Terms & Conditions

These terms and conditions (“Terms”) are the Terms that apply to the supply of Goods and provision Services by Simpsons Beverage Supply Co Ltd (together with any of our Group companies), company registration number 09913626, whose registered office is at Unit 1, Chiswick Grove, Blackpool, Lancashire, FY3 9EU (“Simpsons/We/Us/Our/Ours”)

  1. Interpretation

1.1 In these Conditions these definitions shall apply:

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Confidential Information: any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Contract; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the matter mentioned. For the avoidance of doubt this shall include any of Our Customers’ confidential information.

Customer/You/Your/Yours: the person, business, company or organisation to whom We agree to supply the Goods and/or Services.

Data Protection Legislation:  the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018 as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace them and relate to data privacy.

Deliverables: any documents, products and materials created or developed by Us or on Our behalf as part of or in connection with the provision of the Services.

Delivery Date: shall be the date set out in the Order Acknowledgement.

Delivery Location: the address or addresses for delivery of the Goods or provision of Services as set out in the Order Acknowledgement or such other address as agreed by Us.

Force Majeure Event: means an event beyond Our reasonable control including strikes, lock-outs, other industrial disputes (whether involving Our workforce or that of any other party), failure of a utility service or transport network, act of God, epidemic or pandemic, accident, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, transport delays, explosion, storm, difficulty obtaining supplies or default of suppliers or subcontractors.

Goods: the goods and related accessories, spare parts and documentation and other physical material set out in the Order Acknowledgement.

Goods Specification: any specification for the Goods agreed in writing by Us.

Insolvency Event  means if You go into liquidation or a winding up petition is presented in respect of You (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by You, Your directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of the assets of Your business or You propose to enter or make any arrangement or composition with Your creditors or make an application to a court for the protection of your creditors in any way, are otherwise unable to pay Your debts (within the meaning of any relevant insolvency law) or are the subject of any similar event in any jurisdiction;

Intellectual Property Rights: patents, copyright, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Mandatory Policies: Our policies and codes of conduct relating to such things as anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Us to You from time to time.

Order: mean Your purchase order.

Order Acknowledgement: means the email that We send You acknowledging Your Order and incorporating these terms and conditions.

Person: includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

Price: shall be the price specified in the Order or where no price is specified, the price set out in Our published price list in force at the time We receive Your Order.

Quotation: shall mean the written quotation that We supply to You detailing the price of the Goods or Services.

Services:  the services, including any Deliverables, set out in the Order and accepted by Us in Our Order Acceptance.

Supplier Materials: all of Your materials, equipment, documents and property.

1.2   and Schedule headings will not affect the interpretation of this Agreement.

1.3 Unless the context otherwise requires, words in the singular include the plural and in the plural, include the singular.

1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.5 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms

  1. Basis of Contract

2.1 Orders for Goods and/or Services placed with Us may be placed in person, in writing, by telephone or by email, but in all cases will be subject to Our written acceptance. It is Your responsibility to ensure that the terms of Your Order are complete and accurate. The contract between You and Us will become legally binding only when We have sent You an Order Acknowledgement. All accepted orders will be deemed to incorporate these terms and conditions and will form the “Contract” with You.

2.2 The Contract overrides any other previous statements, promises, representations and undertakings given or made by Us in relation to the subject matter of the Contract which are not set out in the Contract including brochures, on Our websites, specifications and advertising and the Contract excludes all such items and all other terms not set out in the Contract, including those implied by trade and/or custom and practice (and You acknowledge and agree that You have not relied on the same).

2.3 Quotations provided by Us (whether written or oral) do not constitute offers and are subject to withdrawal without notice and will automatically lapse 20 Business Days after the date of the quotation unless We agree otherwise (as We may agree to do where You submit repeat Orders).

2.4 We reserve the right to make changes to the Goods and/or Services so that We may comply with any applicable law, regulations or safety requirements, or which do not materially affect the nature or quality of the Goods and/or Services.

2.5 Where We provide any advice to You regarding the use of the Goods or Services such advice is provided by way of assistance only and We shall have no liability in respect of this unless We agree otherwise in writing.

  1. Price

3.1 The price for the Goods and/or Services will be as specified on the Quotation that We give You.

3.2  The price of the Goods is inclusive of the costs and charges of packaging and transportation of the Goods unless We specify otherwise.

3.3 At any time before delivery, We may, upon giving You notice, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

3.3.1 any factor beyond Our control including, but not limited to, foreign exchange fluctuations, increases in taxes and duties and increases in labour materials and other manufacturing costs; or

3.3.2 any request by You to change the delivery date(s), quantities or types of the Goods orders, or the Specification; or

3.3.3 any delay caused by any of Your instructions or Your failure to give Us adequate or accurate information or instructions.

3.4 VAT will be charged based on the price, at the rate applying at the time of delivery of the Goods and/or performance of the Services.

3.5 Where You require delivery to more than one address or to any location outside of the UK mainland this will incur additional delivery charges.

3.6 The price excludes all other taxes which may be applicable, and You shall pay any such tax in addition to the price.

  1. Specifications and Samples

4.1 Where We supply Goods or Services in accordance with Your specifications, drawings, instructions or design outputs (“Specification“), You shall ensure that the Specification is in writing, is accurate and is provided in good time in order for Us to fulfil Our contractual obligations to You.

4.2 Without prejudice to Your obligations and liability under clause 4.1, where We provide any design in relation to the Goods or Services You must check and confirm that Your instructions have been interpreted correctly and We may request that You sign and return a copy of the Specification to confirm that You have ensured that the agreed design meets Your Specification or requirements. You acknowledge and agree that no further Services will be provided, and no Goods delivered in accordance with Your Order until We have received the returned signed copy of the Specification. We shall have no liability for errors in any Specification or details supplied and/ or approved by You.

4.3 Where We have provided You with samples, We will use all reasonable endeavours to ensure that the Goods match any samples that you have approved or where We have not provided You with samples We will use all reasonable endeavours to ensure that the Goods are as described in the Order.

4.4 Any special storage instructions and shelf life details will be provided in any Quotations and/or on packaging and delivery notes that We give to You.

  1. Intellectual Property Rights

5.1 The Intellectual Property Rights in any materials, Software and/or equipment, in whatever form, existing prior to the entering into of a Contract, or developed solely by one party entirely independently and unrelated to the Contract, will be owned by the developing party.

5.2 The Intellectual Property Rights in any materials, Software and/or equipment, including drawings, designs, specifications or data, developed or produced by Us in pursuance of a Contract will remain vested in Us unless We specifically agreed otherwise in writing before entering into the Contract.

5.3 Where You supply any Supplier Materials (including logos) for use in connection with Our supply of Goods or Services, You confirm that You have the right to do so. You agree to indemnify Us and to keep Us indemnified at all times against any costs, claims, damages, liabilities or expenses whatsoever that We incur as a result of Our usage of any Supplier Materials that You have provided.

  1. Cancellation

6.1 We may suspend or cancel the Contract or any part of it, by giving You notice if:

6.1.1 You fail to pay Us any money when due (under the Contract or otherwise); or

6.1.2 You suffer an Insolvency Event.

6.2 You may only cancel the Contract or any part of it if We agree in writing and, in such circumstances, You shall pay to Us the sums due for costs incurred up to cancellation, including:

6.2.1 any material, processing and manufacturing costs incurred by Us up to the date of termination;

6.2.2 the price of any specialist non-stock Goods or bespoke Goods that We have obtained, adapted or modified for You;

6.2.3 costs of failed delivery attempts; and

6.2.4 any other costs related to the Contract which We have incurred which are notified by Us to You.

  1. Return of Goods

7.1 We may, at Our sole discretion, accept the return of Goods from You:

7.1.1 if We have expressly agreed to do so in writing;

7.1.2 if the Goods are a standard stock item when You request the return;

7.1.3 on payment of Our re-stocking charges; and

7.1.4 in all cases, where the Goods are as fit for sale on their return as they were on delivery.

This clause 7 does not affect any legal rights that You might have under this Contract or otherwise and is not intended to replace those rights.

  1. Delivery

8.1 We shall use Our reasonable endeavours to meet any performance dates and times specified in the Contract but any such dates and times including all delivery times are estimates only and time shall not be of the essence for delivery of Goods and/or performance of the Services. We will deliver the Goods to the Delivery Location and delivery will be complete upon arrival of the Goods at the Delivery Location.

8.2 If You accept delivery of the Goods or performance of the Services after any estimated delivery or performance time given by Us, delivery or performance will be deemed to have been in accordance with the Contract.

8.3 We may deliver the Goods in instalments. Each instalment is to be treated as a separate contract.

8.4 If delivery does not take place because You are at fault or for reasons beyond Our control, We may charge You for any wasted time and costs incurred by Us in respect of the failed delivery and We may store and insure the Goods at Your expense. We will use reasonable endeavours to attempt to deliver the Goods, but We have the right to sell them after a period of 10 Business Days has passed since the original delivery attempt. We may recover from the proceeds of such sale, Our costs of storage and insurance, Our costs of attempting to deliver the Goods together with the unpaid balance of the sale price of those Goods as at the day of failed delivery. In the event that the sale proceeds are insufficient to cover the costs and sale price, We may invoice You for the shortfall.

8.5 Neither We nor Our carriers shall be responsible for unloading the Goods at the delivery location.

8.6 We may decline to deliver the Goods if  We or Our carrier believe, that it would be unsafe, unlawful or unreasonably difficult to do so or the premises, or the access to them, are unsuitable for the delivery vehicle. Any unforeseen additional costs resulting from any requirement to make repeated or abortive delivery attempts as a result of delivery issues may be invoiced separately and must be paid for by You in accordance with clause 9.

8.7 We will give You notice of the planned delivery date of the Goods and Services. If You cancel the delivery or request an alternative delivery date less than two business days prior to the planned delivery date, We shall be entitled to charge You for any costs incurred in rearranging the delivery.

  1. Payment and Credit Terms

9.1 Subject to clause 9.2, You shall pay Us the price quoted for the Goods and/or Services (as applicable) in accordance with Our invoice, in cleared funds, on or before delivery of the Goods and/or performance of the Services (as applicable). If you fail to do so, We may decline to deliver the Goods and/or perform the Services.

9.2 We may require a deposit to be paid, in advance of the supply of any Goods and/or provision of Services and may at any time during the performance of the contract request that payment be made by instalments.

9.3 We may allow You to have an approved credit account with Us and this will  be on such terms as We specify. The credit account terms, unless We agree otherwise, shall require You to pay the price quoted by the method agreed by Us no later the 28th day of the calendar month following the date of the invoice. Some of the Goods supplied by Us may require proforma or stage payments and would not be covered by Our credit facilities. We will notify You of this at the time You place Your Order with Us.

9.4 We may in Our absolute discretion, decline any application for a credit account and We are not obliged to give any reason for such decision.

9.5 In the event that We agree credit terms with you, We may, in Our absolute discretion, and without liability to You, at any time and without notice:

9.5.1 withdraw Your credit account;

9.5.2 reduce your credit limit or

9.5.3 bring forward Your due date for payment.

9.6 By placing an order with Us or applying for a credit account, You:

9.6.1 consent to Us carrying out such credit referencing and other due diligence as We consider appropriate on an ongoing basis; and

9.6.2 agree that You shall, at Our request, provide all information reasonably requested by Us in relation to Your creditworthiness.

9.7 If you fail to pay Us in full in accordance with clause 9.1,9.2 or 9.3 (as applicable):

9.7.1 We may suspend or cancel future deliveries of Goods and/or provision of Services under any Contract;

9.7.2 We may cancel any discount offered to You; and

9.7.3 You shall pay Us interest, both before and after any judgment, on the amount unpaid at the rate of 4 per cent per annum above base rate from time to time, from the due date until payment in full, a part of a month being treated as a full month for the purpose of calculating interest.

9.8 You must pay all amounts due to Us in full without any set-off, counterclaim or deduction. We may, at any time, without limiting any other rights or remedies that We may have, set off any amount that We owe You against any amount that You owe Us.

  1. Title and Risk

10.1 Where We provide Goods, title to the Goods shall pass to You when We have received (in cleared funds) all amounts due to Us from You which are outstanding.

10.2  Notwithstanding clause 10.1, You may use or resell the Goods in the ordinary course of Your business until such time as You become aware, or ought reasonably to have become aware, that any event specified in clause 6.1.2 is or is likely to occur.

10.2 The Goods are at Your risk from the time of delivery in accordance with clause 8.

10.3 Until the date on which title to the Goods passes to You in accordance with clause 10.1, all Goods shall remain Our property and:

10.3.1 You shall store them at Your own cost separately from all other Goods so that they are clearly identifiable as Our property; and

10.3.2 You shall insure them and keep them insured for the full amount due to Us and if the Goods are destroyed by an insured risk, hold the insurance proceeds, separately from all other monies, on trust for Us.

  1. Third Party Contractors

11.1 By entering into a Contract you agree that We may use third party suppliers and contractors in carrying out Services under that Contract.

  1. Warranties, Indemnity and Liability

12.1 Subject to clauses 4.2, clauses 12.2 to 12.6 and clauses 12.8 to 12.10, We warrant that:

12.1.1 the Goods and Services will conform, in all material respects, to the Specification; and be of satisfactory quality and;

12.1.2 Services will be provided with reasonable care and skill.

12.2 Save as set out in clause 12.1 We give no other warranties and We exclude, to the fullest extent permitted by law, all warranties, terms and conditions that would otherwise be implied into the Contract, including all warranties implied by law, custom and practice and course of dealing as to the quality of Goods and/or Services and their fitness for purpose.

12.3  You are responsible for ensuring, that:

12.3.1 the Specification is complete, accurate and fit for Your purposes;

12.3.2 the Services provided are suitable for Your purposes;

12.3.3 any Goods that are provided are suitable for Your purposes and those of Your Customer or end users.

12.4 Subject to clause 12.10 We shall not be liable, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any defect in the Goods or the Services unless:

12.4.1 the Goods have not been mixed with any other products and/or have not been altered by You in any way including but not limited to repackaging or processing the Goods;

12.4.2 You have given Us notice in writing within 1 day of discovery of any visual defect and seven days of discovery of any other defect;

12.4.3 You have given Us the opportunity to inspect the Goods;

12.4.4 if We ask You to, You return the Goods to Us at Your cost;

12.4.5 You do not make any further use of the Goods after You have given Us notice under clause 12.4.2;

12.4.6 You have followed Our instructions regarding commissioning, installation, use and maintenance of the Goods or if none were given, good trade practice;

12.4.7the defect has not arisen as a result of wilful damage, negligence or abnormal storage or working conditions; or

12.4.8 the Goods do not differ from their description as a result of changes made as permitted by clause 4.3.

12.5 You must inspect the Goods on delivery. If any Goods are defective on delivery (or only partially delivered) You must mark the advice note accordingly and You:

12.5.1 shall inform Us (in writing), with full details, before their use or resale and in any event within 24 hours of delivery;

12.5.2 shall allow Us and any carrier to investigate the alleged defect or non-delivery; and

12.6 If, following Our investigations, the Goods have not been delivered or any Goods or Services delivered are found not to be in accordance with clause 12.1, and You have complied in full with clause 12.4 and 12.5 We shall, at Our sole option replace or repair the Goods, re-perform the Services or refund the price of Goods.

12.8 Subject to clause 12.10, We shall not be liable to You or to any person claiming through You for any loss or injury howsoever arising from the Contract, any collateral contract, the supply of Goods or their use or the provision of Services.

12.9 Subject to clause 12.10, Our liability to You for all other losses arising under or in connection with the Contract or any collateral contract, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise shall be limited to the price of the Goods or Services (as applicable) or £100,000 whichever is the lower sum.

12.10 Nothing in the Contract restricts or limits Our or Your liability for death or personal injury resulting from negligence, for fraud or for any other liability which may not be excluded or restricted by law.

12.11 You shall indemnify and keep Us indemnified in full and on demand from all costs, proceedings, actions, claims or demands, liabilities, losses, damages and obligations which We may incur or for which We may be liable (including legal costs and expenses) arising out of or in connection with the Specification infringing or being alleged to infringe third party Intellectual Property Rights.

  1. General

13.1 Any waiver of a part of the Contract is binding only if it is made (or recorded by Us) in writing and expressly states an intention to waive a part of these Conditions. Such a waiver shall not be deemed to be a waiver of any subsequent breach or default.

13.2 No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.3 Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Us.

13.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

13.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

13.6 If We are unable to perform Our obligation to You under the Contract or any other contract between Us and You because of a Force Majeure Event We may, without liability to You, cancel or suspend any of Our obligations to You on notice.

13.7 We and You agree to comply with our respective obligations under the Data Protection Legislation in respect of any Personal Data, which we supply or receive under, or in connection with, this Contract in our respective roles as either Data Controller or Data Processor (as defined under Data Protection Legislation). Where a party is Data Controller it will ensure that it has obtained from all relevant Employees all consents which may be necessary in order for it, or the Data Processor, to lawfully process Personal Data about those Employees for the purposes of delivering the Services and Products. We and You both warrant that we shall both take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data.

13.8 If any provision of this Contract (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Contract, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

13.9 Any notice given in respect of this Contract shall be deemed to have been given if delivered personally (including by courier) to either party at their respective addresses indicated on the order, or at such other address as may be notified by either party from time to time in writing, at the time of delivery or if sent by prepaid, recorded delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK, 7 Business Days after posting. This clause 13.9 does not apply in respect of the service of any proceedings or other legal documents in any legal action.

13.10 Except as expressly provided for in this clause 13.10 a person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. Our assignees shall have the right to enforce the provisions of this Contract.

13.11 We may at any time assign, transfer, charge, subcontractor deal in any other manner with all or any of Our rights under the Contract and may subcontract or delegate in any manner any or all of Our obligations under the Contract to any third party.

13.12 You shall not, without Our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract.

13.13 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.

These terms and conditions (“Terms”) are the Terms that apply to the supply of Goods and provision Services by Simpsons Beverage Supply Co Ltd (together with any of our Group companies), company registration number 09913626, whose registered office is at Unit 1, Chiswick Grove, Blackpool, Lancashire, FY3 9EU (“Simpsons/We/Us/Our/Ours”)

  1. Interpretation

1.1 In these Conditions these definitions shall apply:

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Confidential Information: any and all information and data of a confidential or proprietary nature in whatever form and on whatever media (whether written, oral, visual, electronic, magnetic or other media) which includes: commercial, financial, business, customer, supplier, marketing, third party, technical or other information (including, inventions, ideas, designs, formulae, strategies, software, know-how and trade secrets); the fact that discussions are taking place concerning this Contract; any information which at the time of disclosure is or should be regarded as confidential or proprietary having regard to the nature of the information and the circumstances of the disclosure; and any information, findings, data or analysis derived from the matter mentioned. For the avoidance of doubt this shall include any of Our Customers’ confidential information.

Customer/You/Your/Yours: the person, business, company or organisation to whom We agree to supply the Goods and/or Services.

Data Protection Legislation:  the UK General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018 as amended or updated from time to time, and any successor legislation to the UK GDPR or the Data Protection Act 2018 and all other applicable statutes, directives, or regulations which may supplement, amend, or replace them and relate to data privacy.

Deliverables: any documents, products and materials created or developed by Us or on Our behalf as part of or in connection with the provision of the Services.

Delivery Date: shall be the date set out in the Order Acknowledgement.

Delivery Location: the address or addresses for delivery of the Goods or provision of Services as set out in the Order Acknowledgement or such other address as agreed by Us.

Force Majeure Event: means an event beyond Our reasonable control including strikes, lock-outs, other industrial disputes (whether involving Our workforce or that of any other party), failure of a utility service or transport network, act of God, epidemic or pandemic, accident, war, riot, civil commotion, act of terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, transport delays, explosion, storm, difficulty obtaining supplies or default of suppliers or subcontractors.

Goods: the goods and related accessories, spare parts and documentation and other physical material set out in the Order Acknowledgement.

Goods Specification: any specification for the Goods agreed in writing by Us.

Insolvency Event  means if You go into liquidation or a winding up petition is presented in respect of You (other than for the purpose of a solvent bona fide reconstruction) and such petition is not discharged within 7 days of its presentation or an order is made for the appointment of an administrator or documents are filed for the appointment of an administrator or notice of intention to appoint an administrator is given by You, Your directors or a qualifying floating charge holder, or a receiver or administrative receiver is appointed over the whole or any part of the assets of Your business or You propose to enter or make any arrangement or composition with Your creditors or make an application to a court for the protection of your creditors in any way, are otherwise unable to pay Your debts (within the meaning of any relevant insolvency law) or are the subject of any similar event in any jurisdiction;

Intellectual Property Rights: patents, copyright, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, know-how and trade secrets and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Mandatory Policies: Our policies and codes of conduct relating to such things as anti-bribery, modern slavery, ethics, corporate and social responsibility as notified by Us to You from time to time.

Order: mean Your purchase order.

Order Acknowledgement: means the email that We send You acknowledging Your Order and incorporating these terms and conditions.

Person: includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

Price: shall be the price specified in the Order or where no price is specified, the price set out in Our published price list in force at the time We receive Your Order.

Quotation: shall mean the written quotation that We supply to You detailing the price of the Goods or Services.

Services:  the services, including any Deliverables, set out in the Order and accepted by Us in Our Order Acceptance.

Supplier Materials: all of Your materials, equipment, documents and property.

1.2   and Schedule headings will not affect the interpretation of this Agreement.

1.3 Unless the context otherwise requires, words in the singular include the plural and in the plural, include the singular.

1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.5 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms

  1. Basis of Contract

2.1 Orders for Goods and/or Services placed with Us may be placed in person, in writing, by telephone or by email, but in all cases will be subject to Our written acceptance. It is Your responsibility to ensure that the terms of Your Order are complete and accurate. The contract between You and Us will become legally binding only when We have sent You an Order Acknowledgement. All accepted orders will be deemed to incorporate these terms and conditions and will form the “Contract” with You.

2.2 The Contract overrides any other previous statements, promises, representations and undertakings given or made by Us in relation to the subject matter of the Contract which are not set out in the Contract including brochures, on Our websites, specifications and advertising and the Contract excludes all such items and all other terms not set out in the Contract, including those implied by trade and/or custom and practice (and You acknowledge and agree that You have not relied on the same).

2.3 Quotations provided by Us (whether written or oral) do not constitute offers and are subject to withdrawal without notice and will automatically lapse 20 Business Days after the date of the quotation unless We agree otherwise (as We may agree to do where You submit repeat Orders).

2.4 We reserve the right to make changes to the Goods and/or Services so that We may comply with any applicable law, regulations or safety requirements, or which do not materially affect the nature or quality of the Goods and/or Services.

2.5 Where We provide any advice to You regarding the use of the Goods or Services such advice is provided by way of assistance only and We shall have no liability in respect of this unless We agree otherwise in writing.

  1. Price

3.1 The price for the Goods and/or Services will be as specified on the Quotation that We give You.

3.2  The price of the Goods is inclusive of the costs and charges of packaging and transportation of the Goods unless We specify otherwise.

3.3 At any time before delivery, We may, upon giving You notice, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

3.3.1 any factor beyond Our control including, but not limited to, foreign exchange fluctuations, increases in taxes and duties and increases in labour materials and other manufacturing costs; or

3.3.2 any request by You to change the delivery date(s), quantities or types of the Goods orders, or the Specification; or

3.3.3 any delay caused by any of Your instructions or Your failure to give Us adequate or accurate information or instructions.

3.4 VAT will be charged based on the price, at the rate applying at the time of delivery of the Goods and/or performance of the Services.

3.5 Where You require delivery to more than one address or to any location outside of the UK mainland this will incur additional delivery charges.

3.6 The price excludes all other taxes which may be applicable, and You shall pay any such tax in addition to the price.

  1. Specifications and Samples

4.1 Where We supply Goods or Services in accordance with Your specifications, drawings, instructions or design outputs (“Specification“), You shall ensure that the Specification is in writing, is accurate and is provided in good time in order for Us to fulfil Our contractual obligations to You.

4.2 Without prejudice to Your obligations and liability under clause 4.1, where We provide any design in relation to the Goods or Services You must check and confirm that Your instructions have been interpreted correctly and We may request that You sign and return a copy of the Specification to confirm that You have ensured that the agreed design meets Your Specification or requirements. You acknowledge and agree that no further Services will be provided, and no Goods delivered in accordance with Your Order until We have received the returned signed copy of the Specification. We shall have no liability for errors in any Specification or details supplied and/ or approved by You.

4.3 Where We have provided You with samples, We will use all reasonable endeavours to ensure that the Goods match any samples that you have approved or where We have not provided You with samples We will use all reasonable endeavours to ensure that the Goods are as described in the Order.

4.4 Any special storage instructions and shelf life details will be provided in any Quotations and/or on packaging and delivery notes that We give to You.

  1. Intellectual Property Rights

5.1 The Intellectual Property Rights in any materials, Software and/or equipment, in whatever form, existing prior to the entering into of a Contract, or developed solely by one party entirely independently and unrelated to the Contract, will be owned by the developing party.

5.2 The Intellectual Property Rights in any materials, Software and/or equipment, including drawings, designs, specifications or data, developed or produced by Us in pursuance of a Contract will remain vested in Us unless We specifically agreed otherwise in writing before entering into the Contract.

5.3 Where You supply any Supplier Materials (including logos) for use in connection with Our supply of Goods or Services, You confirm that You have the right to do so. You agree to indemnify Us and to keep Us indemnified at all times against any costs, claims, damages, liabilities or expenses whatsoever that We incur as a result of Our usage of any Supplier Materials that You have provided.

  1. Cancellation

6.1 We may suspend or cancel the Contract or any part of it, by giving You notice if:

6.1.1 You fail to pay Us any money when due (under the Contract or otherwise); or

6.1.2 You suffer an Insolvency Event.

6.2 You may only cancel the Contract or any part of it if We agree in writing and, in such circumstances, You shall pay to Us the sums due for costs incurred up to cancellation, including:

6.2.1 any material, processing and manufacturing costs incurred by Us up to the date of termination;

6.2.2 the price of any specialist non-stock Goods or bespoke Goods that We have obtained, adapted or modified for You;

6.2.3 costs of failed delivery attempts; and

6.2.4 any other costs related to the Contract which We have incurred which are notified by Us to You.

  1. Return of Goods

7.1 We may, at Our sole discretion, accept the return of Goods from You:

7.1.1 if We have expressly agreed to do so in writing;

7.1.2 if the Goods are a standard stock item when You request the return;

7.1.3 on payment of Our re-stocking charges; and

7.1.4 in all cases, where the Goods are as fit for sale on their return as they were on delivery.

This clause 7 does not affect any legal rights that You might have under this Contract or otherwise and is not intended to replace those rights.

  1. Delivery

8.1 We shall use Our reasonable endeavours to meet any performance dates and times specified in the Contract but any such dates and times including all delivery times are estimates only and time shall not be of the essence for delivery of Goods and/or performance of the Services. We will deliver the Goods to the Delivery Location and delivery will be complete upon arrival of the Goods at the Delivery Location.

8.2 If You accept delivery of the Goods or performance of the Services after any estimated delivery or performance time given by Us, delivery or performance will be deemed to have been in accordance with the Contract.

8.3 We may deliver the Goods in instalments. Each instalment is to be treated as a separate contract.

8.4 If delivery does not take place because You are at fault or for reasons beyond Our control, We may charge You for any wasted time and costs incurred by Us in respect of the failed delivery and We may store and insure the Goods at Your expense. We will use reasonable endeavours to attempt to deliver the Goods, but We have the right to sell them after a period of 10 Business Days has passed since the original delivery attempt. We may recover from the proceeds of such sale, Our costs of storage and insurance, Our costs of attempting to deliver the Goods together with the unpaid balance of the sale price of those Goods as at the day of failed delivery. In the event that the sale proceeds are insufficient to cover the costs and sale price, We may invoice You for the shortfall.

8.5 Neither We nor Our carriers shall be responsible for unloading the Goods at the delivery location.

8.6 We may decline to deliver the Goods if  We or Our carrier believe, that it would be unsafe, unlawful or unreasonably difficult to do so or the premises, or the access to them, are unsuitable for the delivery vehicle. Any unforeseen additional costs resulting from any requirement to make repeated or abortive delivery attempts as a result of delivery issues may be invoiced separately and must be paid for by You in accordance with clause 9.

8.7 We will give You notice of the planned delivery date of the Goods and Services. If You cancel the delivery or request an alternative delivery date less than two business days prior to the planned delivery date, We shall be entitled to charge You for any costs incurred in rearranging the delivery.

  1. Payment and Credit Terms

9.1 Subject to clause 9.2, You shall pay Us the price quoted for the Goods and/or Services (as applicable) in accordance with Our invoice, in cleared funds, on or before delivery of the Goods and/or performance of the Services (as applicable). If you fail to do so, We may decline to deliver the Goods and/or perform the Services.

9.2 We may require a deposit to be paid, in advance of the supply of any Goods and/or provision of Services and may at any time during the performance of the contract request that payment be made by instalments.

9.3 We may allow You to have an approved credit account with Us and this will  be on such terms as We specify. The credit account terms, unless We agree otherwise, shall require You to pay the price quoted by the method agreed by Us no later the 28th day of the calendar month following the date of the invoice. Some of the Goods supplied by Us may require proforma or stage payments and would not be covered by Our credit facilities. We will notify You of this at the time You place Your Order with Us.

9.4 We may in Our absolute discretion, decline any application for a credit account and We are not obliged to give any reason for such decision.

9.5 In the event that We agree credit terms with you, We may, in Our absolute discretion, and without liability to You, at any time and without notice:

9.5.1 withdraw Your credit account;

9.5.2 reduce your credit limit or

9.5.3 bring forward Your due date for payment.

9.6 By placing an order with Us or applying for a credit account, You:

9.6.1 consent to Us carrying out such credit referencing and other due diligence as We consider appropriate on an ongoing basis; and

9.6.2 agree that You shall, at Our request, provide all information reasonably requested by Us in relation to Your creditworthiness.

9.7 If you fail to pay Us in full in accordance with clause 9.1,9.2 or 9.3 (as applicable):

9.7.1 We may suspend or cancel future deliveries of Goods and/or provision of Services under any Contract;

9.7.2 We may cancel any discount offered to You; and

9.7.3 You shall pay Us interest, both before and after any judgment, on the amount unpaid at the rate of 4 per cent per annum above base rate from time to time, from the due date until payment in full, a part of a month being treated as a full month for the purpose of calculating interest.

9.8 You must pay all amounts due to Us in full without any set-off, counterclaim or deduction. We may, at any time, without limiting any other rights or remedies that We may have, set off any amount that We owe You against any amount that You owe Us.

  1. Title and Risk

10.1 Where We provide Goods, title to the Goods shall pass to You when We have received (in cleared funds) all amounts due to Us from You which are outstanding.

10.2  Notwithstanding clause 10.1, You may use or resell the Goods in the ordinary course of Your business until such time as You become aware, or ought reasonably to have become aware, that any event specified in clause 6.1.2 is or is likely to occur.

10.2 The Goods are at Your risk from the time of delivery in accordance with clause 8.

10.3 Until the date on which title to the Goods passes to You in accordance with clause 10.1, all Goods shall remain Our property and:

10.3.1 You shall store them at Your own cost separately from all other Goods so that they are clearly identifiable as Our property; and

10.3.2 You shall insure them and keep them insured for the full amount due to Us and if the Goods are destroyed by an insured risk, hold the insurance proceeds, separately from all other monies, on trust for Us.

  1. Third Party Contractors

11.1 By entering into a Contract you agree that We may use third party suppliers and contractors in carrying out Services under that Contract.

  1. Warranties, Indemnity and Liability

12.1 Subject to clauses 4.2, clauses 12.2 to 12.6 and clauses 12.8 to 12.10, We warrant that:

12.1.1 the Goods and Services will conform, in all material respects, to the Specification; and be of satisfactory quality and;

12.1.2 Services will be provided with reasonable care and skill.

12.2 Save as set out in clause 12.1 We give no other warranties and We exclude, to the fullest extent permitted by law, all warranties, terms and conditions that would otherwise be implied into the Contract, including all warranties implied by law, custom and practice and course of dealing as to the quality of Goods and/or Services and their fitness for purpose.

12.3  You are responsible for ensuring, that:

12.3.1 the Specification is complete, accurate and fit for Your purposes;

12.3.2 the Services provided are suitable for Your purposes;

12.3.3 any Goods that are provided are suitable for Your purposes and those of Your Customer or end users.

12.4 Subject to clause 12.10 We shall not be liable, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise for any defect in the Goods or the Services unless:

12.4.1 the Goods have not been mixed with any other products and/or have not been altered by You in any way including but not limited to repackaging or processing the Goods;

12.4.2 You have given Us notice in writing within 1 day of discovery of any visual defect and seven days of discovery of any other defect;

12.4.3 You have given Us the opportunity to inspect the Goods;

12.4.4 if We ask You to, You return the Goods to Us at Your cost;

12.4.5 You do not make any further use of the Goods after You have given Us notice under clause 12.4.2;

12.4.6 You have followed Our instructions regarding commissioning, installation, use and maintenance of the Goods or if none were given, good trade practice;

12.4.7the defect has not arisen as a result of wilful damage, negligence or abnormal storage or working conditions; or

12.4.8 the Goods do not differ from their description as a result of changes made as permitted by clause 4.3.

12.5 You must inspect the Goods on delivery. If any Goods are defective on delivery (or only partially delivered) You must mark the advice note accordingly and You:

12.5.1 shall inform Us (in writing), with full details, before their use or resale and in any event within 24 hours of delivery;

12.5.2 shall allow Us and any carrier to investigate the alleged defect or non-delivery; and

12.6 If, following Our investigations, the Goods have not been delivered or any Goods or Services delivered are found not to be in accordance with clause 12.1, and You have complied in full with clause 12.4 and 12.5 We shall, at Our sole option replace or repair the Goods, re-perform the Services or refund the price of Goods.

12.8 Subject to clause 12.10, We shall not be liable to You or to any person claiming through You for any loss or injury howsoever arising from the Contract, any collateral contract, the supply of Goods or their use or the provision of Services.

12.9 Subject to clause 12.10, Our liability to You for all other losses arising under or in connection with the Contract or any collateral contract, whether in contract (including fundamental breach), tort (including negligence), breach of statutory duty or otherwise shall be limited to the price of the Goods or Services (as applicable) or £100,000 whichever is the lower sum.

12.10 Nothing in the Contract restricts or limits Our or Your liability for death or personal injury resulting from negligence, for fraud or for any other liability which may not be excluded or restricted by law.

12.11 You shall indemnify and keep Us indemnified in full and on demand from all costs, proceedings, actions, claims or demands, liabilities, losses, damages and obligations which We may incur or for which We may be liable (including legal costs and expenses) arising out of or in connection with the Specification infringing or being alleged to infringe third party Intellectual Property Rights.

  1. General

13.1 Any waiver of a part of the Contract is binding only if it is made (or recorded by Us) in writing and expressly states an intention to waive a part of these Conditions. Such a waiver shall not be deemed to be a waiver of any subsequent breach or default.

13.2 No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.3 Any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by Us.

13.4 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

13.5 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

13.6 If We are unable to perform Our obligation to You under the Contract or any other contract between Us and You because of a Force Majeure Event We may, without liability to You, cancel or suspend any of Our obligations to You on notice.

13.7 We and You agree to comply with our respective obligations under the Data Protection Legislation in respect of any Personal Data, which we supply or receive under, or in connection with, this Contract in our respective roles as either Data Controller or Data Processor (as defined under Data Protection Legislation). Where a party is Data Controller it will ensure that it has obtained from all relevant Employees all consents which may be necessary in order for it, or the Data Processor, to lawfully process Personal Data about those Employees for the purposes of delivering the Services and Products. We and You both warrant that we shall both take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and the accidental loss or destruction of, or damage to, Personal Data.

13.8 If any provision of this Contract (or part of any provision) is held by any competent authority to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Contract, and the validity and enforceability of the other provisions of this Agreement shall not be affected.

13.9 Any notice given in respect of this Contract shall be deemed to have been given if delivered personally (including by courier) to either party at their respective addresses indicated on the order, or at such other address as may be notified by either party from time to time in writing, at the time of delivery or if sent by prepaid, recorded delivery, or first class post in the UK, 2 Business Days after posting or if outside the UK, 7 Business Days after posting. This clause 13.9 does not apply in respect of the service of any proceedings or other legal documents in any legal action.

13.10 Except as expressly provided for in this clause 13.10 a person who is not a party to this Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. Our assignees shall have the right to enforce the provisions of this Contract.

13.11 We may at any time assign, transfer, charge, subcontractor deal in any other manner with all or any of Our rights under the Contract and may subcontract or delegate in any manner any or all of Our obligations under the Contract to any third party.

13.12 You shall not, without Our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of Your rights or obligations under the Contract.

13.13 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of England and Wales.