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Terms & Conditions:

 

1. About Us:

1.1 Company details. Tanna’s Limited (company number 03643623) (we and us), is a company registered in England and Wales and our registered office is at Tannas House, Unit 13-14 Cygnus Business Centre, Dalmeyer Road, London, NW10 2XA. Our VAT number is 228 4465 52. We operate the website http://www.tannas.co.uk.

1.2 Contacting us. To contact us telephone our customer service team at 0208 459 0521 or email sales@tannas.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 15.2.

 

2. Our Contract With You:

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. in the Contract.

 

3. Placing An Order and Its Acceptance:

3.1 Placing your order. You can place an order:

3.1.1 online, by following the onscreen prompts;
3.1.2 by calling our customer service team at 0208 459 0521; or
3.1.3 by emailing our customer service team at sales@tannas.co.uk only. For the avoidance of doubt orders attempted to be placed via any other email address will only be processed with our prior written consent.
Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3 Accepting your order. Our acceptance of your order takes place when we send the email to you to acknowledge that we received it and accepted it, at which point the Contract between you and us will come into existence.

3.4 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

 

4. Our Goods:

4.1 The images of the Goods on our site, or in our catalogue or quotation, are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.

4.2 The packaging of your Goods may vary from that shown on images on our site , or in our catalogue or quotation.

4.3 Any custom Goods will be provided in accordance with any specification (including any related plans and drawings) for such Goods, that is agreed in writing between us (Specification).

4.4 We reserve the right to amend the specification of the Goods, or any Specification, if required by any applicable statutory or regulatory requirement.


5. Return and Refund:

5.1 You may cancel the Contract and receive a refund (subject to clause 5.4.3) if you notify us as set out in clause 5.3 within 14 days of your decision to cancel the Contract.

5.2 However, this cancellation right does not apply in the case of:

5.2.1 food, condiments, beverages and/or other perishable goods;
5.2.2 any Goods that are unsealed after you receive them;
5.2.3 any Goods supplied in accordance with any Specification (as relevant);
5.2.4 any Goods which become mixed inseparably with other items after their delivery;
or
5.2.5 any Goods which are specified as non-returnable and/or denoted by the “Non returnable” product symbol in the Company’s catalogue.

5.3 To cancel the Contract, you can fill out our easy returns form or email us at returns@tannas.co.uk. Please include details of your order to help us to identify it. Your cancellation is effective from the date you send us the email. For example, you will have given us notice in time as long as you email us before 5pm on that day.

5.4 If Goods have been delivered to you before you decide to cancel the Contract then you must:

5.4.1 we will (subject to clause 5.5) arrange to collect the Goods from you from the address to which they were delivered;
and
5.4.2 pay a restocking fee, equal to 15% of the price of the Goods.

5.5 If you fail to allow us to collect the Goods (after 2 attempts), you must return them to us (at your sole cost), without undue delay and in any event not later than 3 days after the day on which you let us know that you wish to cancel the Contract, securely packaged using a tracked delivery service.
If in any doubt, please contact our Customer Services team for information on how to arrange a return.

 

6. Delivery, Transfer of Risk and Title:

6.1 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 (Events Outside Our Control) for our responsibilities when this happens.

6.2 Delivery is complete once the Goods have been delivered at the address for delivery set out in your order and the Goods will be at your risk from that time.

6.3 You own the Goods once we have received payment in full, including all applicable delivery charges.

6.4 Until you own the Goods, you shall:

6.4.1 store the Goods separately from all other goods so that they remain readily identifiable as our property;
and
6.4.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.

6.5 If, before you own the Goods you become subject to any of the events listed in clause 13.1, then, without limiting any other right or remedy we may have we may at any time:

6.5.1 require you to deliver up all Goods in your possession;
and
6.5.2 if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

6.6 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

6.7 If you fail to take delivery within 3 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods and after deducting any 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.


7. No International Delivery:

7.1 Unfortunately, we do not deliver to addresses outside the UK.

7.2 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.


8. Price of Goods and Delivery Charges:

8.1 The prices of the Goods will be as quoted to you at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.

8.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.

8.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

8.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order and otherwise are:

8.4.1 £4.95 (for orders under £30);
&
8.4.2 Free (for orders over £30).

8.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

8.5.1 where the Goods’ correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you;
&
8.5.2 if the Goods’ correct price is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

9. How to Pay:

9.1 We may invoice you for the Goods (and all applicable delivery charges) on or at any time after the completion of delivery.

9.2 You shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. You can pay for Goods using a debit card or credit card, or via BACS to the bank account nominated in writing by us. Time of payment is of the essence.

9.3 If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

9.4 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by you to us.

 

10. Manufacturer’s Guarantee:

Some of the Goods we sell to you may come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods. However, we do not covenant to assign or transfer the benefit of any manufacturer guarantee to you.

 

11. Our Warranty for the Goods:

11.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.

11.2 Subject to clause 11.3, if:

11.2.1 you give us notice in writing within 3 days of delivery that some or all of the Goods are defective, or otherwise do not conform to your order;
11.2.2 we are given a reasonable opportunity of examining the Goods; and
11.2.3 if we ask you to do so, you return the Goods to us at our cost,
we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

11.3 We will not be liable to you if:

11.3.1 you make any further use of the Goods after giving notice to us under clause 11.2;
11.3.2 the defect arises as a result of us following any Specification;
11.3.3 you alter or repair the Goods without our written consent;
11.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
or
11.3.5 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

11.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

11.5 These Terms also apply to any repaired or replacement Goods supplied by us to you.


12. Our Liability: Your Attention Is Particularly Drawn to this Clause:

12.1 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.

12.2 Nothing in these Terms limits or excludes our liability for:

12.2.1 death or personal injury caused by our negligence;
12.2.2 fraud or fraudulent misrepresentation;
12.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
or
12.2.4 any other liability that cannot be limited or excluded by law.

12.3 Subject to clause 12.2, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

12.3.1 any loss of profits, sales, business, or revenue;
or
12.3.2 any indirect or consequential loss.

12.4 Subject to clause 12.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Goods.

12.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

 

13. Termination:

13.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

13.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
13.1.2 you fail to pay any amount due under the Contract on the due date for payment;
13.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
13.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
or
13.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.


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 the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

14.2.1 we will contact you as soon as reasonably possible to notify you; &
14.2.2 our obligations under the Contract 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 delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.


15. Communications Between Us:

15.1 When we refer to “in writing” in these Terms, this includes email.

15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

15.3 A notice or other communication is deemed to have been received:

15.3.1 if delivered personally, on signature of a delivery receipt;
15.3.2 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; or
15.3.3 if sent by email, at 9.00 am the next working day after transmission.

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.


16. General:


17. Assignment and Transfer:

17.1 We may assign or transfer our rights and obligations under the Contract to another entity.
17.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, 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 against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

17.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.

Terms & Conditions:

 

1. About Us:

1.1 Company details. Tanna’s Limited (company number 03643623) (we and us), is a company registered in England and Wales and our registered office is at Tannas House, Unit 13-14 Cygnus Business Centre, Dalmeyer Road, London, NW10 2XA. Our VAT number is 228 4465 52. We operate the website http://www.tannas.co.uk.

1.2 Contacting us. To contact us telephone our customer service team at 0208 459 0521 or email sales@tannas.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 15.2.

 

2. Our Contract With You:

2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.

2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract. in the Contract.

 

3. Placing An Order and Its Acceptance:

3.1 Placing your order. You can place an order:

3.1.1 online, by following the onscreen prompts;
3.1.2 by calling our customer service team at 0208 459 0521; or
3.1.3 by emailing our customer service team at sales@tannas.co.uk only. For the avoidance of doubt orders attempted to be placed via any other email address will only be processed with our prior written consent.
Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.

3.2 Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order is complete and accurate.

3.3 Accepting your order. Our acceptance of your order takes place when we send the email to you to acknowledge that we received it and accepted it, at which point the Contract between you and us will come into existence.

3.4 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.

 

4. Our Goods:

4.1 The images of the Goods on our site, or in our catalogue or quotation, are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.

4.2 The packaging of your Goods may vary from that shown on images on our site , or in our catalogue or quotation.

4.3 Any custom Goods will be provided in accordance with any specification (including any related plans and drawings) for such Goods, that is agreed in writing between us (Specification).

4.4 We reserve the right to amend the specification of the Goods, or any Specification, if required by any applicable statutory or regulatory requirement.


5. Return and Refund:

5.1 You may cancel the Contract and receive a refund (subject to clause 5.4.3) if you notify us as set out in clause 5.3 within 14 days of your decision to cancel the Contract.

5.2 However, this cancellation right does not apply in the case of:

5.2.1 food, condiments, beverages and/or other perishable goods;
5.2.2 any Goods that are unsealed after you receive them;
5.2.3 any Goods supplied in accordance with any Specification (as relevant);
5.2.4 any Goods which become mixed inseparably with other items after their delivery;
or
5.2.5 any Goods which are specified as non-returnable and/or denoted by the “Non returnable” product symbol in the Company’s catalogue.

5.3 To cancel the Contract, you can fill out our easy returns form or email us at returns@tannas.co.uk. Please include details of your order to help us to identify it. Your cancellation is effective from the date you send us the email. For example, you will have given us notice in time as long as you email us before 5pm on that day.

5.4 If Goods have been delivered to you before you decide to cancel the Contract then you must:

5.4.1 we will (subject to clause 5.5) arrange to collect the Goods from you from the address to which they were delivered;
and
5.4.2 pay a restocking fee, equal to 15% of the price of the Goods.

5.5 If you fail to allow us to collect the Goods (after 2 attempts), you must return them to us (at your sole cost), without undue delay and in any event not later than 3 days after the day on which you let us know that you wish to cancel the Contract, securely packaged using a tracked delivery service.
If in any doubt, please contact our Customer Services team for information on how to arrange a return.

 

6. Delivery, Transfer of Risk and Title:

6.1 Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 (Events Outside Our Control) for our responsibilities when this happens.

6.2 Delivery is complete once the Goods have been delivered at the address for delivery set out in your order and the Goods will be at your risk from that time.

6.3 You own the Goods once we have received payment in full, including all applicable delivery charges.

6.4 Until you own the Goods, you shall:

6.4.1 store the Goods separately from all other goods so that they remain readily identifiable as our property;
and
6.4.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods.

6.5 If, before you own the Goods you become subject to any of the events listed in clause 13.1, then, without limiting any other right or remedy we may have we may at any time:

6.5.1 require you to deliver up all Goods in your possession;
and
6.5.2 if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.

6.6 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.

6.7 If you fail to take delivery within 3 days after the day on which we notified you that the Goods were ready for delivery, we may resell part of, or all the Goods and after deducting any 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.


7. No International Delivery:

7.1 Unfortunately, we do not deliver to addresses outside the UK.

7.2 You may place an order for Goods from outside the UK, but this order must be for delivery to an address in the UK.


8. Price of Goods and Delivery Charges:

8.1 The prices of the Goods will be as quoted to you at the time you submit your order. We take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered.

8.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.

8.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.

8.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order and otherwise are:

8.4.1 £4.95 (for orders under £30);
&
8.4.2 Free (for orders over £30).

8.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:

8.5.1 where the Goods’ correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you;
&
8.5.2 if the Goods’ correct price is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.

9. How to Pay:

9.1 We may invoice you for the Goods (and all applicable delivery charges) on or at any time after the completion of delivery.

9.2 You shall pay the invoice in full and in cleared funds within 30 days of the date of the invoice. You can pay for Goods using a debit card or credit card, or via BACS to the bank account nominated in writing by us. Time of payment is of the essence.

9.3 If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank plc’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount.

9.4 You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies we may have, set off any amount owing to us by you against any amount payable by you to us.

 

10. Manufacturer’s Guarantee:

Some of the Goods we sell to you may come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the Goods. However, we do not covenant to assign or transfer the benefit of any manufacturer guarantee to you.

 

11. Our Warranty for the Goods:

11.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.

11.2 Subject to clause 11.3, if:

11.2.1 you give us notice in writing within 3 days of delivery that some or all of the Goods are defective, or otherwise do not conform to your order;
11.2.2 we are given a reasonable opportunity of examining the Goods; and
11.2.3 if we ask you to do so, you return the Goods to us at our cost,
we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

11.3 We will not be liable to you if:

11.3.1 you make any further use of the Goods after giving notice to us under clause 11.2;
11.3.2 the defect arises as a result of us following any Specification;
11.3.3 you alter or repair the Goods without our written consent;
11.3.4 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
or
11.3.5 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

11.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

11.5 These Terms also apply to any repaired or replacement Goods supplied by us to you.


12. Our Liability: Your Attention Is Particularly Drawn to this Clause:

12.1 We only supply the Goods for internal use by your business, and you agree not to use the Goods for any resale purposes.

12.2 Nothing in these Terms limits or excludes our liability for:

12.2.1 death or personal injury caused by our negligence;
12.2.2 fraud or fraudulent misrepresentation;
12.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
or
12.2.4 any other liability that cannot be limited or excluded by law.

12.3 Subject to clause 12.2, we will under no circumstances be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

12.3.1 any loss of profits, sales, business, or revenue;
or
12.3.2 any indirect or consequential loss.

12.4 Subject to clause 12.2, our total liability to you for all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed the price of the Goods.

12.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.

 

13. Termination:

13.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:

13.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
13.1.2 you fail to pay any amount due under the Contract on the due date for payment;
13.1.3 you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
13.1.4 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
or
13.1.5 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.

13.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.


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 the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

14.2.1 we will contact you as soon as reasonably possible to notify you; &
14.2.2 our obligations under the Contract 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 delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.


15. Communications Between Us:

15.1 When we refer to “in writing” in these Terms, this includes email.

15.2 Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

15.3 A notice or other communication is deemed to have been received:

15.3.1 if delivered personally, on signature of a delivery receipt;
15.3.2 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; or
15.3.3 if sent by email, at 9.00 am the next working day after transmission.

15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.


16. General:


17. Assignment and Transfer:

17.1 We may assign or transfer our rights and obligations under the Contract to another entity.
17.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

17.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

17.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, 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 against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

17.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

17.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

17.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.

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