Terms and Conditions Of Purchase
“Order” means this purchase order.
“Buyer” means Trafalgar Cleaning Equipment (UK) Ltd.
“Seller” means the person firm or company to whom the Order is addressed.
2. The Order
2.1 These conditions shall apply to the Order except to the extent that they may be inconsistent with any Special Conditions appearing on the face of or otherwise incorporated in the Order which shall have precedence over these Conditions. Such Special Conditions shall contain the complete and final agreement between the Buyer and the Seller and shall not be varied except with the written agreement of the Buyer and the Seller.
2.2 The Seller must accept the Order within 21 days of the date it bears or such other period as the Buyer may agree in writing. Failure to do so will give the Buyer the
right to cancel the Order.
2.3 The Buyer will not accept responsibility for any Goods unless supplied in accordance with an issued Order duly signed on behalf of the Buyer.
3. Delivery Conditions
3.1 Delivery of the Goods shall be made by the Seller to the Buyer’s agent at the Seller’s premises.
3.2 Delivery shall be strictly in accordance with the Order.
3.3 Any time or period for delivery despatch or completion shall be of the essence. The Buyer shall also be entitled to cancel the Order and/or claim reimbursement for all losses and expenses suffered in the event:-
3.3.1 The Seller fails to deliver the Goods or provide services in accordance with the terms of the Order.
3.3.2 The Seller fails to make progress with the Order so as to jeopardise the purpose of the Order.
3.4 All Goods must be properly and securely packed. The Buyer shall not pay for packing cases or containers but will return them to the Seller if so requested.
3.5 The Buyer’s representatives are to be allowed to visit the Seller’s premises at any reasonable time to check the progress of the work on the Goods and the Buyer’s representative shall be entitled on the authority of the Buyer to inspect the Goods which are the subject of the Order at any reasonable time at the Seller’s works or at the premises of permitted sub-contractor(s).
4. Quality Conditions
4.1 The Goods, the subject of this Order shall conform to United Kingdom safety standards and with technical specifications, drawings or other information and instructions specified in the Order or otherwise made known to the Seller by the Buyer.
4.2 The Seller warrants that:
4.2.1 The Goods are free from defects in design, materials and workmanship.
4.2.2 The Goods are of merchantable quality and fit for their intended purpose where made known to the Seller or reasonably to be inferred.
4.2.3 Any services shall be provided with the exercise of professional care and skill. These warranties shall survive any termination of this Order and are not affected by inspection, delivery, acceptance or payment and shall ensure the benefit of the Buyer’s successors, assignees, customers and users of the item or service provided.
4.3 The Buyer reserves the right to reject any of the goods which do not comply with the specification or which are not of the best quality or do not reach approved standards of design, material, workmanship or quality or which are not in accordance with the Seller’s samples approved by the Buyer. The Buyer may return such rejected supplies to the Seller at the Seller’s expense and risk and the Seller shall at the Buyer’s option credit the value of such goods to the Buyer or supply replacement supplies free of charge within a reasonable time without prejudice to any further remedies by way of damage or otherwise which the Buyer may have against the Seller.
No alternation to prices may be made without the consent of the Buyer in writing where prices have been agreed. Where prices are still to be agreed at the time of the Order is placed quotations must be submitted by the Seller and the confirming amendment be issued by the Buyer before invoices are rendered.
Invoices should be submitted to the Buyer stating the purchase order number.
Payment will be made within 60 days of the date of delivery of the goods by the Seller. No interest surcharge will be accepted by the Buyer.
8.1 In the event of a breach or non-observance of any of these conditions the Buyer may give the Seller written notice of such breach or non-observance and the Seller shall have 28 days from receipt of such notice in which to rectify the breach or non-observance. In the event of such notice the Seller should fail so to rectify then the Buyer shall have the right to give the Seller notice forthwith terminating the Order and obtain the Goods from another source. The Seller shall indemnify the Buyer from and against any excess cost resulting from the termination of the order and the arrangement of another source of supply of the Goods.
8.2 The Buyer shall have the right to give the Seller written notice forthwith terminating the Order without liability to the Buyer except in respect of Goods already delivered to the Buyer prior to such termination should the Seller:-
8.2.1 (Being an individual or firm) have any distress or execution levied upon a substantial part of its property or assets or offer to make or make an arrangement with its creditors or commit any act of bankruptcy or have a petition in bankruptcy presented against it or
8.2.2 (Being a limited liability company) pass a resolution for winding up or have any petition for winding up the said company presented, such winding up in either of the above cases being other than for the purpose of a bona fide amalgamation or reconstruction or
8.2.3 Have a receiver of its undertaking appointed or make a general assignment of its assets for the benefit of its creditors.
8.3 The Order and agreement arising hereunder may be terminated at any time by the Buyer giving the Seller notice in writing. A fair and reasonable price shall be paid for all work in progress or completed at the time of termination and subsequently supplied to the Buyer. The Buyer shall not be liable to make any other payment to the Seller (including payments in respect of economic or consequential loss or loss of profit) as a result of such termination.
8.4 Any termination of the Order shall not prejudice any rights which may have accrued to either party.
The Seller will settle or defend at its expense (and pay any damages costs or fines resulting from) all proceedings or claims against the Buyer and its customers for infringement, or alleged infringement, by any goods furnished under this Order, or any part of use thereof, of patents (including utility models and registered designs) now or hereafter granted in the United Kingdom or in any country where the Seller hereto before has furnished similar goods. The Seller will at the Buyer’s request identify the countries in which the Seller hereto before has furnished similar goods.
10. Seller’s Documentation
The Seller will provide the Buyer with all present and future instructions relating to the use of the Goods and in particular draw attention to any dangers which may be met with on their handling or application or in their use in processing.
11. Sub-Contracts by the Seller
No work on this Order may be sub-contracted by the Seller (except as is customary in the trade) nor shall the Seller assign any of its obligations hereunder without first obtaining written approval of the Buyer. All sub-contracts shall where applicable be placed subject to the same terms and conditions as those contained in this Order.
12. Product Support
The Seller shall comply with every requirement of the Buyer’s relevant specification or direction if any, relating to product support including inter alia the free of charge supply of technical data, publications, modifications and spares data and the requirement to provide warranties in favour of and for the benefit of customers of the Buyer to whom the Goods are delivered.
All notices and communications shall be in writing. Any notice or other communication sent to the Seller shall be sufficient if sent to an address notified to the Buyer for the purpose or to the address of the Seller last known to the Buyer. Notices or other communications sent by the Seller to the Buyer shall be sent to the address given for the Buyer on the face of the Order.
Any concession latitude or waiver allowed by the Buyer to the Seller in respect of any term hereof at any time shall not prevent the Buyer from subsequently enforcing that term and shall not be deemed a waiver of any subsequent breach.
Clause headings are for convenience only and shall not govern the interpretation of these Standard Conditions of Order.
In the event that any term condition or provision of the order shall be nullified or made void by any Governmental law, decree, regulation or order or by the decision or order of any court having jurisdiction the reaming terms, conditions and provisions of this Order shall remain in full force and effect.
These conditions shall be governed by construed and shall take effect in accordance with the Laws of England. Nothing in these conditions shall prejudice any condition or warranty (express or implied) or any other right or remedy to which the Buyer is entitled in relation to the Goods by virtue of statute law common law or otherwise.
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
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- any part of our site;
- any equipment or network on which our site is stored;
- any software used in the provision of our site; or
- any equipment or network or software owned or used by any third party.
- All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
- Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- wasted management or office time; and
- Chat rooms
- Bulletin boards
We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with the content standards (below).
- Be accurate (where they state facts).
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- Contain any material which is defamatory of any person.
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- Promote sexually explicit material.
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- Infringe any copyright, database right or trade mark of any other person.
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- Promote any illegal activity.
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- Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
- Immediate, temporary or permanent withdrawal of your right to use our site.
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- Issue of a warning to you.
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Further legal action against you.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
Terms of Sale
1.2 Any contract made with the Seller for the sale of goods or work shall incorporate and be subject to these conditions and any representation or warranty, written or orally made or given prior to the contract is hereby expressly excluded and all brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, price lists and other advertising matter are intended only to present a general idea of the goods described therein.
1.3 In the event that no quotation is given by the Seller and the Seller has received an order from the Buyer then provided that the Buyer shall have notice of these conditions, in such circumstances all goods are sold and all work is done subject to these conditions.
1.4 Unless otherwise agreed in writing, the Seller reserves the right to despatch or deliver goods of a modified design provided that any difference does not make the goods unsuitable for any purpose the Buyer has made known to the Seller.
1.5 The Seller reserves the right to subcontract the fulfilment of the order including any installation or any part thereof.
2 THE PRICE
All prices are exclusive of transport, packing and VAT. Costs of transport and packing will be added to all products supplied. VAT will be charged at the rate applicable at the date of invoice. In case of small orders the Seller shall be entitled to make a minimum order charge or to add a surcharge.
All accounts are payable on demand and are strictly net. If no demand is made, then all accounts must be paid within 30 days of invoice date. If at the date on which the Seller is ready to despatch or deliver the goods the Buyer delays delivery for any reason, the Seller may present invoices for full settlement with 30 days of that date, in default of payment and without prejudice to any other rights or remedies the Seller reserves the right to demand payment of all outstanding balances whether or not due and/or cancel all outstanding orders. Interest shall be charged on outstanding balances at the rate of 1.25% per month. The Buyer shall not be entitled to withhold or set-off payment for goods delivered or work done for any reason whatsoever.
This contract shall be subject to the provision that if at any time thereafter the Seller is advised of circumstances casting doubt on the Buyer’s creditworthiness or satisfactory security for payment is not given on request, the Seller may require payment of the whole or part of the purchase price from the Buyer in advance and pending such payment the contract shall be suspended. In the event of such advance payment not being made within a reasonable period stipulated by the Seller, the Seller may cancel the Buyer’s order without liability and the Buyer shall be responsible for any resulting loss to the Seller.
The risk in respect of all goods sold under the contract shall pass to the Buyer upon the despatch of the goods by the Seller from its premises notwithstanding agreement by the Seller to bear the cost of delivery or to deliver the goods itself. In any event the property in the goods shall not pass to the Buyer except as provided in clause 6 hereof.
6 TITLE RETENTION
6.1 Until the purchase price of the goods comprised in this or any other contract between the Buyer and the Seller shall have been paid or satisfied in full (if by cheque then only upon clearance):-
6.1.1 The property in the goods comprised in this contract remain vested in the Seller (notwithstanding the delivery of the same and the passing of the risk therein).
6.1.2 The Buyer shall store the goods in such a way that they can be readily identified as being the Seller’s property.
6.1.3 The Buyer shall on request inform the Seller of the precise location of each item of the goods identified where applicable by its serial number, by supplying the Seller at its expense within seven days of its request with a written schedule of the said locations.
6.1.4 The Buyer may sell the goods as the Seller’s agent in the normal course of the Buyer’s business and may pass good title to the Buyer’s customer being a bona fide purchaser for value without notice of the Seller’s rights on the following conditions:-
184.108.40.206 The Seller may at any time revoke the Buyer’s said power of sale in the circumstances set out in Clauses 3 and 4 of these conditions.
220.127.116.11 The Buyer’s power of sale shall automatically cease in any of the circumstances set out in Clause 13 of these conditions.
18.104.22.168 The Buyer shall notify the Seller without delay of any attachment of the goods or actions by third parties which might infringe the Seller’s title to the goods.
6.1.5 Upon determination of the Buyer’s power of sale the Seller shall be entitled by itself its servants or agents to enter upon any of the Buyer’s premises for the purpose of removing and repossessing such goods or their proceeds of sale and the Seller shall be entitled to claim from the Buyer the costs and expenses incurred by the Seller in and ancillary to the process of such removal and repossession.
6.1.6 Until title in the goods has passed to the Buyer the Buyer shall not purport to be the owner of the goods and shall not show such goods as stock in its accounts.
6.1.7 The Buyer shall insure the goods against theft or any damage howsoever caused until their price has been paid or until sale, whichever shall first occur and the Seller shall be entitled to call for details of the insurance policy. If the Buyer shall not insure the goods or shall fail to supply details of its insurance policy on demand to the Seller the Buyer shall reimburse the Seller for the cost of any insurance which the Seller may reasonably arrange in respect of any of the goods during the whole or any part of the period from the date of its delivery of the goods until the date of payment to it of their full purchase price.
6.2 Nothing in these conditions shall:
6.2.1 entitle the Buyer to return the goods or to delay payment therefor; or
6.2.2 constitute or be deemed to have constituted the Buyer as the Seller’s agent otherwise than for the purpose of this clause;
6.2.3 or render the Seller liable to any third party for any unauthorised representation or warranty made or given by the Buyer to such third party in relation to the goods;
6.2.4 prevent the Seller from maintaining an action for the price notwithstanding that the property in the goods may not have passed to the Buyer.
7 TITLE RETENTION (SCOTLAND)
In the case of sales of goods in Scotland, clause 6.1 hereof shall not apply, and in place thereof there shall be substituted the following clause: “6.1(a) Until the purchase price of the goods comprised in this contract between the Buyer and the Seller shall have been paid in full:”
8.1 Any dates given in the contract for despatch or delivery of goods or completion of the work (as the case may be) shall constitute estimates of expectation only and shall not be binding unless the contract otherwise expressly provides in writing signed by the Seller and subject to the provisions of sub-clauses 8.4 and 8.5 below the Buyer shall accordingly accept delivery of the goods when tendered and the work when completed.
8.2 The method and route of despatch of the goods shall be selected by the Seller which shall use its best endeavours to take into account in such selection the preferences of the Buyer. The Seller shall not be obliged to insure the goods against loss or damage in transit.
8.3 If notwithstanding the Seller’s best endeavours the Seller fails to despatch or deliver the goods or to complete the work by such date, such failure shall not constitute a breach of the contract and the Buyer shall not be entitled to claim compensation for such failure or for any consequential loss or damage resulting therefrom.
8.4 Subject to the provisions of sub-clause 8.3 above, where despatch or delivery or completion of the work is delayed by more than 4 weeks beyond the date given in the contract, the Buyer shall grant the Seller a reasonable extension period and if upon the expiry of the extension period the goods have not been despatched or delivered or the work has not been completed, the Buyer shall be entitled to withdraw from the contract upon written notice PROVIDING that if the Seller is prevented or hindered from supplying the goods or any part thereof or completing the work by any circumstances beyond its reasonable control further performance of the contract shall be suspended for so long as the Seller is prevented or hindered from supplying the goods or any part thereof or completing the work by any circumstances beyond its reasonable control further performance of the contract shall be suspended for so long as the Seller shall be so prevented or hindered. In the event of the performance of the contract being suspended for more than 3 consecutive months the Buyer may forthwith by notice in writing terminate the contract and in such circumstances the Buyer shall pay at the contract rate for all goods sold or work done by the Seller to the actual date of termination.
8.5 If at the date on which the Seller is ready to despatch or deliver the goods the Buyer delays acceptance thereof for any reason whatsoever, the goods will be stored by the Seller but the Buyer shall pay to the Seller an amount equivalent to what the Buyer would be liable to pay if the goods had in fact been despatched or delivered together with reasonable storage charges for the period of delay and the cost of any additional handling and transporting incurred. If on the expiry of 3 months after the date on which the Seller is ready to despatch or deliver the goods the Buyer has not accepted the goods, the Seller reserves the right immediately to cancel the Buyer’s order. This cancellation shall entitle the Seller to dispose of the goods and obtain from the Buyer compensation for loss of profit in addition to any other sums due to the Seller under these conditions.
8.6 Claims in respect of apparent incomplete or incorrect supplies or of goods damaged in transit must be notified to the carrier and to the Seller as soon as possible and in any event not later than 3 working days after receipt of the goods at the place of destination.
8.7 Claims in respect of non-delivery of goods must be made as soon as possible and in any event within 3 working days of the receipt by the Buyer of the Seller’s invoice.
9 CONTRACTS FOR WORK
If the contract is for and includes work to be done by the Seller whether of installation commissioning repair rectification or improvement, then unless the contract otherwise provides the following additional provisions shall apply thereto:
9.1 The Seller shall be obliged to carry out such work only during the Seller’s normal working hours, if the Buyer requests that overtime be worked and the Seller agrees thereto such overtime shall be paid for by the Buyer at the rate stipulated by the Seller.
9.2 If the work is to be carried out at the Buyer’s premises or on the Buyer’s request at the premises of any other person then the Buyer shall undertake to provide or to procure the provision of
9.2.1 proper and safe storage and protection of all goods, tools, plant equipment and materials on site
9.2.2 free and safe access to the site and to the place at which the work is to be carried out
9.2.3 all facilities and services necessary to enable such work to be carried out safely and expeditiously
9.2.4 (if such work includes the installation of any goods) all builders work, foundations, cutting away and making good required and the ready availability of all plan and equipment so as to permit the goods to be tested forthwith on completion of such work.
9.3 The Buyer shall pay to the Seller the amount of any expense incurred by the Seller by reason of any breach by the Buyer of its undertakings in sub-clause 9.2 above (but without prejudice to the Seller’s rights to recover further damages therefor) and a certificate of the Seller’s auditors certifying such amounts shall be conclusive and binding upon the Buyer and the Seller.
10.1 Defects shall be notified as soon as they are discovered but in any event:-
10.1.1 In the cases of “wear parts” including nozzles, brushes, motor brushes, spark plugs, belts, hoses, wheels, seals, electrodes, fluids, plastic couplings, filters and plastic parts, not later than 28 days after the delivery of the goods to the end user, or (in the case of fixed installations of goods), their delivery, installation and commissioning for the end user.
10.1.2 In the case of items of the goods other than those listed in clause 10.1.1 hereof no later than 12 months after the delivery of the goods to the end user or (in the case of fixed installation of goods), the delivery, installation and commissioning of the goods for their end user or in the case of multishift operation of the goods (meaning operation of more than 8 hours in each 24 hour period) not later than 6 months after such delivery or commissioning.
10.2 The Seller shall make good either by repair or replacement or renewal at its option defects which under proper storage and use appear in the goods or work within the time limits set out in Sub-Clause 10.1 above and which arise solely from faulty material or workmanship provided that:-
10.2.1 such defects have not been caused by misuse, neglect, accident, improper storage installation or handling, frost damage or by repair or alteration not effected by the Seller (including the attachment or connection to the goods of any devices or accessories other than those distributed or officially recommended by the Seller) or non-compliance with the Seller’s operators’ instructions manual or the use in the operation of the goods of incorrect electrical supply voltage, contaminated water supply or unsuitable chemicals.
10.2.2 The Buyer shall pay to the Seller the reasonable cost (as certified by the Seller) of any examination of such goods as a result of which the Seller shall not be liable under the terms hereof.
10.2.3 In the event that the Buyer shall agree with the Seller that the Buyer will provide the labour necessary to carry out such repair replacement or renewal, then the Buyer shall be entitled to be paid for the said labour at a rate not exceeding the Seller’s current labour rate.
10.3 The Seller’s liability under Clause 10.2 hereof shall be in lieu of any warranties and conditions whether express or implied by statute common law or otherwise however, which warranties and conditions are hereby expressly excluded.
10.4 WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, NOTHING HEREIN CONTAINED SHALL OPERATE TO EXCLUDE ANY WARRANTY OR CONDITION IMPLIED BY STATUTE IN THE EVENT OF THE BUYER DEALING AS A “CONSUMER” AS DEFINED BY SECTION 12 OF THE UNFAIR CONTRACT TERMS ACT 1977. IN SUCH A CASE THE BUYER’S STATUTORY RIGHTS ARE UNAFFECTED BY THESE TERMS AND CONDITIONS.
10.5 Save as aforesaid and save in respect of death or personal injury resulting from the negligence of the Seller its Servants or Agents, the Seller shall not be liable for any claim or claims for direct or indirect consequential or incidental injury loss or damage made by the Buyer against the Seller whether in contract or tort (including negligence on the part of the Seller its Servants or Agents) arising out of or in connection with any defect in the goods or work or any act, omission, neglect or default (whether or not the same constitutes a fundamental breach of the contract or breach of a fundamental term thereof) of the Seller its Servants or Agents in the performance of the contract.
10.6 The Seller’s obligations contained in this Clause shall apply only to the buyer but the Buyer shall not be prevented from having recourse to them solely by reason of the Buyer selling the goods in the normal course of its business to a third party. Application for transfer to subsequent purchasers of the goods of the benefit of this warranty for its unexpired period will be considered by the Seller upon submission of a written request.
10.7 The Buyer accepts as reasonable that the Seller’s total liability for any goods or work which are defective shall be as set out in these conditions: in fixing that limit the Seller has had regard to the contract price of the goods, the nature of the goods, the use they will receive and the resources available to each party including servicing facilities and insurance cover, to meet any liability.
The Seller retains a general lien on any of the Buyer’s equipment or other goods on the Seller’s possession for any unpaid balance the Buyer may owe to the Seller.
12 HEALTH AND SAFETY
The buyer’s attention is drawn to the provisions of Section 6 of the Health and Safety at Work Act 1974. The Seller will make available on written request such information or the design and construction of the goods as is in its possession to ensure that as far as is reasonably practicable it is reasonably safe and without risk to health when properly used.
13 INSOLVENCY AND BREACH OF CONTRACT
In the event of any breach of these conditions not being remedied by the Buyer within 30 days of the Seller’s written notice requesting such remedy or upon the Buyer entering into any composition or arrangement with its creditors or passing a resolution for winding up the entering into liquidation (whether voluntary or compulsory) or any similar arrangement or a Receiver is appointed of the Buyer’s assets, the Seller shall be entitled without prejudice to its other rights hereunder to suspend all further deliveries and/or determine the contract or any unfulfilled part thereof and the Buyer shall be responsible for any resulting loss to the Seller.
The copyright subsisting or which subsequently subsists in all documents, drawings, specifications, designs, programmes or any other material prepared by the Seller whether readable by humans or by machines shall belong to the Seller absolutely and they shall not be reproduced or disclosed or used in its original or translated form by the Buyer without the Seller’s written consent for any purpose other than that for which they were furnished.
The Buyer shall not without the prior written consent of the Seller:
15.1 save for the purposes of describing the goods use or permit to be used any of the trade marks, service marks, trade or brand names or any other intellectual property rights of the Seller including for the avoidance of doubt and without prejudice to the generality of the foregoing as or as part of the business, trading or corporate name of the Buyer; or
15.2 allow any trade mark or service mark of the Seller or other word or mark applied to the goods (or the packaging thereof) to be obliterated, obscured or omitted or any further word or mark to be added thereto.
Notwithstanding any implied warranty or condition as to title or otherwise in relation to the goods supplied hereunder, the Seller shall not be liable to indemnify the Buyer in respect of any claim made or threatened against the Buyer by a third party whether by legal proceedings or otherwise based on a right claimed under letters, patent, trade-mark, copyright (whether registered as a design or not) or breach of confidence unless:
16.1 the Seller shall have been promptly notified of the claim or threat and no admissions shall have been made by the Buyer such as would prejudice the defence of any such claim or threat;
16.2 the goods shall have been designed by the Seller or made to its design and in any event the Seller’s liability shall be limited to damages and costs awarded by a court of competent jurisdiction in proceedings conducted in accordance with the wishes of the Seller or such sum as may be paid in compromise of such proceedings with the assent of the Seller.
17 BUSINESS TO BUSINESS SALES: END OF LIFE OBLIGATIONS
17.1 In the event that regulations are introduced at any time relating to the disposal, reuse or recycling of equipment, whether pursuant to Directive 2002/96/EC on waste electrical and electronic equipment or otherwise, and the costs of complying with such regulations are not specifically provided for within the purchase price then, to the extent that the law permits, the responsibility for compliance with such regulations and the costs thereof shall rest with the Buyer.
17.2 The Buyer shall indemnify the Seller and keep the Seller indemnified against all costs, expenses, damage or other losses incurred or suffered, demands or proceedings made against the Seller arising from a breach by the Buyer of this clause 17.
18.1 Notices - Any notice required to be given hereunder by either party to the other shall be sufficiently given if it is in writing and signed by some person duly authorised by the party giving it and sent by first class pre-paid or recorded delivery post to the last known address of the party to whom notice is to be given and shall be deemed to have been duly served 48 hours from the time of posting and in proving such service it shall be sufficient to prove that the notice was properly addressed and posted in accordance with these provisions.
18.2 Waiver- The waiver by the Seller of any breach of any term hereof shall not prevent the subsequent enforcement of that term and shall not be deemed a waiver of any subsequent breach.
18.3 Severance - Should one clause hereof be invalid the provisions of the remainder hereof shall not be affected and in such case the parties hereto shall co-operate to agree replacement terms which are legally valid in order to achieve as nearly as possible the original intentions of the parties particularly regarding the economic effect of such clause.
18.4 Titles - the titles of the clauses hereof shall not be taken into account in the construction hereof.
18.5 Governing Law - Any contract in which these terms relate shall be governed by English Law and the parties shall submit to the sole jurisdiction of the English Courts.
Online Terms and Conditions
Our site is only intended for use by people resident in the United Kingdom of Great Britain and Northern Ireland (Serviced Countries). We do not accept orders from individuals outside those countries.
By placing an order through our site, you warrant that:
(a) you are legally capable of entering into binding contracts; and
(b) you are at least 18 years old; and
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5.1 If you are contracting as a consumer, you may cancel a Contract at any time within seven working days, 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 in accordance with our refunds policy (set out in clause 9 below).
5.2 To cancel a Contract, you must inform us in writing. You must also return the Products unless it is a detergent or chemical to us as soon as reasonably practicable after informing us of the cancellation, and at your own cost. You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation.
You will not have any right to cancel a Contract for the supply of any detergents or chemicals if the container seal has been broken or tampered with
5.3 Details of your statutory right of cancellation, and an explanation of how to exercise it, are provided on the Online Purchasing consumer rights and refund policy sector of the terms and conditions This provision does not affect your other statutory rights as a consumer.
We always aim to dispatch all Products in stock within 4 to 5 working days. The maximum UK delivery time for Products is 30 days from acceptance of your order unless specifically agreed with you.
7.1 The Products will be at your risk from the time of delivery.
7.2 Ownership of the Products will only pass to you when we receive full payment of all sums due in respect of the Products, including delivery charges.
8.1 The price of the Products and our delivery charges will be as quoted on our site from time to time, except in cases of obvious error.
8.2 Product prices exclude VAT.
8.3 Product prices and delivery charges are liable to change at any time, but changes will not affect orders in respect of which we have already dispatched the Products.
8.4 Our site contains a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product's correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product’s correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Product, or reject your order and notify you of such rejection.
8.5 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have dispatched the Product, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as an error.
8.6 Payment for all Products must be by paypal, credit or debit card. We accept payment with Visa, Visa Electron, MasterCard, Maestro, Switch, Solo and Delta (We do not accept American Express, Diners Club or JCB). Your card may be charged before we dispatch your order.
9.1 If you return a Product to us:
(a) because you have cancelled the Contract between us within the seven-day cooling-off period (see clause 5.1 above), we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you gave notice of cancellation. In this case, we will refund the price of the Product in full, and any applicable delivery charges. However, you will be responsible for the cost of returning the item to us.
9.2 We will usually refund any money received from you using the same method originally used by you to pay for your purchase.
(b) for any other reason (for instance, because you have notified us in accordance with clause 19 that you do not agree to a change in these terms and conditions or in any of our policies, or because you consider that the Product is defective), we will examine the returned Product and will notify you of any refund due via phone or e-mail within a reasonable period of time. We will usually process any refund due to you as soon as possible and, in any case, within 30 days of the day we confirmed to you via e-mail that you were entitled to a refund. If we opt to refund the price of a defective Product under clause 10.2, we will refund the price of the Product in full, any applicable delivery charges and any reasonable costs you incur in returning the item to us.
9.3 As there is a flat charge for delivery we will not refund delivery charges where you only return part of an order.
10.1 Subject to clauses 10.3 to 10.5 below, we warrant to you that any Product purchased from us through our site other than detergents and chemicals will, on delivery and for the following 12 months, conform in all material respects with its description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied.
10.2 We will at our option repair, replace or refund the price of Products which you notify us are defective within the time limits set out in clauses 10.3 and 10.4.
10.3 You must notify any defect to us as soon as possible and in any event:
10.4 If you believe that any detergent or chemical is damaged on delivery, you must notify us within 7 days of delivery.
10.5 This warranty shall not apply to defects caused by misuse, neglect, accident, improper storage, installation or handling, frost damage, repair or alteration not carried out or authorised by us or the use of incorrect electrical supply voltage, contaminated water supply or unsuitable chemicals.
11.1 Subject to clause 11.3, if we fail to comply with these terms and conditions, we shall only be liable to you for the purchase price of the Products and, subject to clause 11.2, any losses that you suffer as a result of our failure to comply (whether arising in contract, tort (including negligence), breach of statutory duty or otherwise) which are a foreseeable consequence of such failure.
11.2 Subject to clause 11.3, we will not be liable for losses that result from our failure to comply with these terms and conditions that fall into the following:
(a) loss of income or revenue;(b) loss of business;(c) loss of profits;(d) loss of anticipated savings;(e) loss of data; or(f) waste of management or office time.However, this clause 11.2 will not prevent claims for loss of or damage to your tangible property that are foreseeable or any other claims for direct loss that are not excluded by categories (a) to (f) inclusive of this clause 11.2.
11.3 Nothing in this agreement excludes or limits our liability for:
(a) death or personal injury caused by our negligence;11.4 Where you buy any Product from a third party seller to whose site we have provided a link, the seller's individual liability will be set out in the seller's terms and conditions.
(b) fraud or fraudulent misrepresentation;
(c) any breach of the obligations implied by section 12 of the Sale of Goods Act 1979;
(d) defective products under the Consumer Protection Act 1987;or
(e) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to Trafalgar Cleaning Equipment (UK) Limited at Trafalgar Unit C, Foundry Close Horsham West Sussex,RH13 5TX, UNITED KINGDOM or to firstname.lastname@example.org. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 12 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
14.1 The contract between you and us is binding on you and us and on our respective successors and assignees.
14.2 You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent.
14.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control (Force Majeure Event).
15.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) strikes, lock-outs or other industrial action;15.3 Our performance under any Contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Contract may be performed despite the Force Majeure Event.
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks; and(f) the acts, decrees, legislation, regulations or restrictions of any government.
16.1 If we fail, at any time during the term of a Contract, to insist upon strict performance of any of your obligations under the Contract or any of these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
16.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
16.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 13 above.
If any of these terms and Conditions or any provisions of a Contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
18.1 These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any Contract.
18.2 We each acknowledge that, in entering into a Contract, neither of us relies on any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.
18.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract.
18.4 Nothing in this clause limits or excludes any liability for fraud.
19.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system's capabilities.
19.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we dispatch the Product (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).
Contracts for the purchase of Products through our site 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) will be governed by English law. Any dispute or claim arising out of or in connection with such Contracts or their formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.
Online Purchasing consumer rights and refund policy
You may cancel an order at any time within 7 working days, beginning on the day after you receive the Products. In this case, you will receive a full refund of the price paid for the Products in accordance with our refunds policy (below).
To cancel an order, you must inform us using one of the forms below or in writing. You must also return the Products (unless it is a detergent or chemical) to us as soon as reasonably practicable after informing us of the cancellation, and at your own cost.
You have a legal obligation to take reasonable care of the Products while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation. You will not have any right to cancel an order for detergents or chemicals if the container seal has been broken or tampered with.
This provision does not affect your other statutory rights as a consumer.
Our Refund PolicyIf you return a Product to us:
(a) because you have cancelled the Contract between us within the 7 day cooling-off period, we will refund the price of the Product in full, and any applicable delivery charges. However, you will be responsible for the cost of returning the item to us.
(b) for any other reason, we will examine the returned Product and notify you of any refund due via phone or e-mail within a reasonable period of time. If we opt to refund the price of a defective Product, we will refund the price of the Product in full, any applicable delivery charges and any reasonable costs you incur in returning the item to us.
We will usually process any refund due to you as soon as possible and, in any case, within 30 days of the day you gave notice of cancellation we confirmed to you that you were entitled to a refund. We will usually refund any money received from you using the same method originally used by you to pay for your purchase. As there is a flat charge for delivery we will not refund delivery charges where you only return part of an order.