details.

      4. To return Goods to Us for any reason under this Clause 11, please contact Us to arrange for a collection and return.  We will be fully responsible for the costs of returning Goods under this Clause 11 and will reimburse you where appropriate.

      5. Refunds (whether full or partial, including reductions in price) under this Clause 11 will be issued within 14 Calendar Days of the day on which We agree that you are entitled to the refund.

      6. Any and all refunds issued under this Clause 11 will include all delivery costs paid by you when the Goods were originally purchased.

      7. For further information on your rights as a consumer, please contact your local Citizens’ Advice Bureau or Trading Standards Office.

  1. Cancelling and Returning Goods if You Change Your Mind

      1. If you are a consumer in the European Union, you have a legal right to a “cooling off” period within which you can cancel the Contract for any reason.  This period begins once your Order is complete and We have sent you your Dispatch Confirmation, i.e. when the Contract between you and Us is formed.

          1. If the Goods are being delivered to you in a single instalment (whether single or multiple items), the cooling off period ends 14 calendar days after the day on which you receive the Goods.

          2. If the Goods are being delivered in separate instalments on separate days, the cooling off period ends 14 calendar days after the day on which you receive the final instalment of Goods.

          3. If your order is for the regular delivery of Goods over a defined period, the cooling off period ends 14 calendar days after the day on which you receive the first delivery of Goods.

      2. If you wish to exercise your right to cancel under this Clause 12, you must inform Us of your decision within the cooling off period.  You may do so in any way you wish. Cancellation by email or by post is effective from the date on which you send Us your message.  Please note that the cooling off period lasts for whole calendar days.  If, for example, you send Us an email or letter by 23:59 on the final day of the cooling off period, your cancellation will be valid and accepted.  If you would prefer to contact Us directly to cancel, please use the following details:

          1. Email: info@trioving-stockist.com

      3. We may ask you why you have chosen to cancel and may use any answers you provide to improve Our Goods and services, however please note that you are under no obligation to provide any details if you do not wish to.

      4. Please note that you may lose your legal right to cancel under this Clause 12 in the following circumstances:

          1. If the Goods are sealed for health or hygiene reasons and you have unsealed those Goods after receiving them;

          2. If the Goods consist of sealed audio or video recordings (e.g. CD or DVD) or sealed computer software and you have unsealed the Goods after receiving them;

          3. If the Goods have been inseparably mixed with other items (according to their nature) after you have received them.

      5. Please ensure that you return Goods to Us no more than 14 calendar days after the day on which you have informed Us that you wish to cancel under this Clause 12.

      6. You may request that We collect the Goods from you.  Please ensure that the Goods are ready for collection at the agreed time and location.

      7. You may return Goods to Us by post or another suitable delivery service of your choice to Our returns address at Unit 10, MB9, Didcot Rd. Poole, Dorset BH17ODG.  Please note that you must bear the costs of returning Goods to Us if cancelling under this Clause 12. We will also charge you the direct cost to Us of collection if you request that We collect the Goods from you. The cost of returning Goods to Us should not normally exceed the cost of having them originally delivered to you if you use the same carrier.

      8. Refunds under this Clause 12 will be issued to you within 14 calendar days of the following:

          1. The day on which We receive the Goods back; or

          2. The day on which you inform Us (supplying evidence) that you have sent the Goods back (if this is earlier than the day under sub-Clause 12.8.1); or

          3. If We are collecting the Goods under sub-Clause 12.6, the day on which you inform Us that you wish to cancel the Contract; or

          4. If We have not yet provided a Dispatch Confirmation or have not yet dispatched the Goods, the day on which you inform Us that you wish to cancel the Contract.

      9. Refunds under this Clause 12 may be subject to deductions in the following circumstances:

      10. Refunds may be reduced for any diminished value in the Goods resulting from your excessive handling of them.  For the purposes of this Clause 12, “excessive handling” means any more handling than is reasonable required to ascertain the nature and characteristics of the Goods in question (e.g. no more than would be permitted in a shop).  Please note that if We issue a refund before We have received the Goods and have had a chance to inspect them, We may subsequently charge you an appropriate sum if We find that the Goods have been handled in a way that would otherwise entitle Us to reduce your refund.

      11. Refunds under this Clause 12 will be made using the same payment method that you used when ordering the Goods.

      12. Please note note non EU international orders are subject to a 25% re-stocking charge.

      13. All returns will be declined after 14 days from date of delivery.


  1. Guarantee[s]

      1. We guarantee that for a period of 1 year from the date of delivery, the Goods will be free from material defects.  This guarantee is subject to the exceptions listed in sub-Clause 13.2.

      2. Our guarantee does not apply to any defects in the Goods caused by:

          1. Normal wear and tear;

          2. Deliberate damage and/or misuse of the Goods;

          3. Accidental damage;

          4. Failure to use the Goods in accordance with their instructions (where applicable); or

          5. The alteration or repair of the Goods by you or any third party that is not authorised by Us.

      3. Our guarantee exists in addition to your legal rights as a consumer (that the Goods match their description, that they are of satisfactory quality and that they are fit for purpose).  For Goods that do not match their description, are not of satisfactory quality, or are not fit for purpose, please refer to Clause 11.  More information on your rights as a consumer can be obtained from your local Citizens’ Advice Bureau or Trading Standards Office.

      4. We are not the manufacturer of the Goods, the Goods are provided with a manufacturer’s guarantee. The manufacturer’s guarantee exists in addition to your legal rights as a consumer (that the Goods match their description, that they are of satisfactory quality and that they are fit for purpose).  For Goods that do not match their description, are not of satisfactory quality, or are not fit for purpose, please refer to Clause 11.  More information on your rights as a consumer can be obtained from your local Citizens’ Advice Bureau or Trading Standards Office.


  1. Our Liability

      1. Any liability which we may incur to you in contract or tort (including liability in negligence) arising out of or as a result of:

        2.1 Any failure to supply or deliver goods;
        2.2 Any delay in delivery of goods;
        2.3 Any defect in any goods or service; 
        2.4 failure of a product to perform where liability for testing for suitability lays with you;

        shall be limited to the purchase price of the goods in question. Your statutory rights are not affected.

      2. Customers shall ensure that any person installing products supplied by Moana Limited have been trained or have the necessary tools and knowledge to install these products.

      3. We only supply Goods for domestic and private use by consumers.  We make no warranty or representation that the Goods are fit for commercial, business or industrial use of any kind (including resale).  We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.

      4. Nothing in these Terms and Conditions seeks to exclude or limit Your legal rights as a consumer.  For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.


  1. Events Outside of Our Control (Force Majeure)

      1. We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control.  Such causes include, but are not limited to: power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots and other civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism (threatened or actual), acts of war (declared, undeclared, threatened, actual or preparations for war), epidemic or other natural disaster, or any other event that is beyond Our reasonable control.

      2. If any event described under this Clause 15 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms and Conditions:

          1. We will inform you as soon as is reasonably possible;

          2. Our obligations under these Terms and Conditions (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;

          3. We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Goods as necessary;

          4. If the event outside of Our control continues for more than 1 week We will cancel the Contract and inform you of the cancellation.  Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event within 1 week of the date on which the Contract is cancelled;

          5. If an event outside of Our control occurs and continues for more than 2 weeks and you wish to cancel the Contract as a result, you may do so.  Any refunds due to you as a result of such cancellation will be paid to you as soon as is reasonably possible and in any event within 1 week of the date on which the Contract is cancelled.

          6. If the contract is cancelled by you or by Us under this Clause 15, any relevant Goods that must be returned will be returned at Our expense (with Us reimbursing you where appropriate).


  1. Communication and Contact Details

      1. If you wish to contact Us with general questions or complaints, you may contact Us by by email at info@trioving-stockist.com, or by post at Unit 10, MB9, Didcot Rd. Poole, BH17ODG.

      2. For matters relating the Goods or your Order, please contact Us by by email at info@trioving-stockist.com, or by post at Unit 10, MB9, Didcot Rd. Poole, BH17ODG.

      3. For matters relating to cancellations, please contact Us by by email at info@trioving-stockist.com, or by post at Unit 10, MB9, Didcot Rd. Poole, BH17ODG.

      4. ., or refer to the relevant Clauses above.


  1. Complaints and Feedback

      1. We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.

      2. If you wish to complain about any aspect of your dealings with Us, please contact Us in one of the following ways:

          1. In writing, addressed to Moana Limited, Unit 10, MB9, Didcot Rd. Poole, BH17ODG.

          2. By email, addressed to info@trioving-stockist.com


  1. How We Use Your Personal Information (Data Protection)

      1. All personal information that We may collect (including, but not limited to, your name, address and telephone number) will be collected, used and held in accordance with the provisions of the Data Protection Act 1998 and your rights under that Act.

      2. We may use your personal information to:

          1. Provide Our Goods and services to you;

          2. Process your Order (including payment) for the Goods.

      3. We will not pass on your personal information to any third parties.


  1. Other Important Terms

      1. We may transfer (assign) Our obligations and rights under these Terms and Conditions (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business).  If this occurs, you will be informed by Us in writing.  Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.


      1. You may not transfer (assign) your obligations and rights under these Terms and Conditions (and under the Contract, as applicable) without Our express written permission.

      2. The Contract is between you and Us.  It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.  If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions.  The remainder of these Terms and Conditions shall be valid and enforceable.

      3. No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.

      4. We may revise these Terms and Conditions from time to time in response to changes in relevant laws and other regulatory requirements.  If We change these Terms and Conditions as they relate to your Order, We will give you reasonable advance notice of the changes and provide details of how to cancel if you are not happy with them.  If you do opt to cancel, you must return any affected Goods you have already received and we will arrange for a full refund (including delivery charges) which will be paid within 1 week of your cancellation.


  1. Law and Jurisdiction

      1. These Terms and Conditions, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed in accordance with, English law.

      2. Any disputes concerning these Terms and Conditions, the relationship between you and Us, or any matters arising therefrom or associated therewith (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.



BUSINESS TERMS AND CONDITIONS FOR THE SALE OF GOODS


  1. Application of Terms and Conditions

    1. The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller.

    2. These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such order is made or purported to be made, by the Buyer.


  1. Interpretation

    1. In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:


“Business Day”

means any day other than a Saturday, Sunday or bank holiday;

“Buyer”

means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

“Contract”

means the contract for the purchase and sale of the Goods which shall incorporate, and be subject to, these Terms and Conditions;

“Contract Price”

means the price stated in the Contract payable for the Goods;

“Delivery Date”

means the date on which the Goods are to be delivered as stipulated in the Buyer’s order and accepted by the Seller, as evidenced in the Contract;

“Goods”

means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with the Contract;

“Month”

means a calendar month; and

“Seller”

means Moana Limited, a company registered in England under 44790970 of 24 Cornwall Road, Dorchester, DT1 1RX, United Kingdom and includes all employees and agents of Moana Limited.


  1. Unless the context otherwise requires, each reference in these Terms and Conditions to:

    1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

    2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

    3. “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;

    4. a Schedule is a schedule to these Terms and Conditions; and

    5. a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.

    6. a “Party” or the “Parties” refer to the parties to these Terms and Conditions.

  2. The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.

  3. Words imparting the singular number shall include the plural and vice versa.

  4. References to any gender shall include the other gender.


  1. Basis of Sale

    1. The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing.  In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.

    2. No variation to these Terms and Conditions, or to the Contract, shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.

    3. Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance.  No contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods or has accepted an order placed by the Buyer by whichever is the earlier of:

      1. the Seller’s written acceptance;

      2. delivery of the Goods; or

      3. the Seller’s invoice.

    4. Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, 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.


  1. Orders and Specifications

    1. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.

    2. The specification for the Goods shall be that set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order (if such variation(s) is/are accepted by the Seller).  The Goods will only be supplied in the minimum units thereof stated in the Seller’s price list or in multiples of those units.  Orders received for quantities other than these will be adjusted accordingly. 

    3. Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.

    4. The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.

    5. No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation.


  1. Price

    1. The Contract Price of the Goods shall be the price listed in the Seller’s price list current at the date of acceptance of the Buyer’s order or such other price as may be agreed in writing by the Seller and the Buyer.

    2. Where the Seller has quoted a price for the Goods other than in accordance with the Seller’s published price list the price quoted shall be valid for 20 days only or such lesser time as the Seller may specify.

    3. The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions. 

    4. The Seller may allow the Buyer quantity discounts subject to and in accordance with the conditions set out in the Seller’s published price list for the Goods current at the date of acceptance of the Buyer’s order.

    5. Any settlement discount specified by the Seller in the Contract will be allowed by the Seller to the Buyer in respect of Goods for which payment is received by the Seller on or before the due date and otherwise in accordance with the payment terms set out in these Terms and Conditions and provided that no other amounts owing by the Buyer to the Seller are overdue and unpaid.

    6. Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in writing between the Buyer and the Seller, all prices are inclusive of the Seller’s charges for packaging and transport.

    7. The Contract Price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.


  1. Payment

    1. Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the Contract Price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the Contract Price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.

    2. The Buyer shall pay the Contract Price of the Goods (less any discount or credit allowed by the Seller, but without any other deduction, credit or set off) within 1 Business Days of the date of the Seller’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller in respect of the Contract.  Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer.  The time for the payment of the Contract Price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.

    3. All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller.

    4. The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller.  If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding sub-Clause 6.2 of these Terms and Conditions, all amounts owing by the Buyer to the Seller shall be immediately payable in cash.


  1. Delivery

    1. Delivery of the Goods shall be made by the Seller delivering the Goods to the place in the United Kingdom specified in the Buyer’s order and/or the Seller’s acceptance and/or the Contract as the location to which the Goods are to be delivered by the Seller or, if no place of delivery is so specified, by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection.

    2. The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing.  The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.

    3. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.

    4. If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 10.1, risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.


  1. Non-Delivery

    1. If the Seller shall have no liability if he fails to deliver the Goods or any part thereof on the Delivery Date.


  1. Inspection/Shortage

    1. The Buyer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.

    2. Where the Goods cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.

    3. The Seller shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Clause 9 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to the Seller within 1 Business Days of delivery detailing the alleged damage or shortage.

    4. In all cases where defects or shortages are complained of the Seller shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Seller before any use is made thereof or any alteration or modification is made thereto by the Buyer.

    5. Subject to sub-Clauses 9.3 and 9.4, the Seller shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.



  1. Risk and Retention of Title

    1. Risk of damage to or loss of the Goods shall pass to the Buyer at:

      1. in the case of Goods to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer that the Goods are available for collection; or

      2. in the case of Goods to be delivered otherwise than at the Seller's premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.

    2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.

    3. Sub-Clause 10.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Contract Price of the Goods and any other goods supplied by the Seller and the Buyer has repaid all moneys owed to the Seller, regardless of how such indebtedness arose.

    4. Until payment has been made to the Seller in accordance with these Terms and Conditions and the Contract and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.

    5. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.

    6. The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 10.4. 

    7. The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if:

      1. the Buyer commits or permits any material breach of his obligations under these Terms and Conditions;

      2. the Buyer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;

      3. the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;

      4. the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or 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.


  1. Assignment

    1. The Seller may assign the Contract or any part of it to any person, firm or company without the prior consent of the Buyer.

    2. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.


  1. Defective Goods

    1. If on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Buyer gives written notice of such defect to the Seller within 2 Business Days of such delivery, the Seller shall at its option:

      1. replace the defective Goods within 28 Business Days of receiving the Buyer’s notice; or

      2. refund to the Buyer the price for those Goods (or parts thereof, as appropriate) which are defective;

but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice given by the Buyer as set out above.

  1. No Goods may be returned to the Seller without the prior agreement in writing of the Seller.  Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of such defective Goods but the Seller shall have no further liability to the Buyer.

  2. The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Seller’s prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.

  3. Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

  4. The Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.

  5. The Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.


  1. Buyer's Default

    1. If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:

      1. cancel the order or suspend any further deliveries to the Buyer;

      2. appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and

      3. charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 3% per annum above Bank of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

    2. This condition applies if:

      1. the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;

      2. the Buyer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;

      3. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;

      4. the Buyer ceases, or threatens to cease, to carry on business; or

      5. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.

    3. If sub-Clause 13.2 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.


  1. Limitation of Liability

    1. 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 respect of:

      1. any breach of these Terms and Conditions or the Contract;

      2. any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and 

      3. any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

      4. the Seller’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

      5. the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, 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.


  1. Confidentiality, Publications and Endorsements

    1. The Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller's prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer's default.

    2. The Buyer will not use, authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises, note paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its licensor.

    3. The Buyer will use its reasonable endeavours to ensure compliance with this Clause 15 by its employees, servants and agents.

    4. The provisions of this Clause 15 shall survive the termination of the Contract.


  1. Communications

    1. All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

    2. Notices shall be deemed to have been duly given:

      1. when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or

      2. when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

      3. on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

      4. on the tenth business day following mailing, if mailed by airmail, postage prepaid.

    3. All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.


  1. Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.


  1. Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.


  1. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.


  1. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.


  1. Law and Jurisdiction

    1. These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.

    2. Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.