Our aim is to give care, skill and attention to your project or service visit – while this is our primary aim, we recognise the need for our relationship with you as our customer to be formally documented, to protect you and us. So please take the time to read these terms and conditions – these are the terms on which we will supply Goods and Services to you.
Your attention is particularly drawn to clauses 12 and 13.
1.1 When the following words with capital letters are used in these Terms, this is what they will mean:
1.1.1 Consumer: a natural person who is acting outside his/her trade, business or profession;
1.1.2 Event Outside Our Control: is defined in clause 14.2;
1.1.3 Goods: the materials, equipment, accessories, replacement parts and consumables that We are to supply to you, as set out in the Quotation or your Order;
1.1.4 Order: your order for the supply of Goods and/or Services, as set out in your purchase order form, or your written acceptance of our Quotation;
1.1.5 Quotation: our quotation for the supply of Goods and/or Services, whether in writing or, in the case of call outs, by telephone or in writing;
1.1.6 Services: the services that We are providing to you as set out in the Quotation;
1.1.7 Terms: the terms and conditions set out in this document; and
1.1.8 We/Our/Us: Hague Dental Supplies Limited, company number 03667772 with registered office at 1 Graylands Gateway, Langhurstwood Road, Horsham, West Sussex RH12 4QD.
1.2 When We use the words “writing” or “written” in these Terms, this will include e-mail unless We sayotherwise.
2. OUR CONTRACT WITH YOU
2.1 These are the terms and conditions on which We supply Goods and/or Services to you.
2.2 We consider that these Terms and our acceptance of your Order (Order Acceptance) constitute the whole agreement between you and Us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us which is not set out in these Terms or our acceptance of your Order.
2.3 When you sign and submit the Order in writing to Us, this does not mean We have accepted your order for Goods and/or Services. Our acceptance of the Order will take place as described in clause 2.4. If We are unable to supply you with the Goods and/or Services, We will inform you of this in writing and We will not process the Order.
2.4 These Terms will become binding on you and Us when We inform you that We are able to provide you with the Goods and/or Services, at which point a contract will come into existence between you and Us.
2.5 If any of these Terms conflict with any term of the Order Acceptance, the Order Acceptance shall takepriority.
2.6 Any Quotation given by Us shall not constitute an offer, and is only valid for a period of 30 days from its date of issue.
2.7 Any samples, drawings, descriptive matter or advertising issued by Us and any descriptions of the Goods or illustrations of the Services contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the agreement or have any contractual force.
2.8 We shall assign an order number to the Order and inform you of it when We confirm the Order. Please quote the order number in all subsequent correspondence with Us relating to the Order.
2.9 Where our customer consists of two or more persons, those persons are jointly and individually responsible for payment of Our invoices.
3. CHANGES TO ORDER OR TERMS
3.1 We may revise these Terms from time to time in the following circumstances:
3.1.1 changes in how We accept payment from you; and
3.1.2 changes in relevant laws and regulatory requirements.
3.2 If We have to revise these Terms under clause 3.1, if you are a Consumer, We will give you at least one month’s written notice of any changes to these Terms before they take effect. You can choose to cancel the contract in accordance with clause 15.
3.3 You may request a change to the Order for Goods and/or Services by contacting Us. Where this means a change in the total price of the Goods and/or Services, We will notify you of the amended price, usually in writing. If We do not notify you of the amended price, you will be charged on a time and materials basis, at our daily rate at the time of your Order (daily rate on request). If you are a Consumer, you can choose to cancel the Order in accordance with clause 15 in these circumstances but if you ask us to proceed with what appears to be a small change to the Order, it may have a significant impact on timescales and the price and we recommend that you do not raise change requests unless absolutely necessary. We reserve the right to reject your change request at our sole and absolute discretion.
3.4 Whilst every effort is made to be as accurate as possible when giving a Quotation, it is not always possible to carry out a site visit and know the full extent of the costs involved so We may need to apply additional charges once the costs are ascertained during the installation. The provisions of this clause 3 will apply to such additional Goods and/or Services.
3.5 If you are a Consumer and wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 15. In the case of Goods made to your specific measurements or specification, unfortunately, because We make these Goods to your specific requirements, you will not be able to cancel an Order once it is made.
4. PROVIDING SERVICES
4.1 We will supply the Services to you in accordance with the specification for the Services as set out in our Quotation from the date agreed between Us in writing until the estimated completion date we notify to you.
4.2 We will use our reasonable endeavours to complete the Services on time but any dates agreed for performance of the Services are estimates only and time shall not be of the essence for performance of the Services. There may be delays due to an Event Outside Our Control. See clause 14 for Our responsibilities when an Event Outside Our Control happens. We may be unable to commence or may have to suspend the Services due to the weather because of the condition of your premises and such weather conditions will be considered an Event Outside Our Control. We will resume or commence the Services at Our sole discretion on the basis of the condition of your premises and Our schedule.
4.3 You must give Us 24 hours’ notice for an appointment for engineering service or repair visits or 72 hours for a Monday appointment.
4.4 We have the right to make any changes to the Services which are necessary to comply with any applicablelaw or safety requirement, or which do not materially affect the nature or quality of the Services, and We shall notify you in any such event.
4.5 You must:
4.5.1 ensure that the terms of the Order and any information you provide in any drawings or other relevant documentation are complete and accurate;
4.5.2 co-operate with Us in all matters relating to the Services;
4.5.3 provide Us, Our employees, agents, consultants and subcontractors, with access to your premises and other facilities as reasonably required by Us;
4.5.4 provide Us in a timely manner with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
4.5.5 prepare your premises for the delivery and installation of Goods and/or the supply of the Services;
4.5.6 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start; and
4.5.7 keep and maintain all materials, equipment, documents and other property of Ours or of any third party engaged by us (Supplier Materials) at your premises in safe custody, maintain the Supplier Materials in good condition until returned to Us, and not dispose of or use the Supplier Materials other than in accordance with Our written instructions or authorisation.
4.6 If you fail to do any of the things set out in clause 4.5 (Customer Default) or We are prevented or delayed from performing any of Our obligations by an act or omission of any contractor engaged by you and not by Us, We may make an additional charge of a reasonable sum to cover any extra work that is required, and/or We may suspend the Services by giving you written notice. We will not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from Our failure or delay to perform any of Our obligations as a result of a Customer Default or as a result of any act or omission of any contractor engaged directly by you and not by Us. If we suspend the Services under this clause 4.6, you do not have to pay for the Services while they are suspended, but this does not affect your obligation to pay for any Goods, equipment or any part of the Services We have already supplied to you.
4.7 We may have to suspend the Services if We have to deal with technical problems, or to make changes agreed between you and Us in writing to the Services (in accordance with the change control procedure in clause 3.3). We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this clause 4.7 but this does not affect your obligation to pay for any Goods or part of the Services We have already supplied to you.
4.8 If you do not pay Us for the Services when you are supposed to as set out in clause 11.4, you (being a business) become subject to any of the events listed in clauses 17.3.3, 17.3.4 or 17.3.7 or We reasonably believe that you are about to become subject to any of them, We may suspend the Services or all further deliveries of Goods with immediate effect until you have paid Us the outstanding amounts. We will contact you to tell you this. This does not affect Our right to charge you interest under clause 11.5.
4.9 If We draw up any specifications, documents, drawings or illustrations for you, We will own the copyright, design right and all other intellectual property rights in any specifications, drafts, documents, drawings or illustrations We make in connection with the Services for you. You must not use any such specifications, drafts, documents, drawings or illustrations drawn up by Us except to the extent necessary to obtain the benefit of the Services and you must not allow any third party to use specifications, drafts, documents, drawings or illustrations drawn up by Us, without Our prior written consent. If you do pass on such specifications, drafts, documents, drawings or illustrations for use by other persons or use them yourself without ordering Our Services, We shall be entitled to raise a charge equivalent to the number of hours taken to prepare the documents, chargeable at the prevailing hourly rate, subject to a minimum charge of £1,250 plus VAT.
4.10 Subject to clauses 12 and 13, if you ask Us to carry out work so that the resulting work is below the standard we recommend in order to reduce the price or for any other reason or you require specific goods or a specific supplier that We do not recommend or do not ordinarily supply, we will not be liable for any losses, costs or expenses you incur arising directly or indirectly from Our compliance with your instructions.
5. MADE-TO-MEASURE GOODS
5.1 Where you order Goods to be made to your measurements or to your specification, please make sure your measurements are correct and accurate. Unfortunately, We cannot accept the return of made-to-measure, personalised or Goods made to your specification. However, if you are a Consumer, this will not affect your legal rights as a Consumer in relation to Goods that are faulty or not as described. Advice about your Consumer rights is available at your local Citizen’s Advice Bureau or Trading Standards office.
6. DELIVERY OF GOODS
6.1 We shall deliver the Goods to the location set out in the Order or such other location as We and you may agree (Delivery Location) at any time after We notify you that the Goods are ready.
6.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
6.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by a Event Outside Our Control or your failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
6.4 If We fail to deliver the Goods, subject to clause 12 and clause 13, Our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by an Event Outside Our Control, your failure to provide Us with adequate delivery instructions for the Goods or any relevant instruction related to the supply of theGoods.
6.5 If you fail to accept or take delivery of the Goods within two business days of Our notifying you that the Goods are ready, then except where such failure or delay is caused by an Event Outside Our Control or by Our failure to comply with its obligations under the contract in respect of the Goods.
6.5.1 delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day following the day on which We notified you that the Goods were ready; and
6.5.2 We shall store the Goods until delivery takes place, and charge you for all related costs and expenses (including insurance).
6.6 If 2 business days after We notified you that the Goods were ready for delivery you have not taken delivery of them, We may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
6.7 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
7. QUALITY OF GOODS
7.1 We warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
7.1.1 conform in all material respects with their description and any applicable goods specification;
7.1.2 be free from material defects in design, material and workmanship;
7.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
7.1.4 be fit for any purpose held out by Us.
7.2 Subject to clause 7.3 and 7.4, if:
7.2.1 You give notice in writing during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 7.1;
7.2.2 We are given a reasonable opportunity of examining such Goods; and
7.2.3 you (if asked to do so by Us) returns such Goods to Our place of business at the your cost,
We shall, at Our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
7.3 We shall not be liable for the Goods’ failure to comply with the warranty in clause 7.1 if:
7.3.1 You make any further use of such Goods after giving a notice in accordance with clause 7.2;
7.3.2 the defect arises because you failed to follow Our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good tradepractice;
7.3.3 the defect arises as a result of Our following any drawing, design or Goods specification supplied byyou;
7.3.4 you alter or repair such Goods without Our prior written consent;
7.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
7.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
7.4 Subject to clauses 12 and 13, where We need to connect the Goods to your existing equipment, We do not accept liability for the cost of repairing or replacing parts on existing equipment which subsequently become faulty unless such damage results from the way We installed the Goods.
7.5 Except as provided in this clause 7, We shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 7.1.
7.6 These Terms shall apply to any repaired or replacement Goods supplied by Us under clause 7.2.
8. TITLE AND RISK
8.1 The risk in the Goods shall pass to you on completion of delivery.
8.2 Except as set out in this clause, We will own the Goods until We have received payment in full (in cash orcleared funds) for:
8.2.1 the Goods; and
8.2.2 any other goods or services that We have supplied to you in respect of which payment has become due.
8.3 Subject to clause 8.4, until We have received payment of the sums due under clause 8.2, you must:
8.3.1 Hold the Goods on a fiduciary basis as Our bailee;
8.3.2 store the Goods separately from all other goods held by you so that they remain readily identifiable as Our property;
8.3.3 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
8.3.4 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
8.3.5 notify Us immediately if you become subject to either of the events listed in clauses 17.3.6 and 17.3.7; and
8.3.6 give Us such information relating to the Goods as We may require from time to time.
8.4 If you are a business, you may use the Goods in the ordinary course of business and may sell the Goods in the ordinary course of business on commercially reasonable terms as principal as between you and any third party and without any right to commit Us to any contractual relationship or liability with any third party, but as between you and Us on any such sale you shall act as Our fiduciary agent and provided that, in the event that We have not lost title to the Goods prior to sale by reason of their use, consumption or incorporation into other products (for the avoidance of doubt, you acknowledge and agree that the Goods maintain their identity when incorporated and can be separated by a simple procedure without causing damage and that We shall not lose title to the Goods when incorporated):
8.4.1 you shall not have authority to transfer title to the Goods unless and until you have received payment or payments for the sale in a sum no less than the total sums due under clause 8.2;
8.4.2 you shall hold all sums paid to you by the third party pursuant to the sale (Third Party Sale Payment) on account for Our benefit and agree to pay the Third Party Sale Payment into a separate and dedicated account;
8.4.3 you shall account to Us for the Third Party Sale Payment and We undertake to account to you for any balance remaining from the Third Party Sale Payment after We have appropriated the total sums due under clause 8.2 or such sums less than the total sums due under clause 8.2 which Wehave appropriated.
8.5 All Supplier Materials are Our exclusive property.
8.6 If before property in the Goods passes to you, you become subject to either of the events listed in clauses 17.3.3, 17.3.4, 17.3.6 and 17.3.7, or We reasonably believe that any such event is about to happen and notify you accordingly, then, provided that the Goods have not been resold, or irrevocably incorporated into another product or structure, and without limiting any other right or remedy We may have, We may at any time require you to deliver up the Goods and, if you are a business and if you fail to deliver up the Goods promptly, we may enter any premises of yours or of any third party where the Goods are stored in order to recover them.
9. IF THERE IS A PROBLEM WITH THE SERVICES
9.1 In the unlikely event that there is any problem with the Services or Goods:
9.1.1 please contact Us and tell Us as soon as reasonably possible and preferably within 7 days of completion of the Services;
9.1.2 please give Us a reasonable opportunity to repair or fix any problem; and
9.1.3 We will use every effort to repair or fix the defect as soon as reasonably practicable.
You will not have to pay for Us to repair or fix a defect with the Services or Goods under this clause 9.1.
9.2 If you are a Consumer, you have legal rights in relation to Services not carried out with reasonable skill and care, or if the Goods We use are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
10. INSTALLATION ACCEPTANCE
10.1 Goods installation information is available on quotations or upon request. When included in the purchase price, installation is complete when the installation passes Our standard installation and test procedures.
10.2 Acceptance of the installation of Goods shall be deemed to have occurred on whichever is the earliest of:
10.2.1 the signing by you of an acceptance certificate for the final installation;
10.2.2 the expiry of the period referred to in clause 9.1.1, unless you have given any written notice under clause 9.1.1;
10.2.3 if you delay installation, or any retests required following repair pursuant to clause 9.1, for a period of 7 business days from the date on which We are ready to commence installation or retests, the end of the 7 business day period;
10.2.4 the use of the Goods by you or an end user in the normal course of business.
11. PRICE AND PAYMENT
11.1 The price of the Goods and Services will be set out in Our Quotation. The price of the Goods is exclusive of all costs and charges of packaging, insurance and transport of the Goods, which shall be paid by you when you pay for the Goods. If you ask Us to carry out additional work over and above that set out in Our Quotation, the price shall be on a time and materials basis at Our standard daily rate as set out in the Quotation on the basis of an eight hour day from 8.00am to 5.00pm on business days, an overtime rate of 50% of the standard daily rate and expenses reasonably incurred by the individuals We engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, the cost of services provided by third parties and the cost of materials.
11.2 These prices exclude VAT. You must, on receipt of a valid VAT invoice from Us, pay to Us such additional amounts in respect of VAT as are chargeable on the supply of Services or Goods at the same time as payment is due for the supply of the Services or Goods.
11.3 We reserve the right to increase the price of the Goods and/or Services, by giving notice to you at any time before issuing an invoice, to reflect any increase in the cost of the Goods and/or Services to Us that is dueto:
11.3.1 Any factor beyond Our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
11.3.2 Any request by you to change the delivery date(s), quantities or types of Goods and/or Services ordered, or the goods specification; or
11.3.3 Any delay caused by any of your instructions in respect of the Goods and/or Services or your failure to give Us adequate or accurate information or instructions in respect of the Goods and/or Services.
11.4 We will invoice you for the Goods and/or Services as follows:
11.4.1 If we supply Goods and/or Services as a call out, payment for Our call-out charge must be paid by credit or debit card when We and you arrange a call-out appointment. Our charge for additional work must be paid by credit or debit card before work commences. We will give you a receiptedinvoice.
11.4.2 Otherwise, we will invoice you on or any time after We have performed the Services, or for larger projects our standard payment terms are 45% on Order, 45% 2 weeks before the projected delivery date and 10% on completion, unless otherwise agreed in writing. Each invoice will quote the Order number. You must pay each invoice in full in cleared monies within 30 calendar days of the date of invoice, unless otherwise agreed in writing.
11.5 Time for payment is a condition of the contract between you and Us.
11.6 We may, at Our absolute discretion, open a credit account for you. However, We reserve the right to refuse to do so and to ask for all Goods and/or Services to be paid for in advance.
11.7 Customers requesting a credit account may be subject to a credit check.
11.8 If credit is refused, payment must be made in advance.
11.9 If credit is given, unless otherwise agreed in writing, all payments shall be made in full not later than 30 (thirty) days from the date of invoice.
11.10 If the Purchaser fails to make payment on the due date then the Company shall be entitled without prejudice to any of its rights under these conditions to charge interest on the then outstanding amount at the rate of 1.5% (one and a half per cent) per month or part of a month until the date of actual payment after as well as before any judgement.
11.11 The Purchaser will pay all costs and expenses, including without limitation, legal and other debt collection expenses incurred by the Company in recovering and attempting to recover all or any amounts due to the Company from the Purchaser.
11.12 If you do not make any payment due to Us by the due date for payment:
11.12.1 We may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of HSBC Bank plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount;
11.12.2 If you do not make payment within 45 days of the date of the invoice, the following provisions apply in addition to charging interest under clause 11.12.1 and you agree that such sums represent a genuine pre- estimate of Our losses:
(a) we will charge an administration fee of £120 exclusive of VAT for Our internal administrative time and expenses attempting to obtain payment from you;
(b) if We gave you a discount on the price of the Goods and/or Services, we reserve the right to withdraw the discount and charge full retail price;
(c) We reserve the right to withdraw your credit account with Us; and
(d) You shall reimburse Us all Our other reasonable costs and expenses (including legal and out of pocket expenses and any VAT on those costs and expenses) incurred by Us arising out of, or in connection with, any failure by you to pay any sum due to Us by the due date for payment and the exercise and enforcement of any rights under or in connection with the contract, or any attempt to do so.
11.13 If you are a business:
11.13.1 You shall pay all amounts due in full without any set-off, counterclaim, deduction or withholding except as required by law; and
11.13.2 We may, without limiting Our other rights and remedies, set off any amount owing to Us by you against any amount payable by Us to you.
12. OUR LIABILITY IF YOU ARE A CONSUMER
12.1 If We fail to comply with these Terms, We are responsible for loss or damage you suffer that is a foreseeable result of Our breach of the Terms or Our negligence, but We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and Us at the time we entered into this contract.
12.2 If We are installing the Goods and/or are providing Services in your property, We will make good any damage to your property caused by Us in the course of installation or performance. However, We are not responsible for the cost of repairing any pre-existing faults or damage to your property that We discover in the course of performance by Us.
12.3 We only supply the Services or Goods for domestic and private use. You agree not to use the Services or Goods for any commercial, business or re-sale purpose, and We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.4 We do not exclude or limit in any way Our liability for:
12.4.1 death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;
12.4.2 fraud or fraudulent misrepresentation;
12.4.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 and by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
12.4.4 breach of the terms implied by sections 13, 14 and 15 of the Sale of Goods Act 1979 and by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
12.4.5 defective products under the Consumer Protection Act 1987.
12.5 Subject to clause 12.4, We shall not be liable for any other direct loss or damage suffered by you or any third party howsoever caused, as a result of any negligence, breach of contract or otherwise in excess of the sum insured under the insurance policy held by Us in the insurance year in which your claim is firstnotified.
13. OUR LIABILITY IF YOU ARE A BUSINESS
13.1 Nothing in these Terms shall limit or exclude Our liability for:
13.1.1 death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors;
13.1.2 fraud or fraudulent misrepresentation;
13.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
13.1.4 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);or
13.1.5 defective products under the Consumer Protection Act 1987.
13.2 Subject to clause 13.1:
13.2.1 We shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the contract; and
13.2.2 Our total liability to you in respect of all other losses arising under or in connection with the contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £500,000.
13.3 Except as set out in these Terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.
14. EVENTS OUTSIDE OUR CONTROL
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.
14.2 An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, act of God, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, malicious damage, accident, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.
14.3 If an Event Outside Our Control takes place that affects the performance of Our obligations under theseTerms:
14.3.1 We will contact you as soon as reasonably possible to notify you; and
14.3.2 Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.
14.4 Either you or Us may cancel the contract if the Event Outside Our Control continues for longer than 26 weeks in accordance with cancellation rights in clauses 15, 16 and 16..
15. YOUR CANCELLATION AND REFUND RIGHTS IF YOU ARE A CONSUMER
This clause 15 only applies if you are a Consumer.
15.1 Before We begin to provide the Services or the Goods are delivered, you have the following rights to cancel an Order for Goods (other than made-to-measure or personalised Goods or certain medical Goods that by their nature cannot be returned) and/or Services, including where you choose to cancel becauseWe are affected by an Event Outside Our Control or if We change these Terms under clause 3.1 to your material disadvantage:
15.1.1 You may cancel any Order for Goods and/or Services at any time before We despatch the Goods or the start date for the Services by contacting Us. We will confirm your cancellation in writing to you.
15.1.2 If you cancel an Order under clause 15.1.1 and you have made any payment in advance for Services that have not been provided to you or Goods that have not been delivered to you, We will refund these amounts to you.
15.1.3 However, if you cancel an Order for Services under clause 15.1.1 and We have already started work on your Order by that time or have ordered in any Goods or hired any equipment to fulfil your Order, you will pay Us any costs We reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact Us.
15.2 Unfortunately, as made-to-measure Goods or Goods made to your specification or clearly personalised are made to your requirements and certain medical Goods by their nature cannot be returned, you will not be able to cancel your Order once made (but this will not affect your legal rights as a consumer in relation to made-to-measure or medical Goods that are faulty or not as described).
15.3 Once We have begun to provide the Services to you, you may cancel the contract for the Services at any time by providing Us with at least 30 calendar days’ notice in writing. Any advance payment you have made for Services that have not been provided will be refunded to you.
15.4 Once We have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving Us written notice if:
15.4.1 We break this contract in any material way and We do not correct or fix the situation within 7 days of you asking Us to in writing;
15.4.2 We go into liquidation or a receiver or an administrator is appointed over Our assets;
15.4.3 We change these Terms under clause 3.1 to your material disadvantage;
15.4.4 We are affected by an Event Outside Our Control which continues for longer than 26 weeks.
15.5 In the event of cancellation under clauses 15.3 or 15.4, you will pay Us for any Services that have been provided to you and any costs We reasonably incurred in fulfilling the Order. We will tell you what these costs are when you contact Us. Any advance payment you have made for Services that have not been provided will be refunded to you, subject to deduction of Our reasonable costs.
16. YOUR CANCELLATION RIGHTS IF YOU ARE A BUSINESS
This clause 16 only applies if you are a business.
16.1 Subject to clauses 7, 9 and 14, orders placed cannot be cancelled in whole or part at any time, without Our prior written consent. If We do give such consent, you shall:
16.1.1 If you have made any payment in advance for Services that have not been provided to you or Goods that have not been delivered to you, We will refund these amounts to you.
16.1.2 However, if We have already started work on your Order by that time or have ordered in any Goods or hired any equipment to fulfil your Order, you will pay Us any costs We reasonably incurred in starting to fulfil the Order, including (without limitation) the cost of preparing plans and drawings, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact Us.
16.2 Unfortunately, as made-to-measure Goods or Goods made to your specification or clearly personalised are made to your requirements and certain medical Goods by their nature cannot be returned, you will not be able to cancel your Order once made (but this will not affect your rights in relation to made-to-measure or medical Goods that are faulty or not as described).
16.3 Once We have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving Us written notice if:
16.3.1 We break this contract in any material way and We do not correct or fix the situation within 7 days of you asking Us to in writing;
16.3.2 We go into liquidation or a receiver or an administrator is appointed over Our assets;
16.3.3 We are affected by an Event Outside Our Control which continues for longer than 26 weeks.
17. OUR CANCELLATION RIGHTS
17.1 If We have to cancel an Order for Goods (including Goods made to your specification) and/or Services before the Services start or the Goods are delivered:
17.1.1 We may have to cancel an Order before the start date for the Services or before the Goods are delivered, due to an Event Outside Our Control or the unavailability of stock or key personnel or key materials without which We cannot provide the Services. We will promptly contact you if thishappens.
17.1.2 If We have to cancel an Order under clause 17.1.1 and you have made any payment in advance for Services that have not been provided to you, or Goods that have not been delivered to you, We will refund these amounts to you.
17.1.3 Where We have already started work on your Order for Services or Goods by the time We have to cancel under clause 17.1.1, you must pay immediately all of Our outstanding unpaid invoices, if any, and interest and, in respect of Services supplied but for which no invoice has yet been submitted, we will submit an invoice which you must pay on receipt.
17.2 Once We have begun to provide the Services to you, We may cancel the contract for the Services at any time by providing you with at least 14 calendar days’ notice in writing.
17.3 We may cancel the contract for Services at any time with immediate effect by giving you written notice if:
17.3.1 you do not pay Us when you are supposed to as set out in clause 11.4. This does not affect Our right to charge you interest under clause 11.5; or
17.3.2 you break the contract in any other material way and you do not correct or fix the situation within 7 days of Us asking you to in writing; or
17.3.3 if you make a proposal for or enter into any compromise or arrangement with your creditors; or
17.3.4 if you are unable to pay your debts or have no reasonable prospect of doing so; or
17.3.5 a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on, or sued against, the whole or any part of your assets;or
17.3.6 if you are an individual, you are the subject of a bankruptcy petition or order; or
17.3.7 if you are a company, you go into liquidation or a receiver, administrative receiver or an administrator is appointed over your assets.
17.4 Where We have already started work on your Order for Services by the time We have to cancel underclause
17.2 or 17.3, you must pay immediately all of Our outstanding unpaid invoices, if any, and interest and, in respect of Services supplied but for which no invoice has yet been submitted, we will submit an invoice which you must pay on receipt. If you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.
17.5 On termination of the contract for any reason:
17.5.1 you must return all Supplier Materials and if you are a business customer and fail to do so, We mayenter your premises and take possession of them;
17.5.2 the accrued rights of you and Us shall not be affected; and
17.5.3 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
18. INFORMATION ABOUT US AND HOW TO CONTACT US
18.1 We are a company registered in England and Wales. Our company registration number is 03667772 and Our registered office is at 1 Graylands Gateway, Langhurstwood Road, Horsham, West Sussex RH12 4QD. Our registered VAT number is 730 7714 43.
18.2 If you have any questions or if you have any complaints, please contact Us. You can contact Us by telephoning Us at 0800 298 5003 or by e-mailing Us at email@example.com or e-mailing your Project Manager using their name firstname.lastname@example.org
18.3 If you wish to contact Us in writing, or if any clause in these Terms requires you to give Us notice in writing (for example, to cancel the contract), you can send this to Us by e-mail, by hand, or by pre-paid post to 1 Graylands Gateway, Langhurstwood Road, Horsham, West Sussex RH12 4QD, email email@example.com. We will confirm receipt of this by contacting you in writing. If We have to contact you or give you notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address you provide to Us in the Order.
18.4 A notice or other communication shall be deemed to have been received personally, when left at the address referred to in clause 18.3; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; if delivered by commercial courier on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one working day aftertransmission.
19. HOW WE MAY USE YOUR PERSONAL INFORMATION
19.1 We will use the personal information you provide to Us to:
19.1.1 provide the Services;
19.1.2 process your payment for such Services; and
19.1.3 inform you about similar products or services that We provide, but you may stop receiving these at any time by contacting Us.
19.2 You agree that We may pass your personal information to credit reference agencies and that they may keep a record of any search that they do.
20. OTHER IMPORTANT TERMS
20.1 We may transfer Our rights and obligations under these Terms to another organisation and subcontract or delegate in any manner any or all of Our obligations under these Terms to another organisation. We will always notify you in writing if we transfer Our rights and obligations, but this will not affect your rights or Our obligations under these Terms.
20.2 You may only transfer your rights or your obligations under these Terms to another person if We agree inwriting.
20.3 This contract is between you and Us. No other person shall have any rights to enforce any of its terms.
20.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
20.5 If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights againstyou and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.
20.6 Except as set out in these Terms, no variation of the contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Us.
20.7 These Terms are governed by English law.
20.8 If you are a Consumer, you and We both agree to submit to the non-exclusive jurisdiction of the Englishcourts.
20.9 If you are a business, you and We both agree to the exclusive jurisdiction of the English courts.
Issue 2: 6th January 2014