General Terms & Conditions of Sale
1. INTERPRETATION AND APPLICATION
‘Acknowledgement of Order’ means any acknowledgement issued by the Company of an order for goods placed by the Customer.
‘Company’ means 365 Health and Wellbeing Limited
‘Conditions’ means these General Terms and Conditions of Sale.
‘Contract’ means the contract, however made, between the Company and the Customer for the supply of the Goods.
‘Customer’ means the person, firm or Company with whom the Company contract to supply the Goods.
‘Delivery Address’ means such, if any, address as appears as such on any acknowledgement of Order which may be issued by the Company, and if none is issued or specified, such address as may have been agreed by the Company for the purpose for delivery.
‘Goods’ means any goods, materials or services supplied by the Company to the Customer.
‘Incoterms’ means the standard international trading terms drafted by the International Chamber of Commerce which came into force on 1st January 2000.
‘UK Mainland’ means the mainland of England, Scotland and Wales and, for the avoidance of doubt, excludes Northern Ireland and all offshore islands.
‘Parties’ means the Company and the Customer.
‘Writing’ subject to clause 10.3 includes facsimile transmission and comparable means of written communication including e-mail.
The headings in these Conditions and in any other Conditions agreed by the Company are for convenience only and shall not affect their interpretation.
These Conditions apply (in addition to the Company’s General Terms and Conditions of Sale in force from time to time) to all sales of Goods by the Company to the Customer and shall apply in place of and prevail over any terms or conditions contained or referred to in the Customer’s order or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing unless specifically agreed to in Writing by a director or other authorised representative of the Company and any purported provisions to the contrary are hereby excluded or extinguished. The Customer’s acceptance of any deliveries of Goods from the Company shall be conclusive evidence of the application of the Contract to such Goods.
Any typographical, clerical or other error or omission in any sales literature, website, quotation, price list, acceptance or offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company. Any waiver or breach of these Conditions shall not prejudice the Company’s rights in respect of any subsequent breach.
2.1 The publication of a price list or website by the Company constitutes an offer as a quotation capable of acceptance by the Customer within such period as may be specified by the Company in the quotation or, if none is specified, within 48 Hours of the date of the quotation and the Company reserves the right to withdraw or revise any quotation at any time prior to the Company’s acceptance of the Customer’s order.
2.2 The Company’s acceptance of the Customer’s order shall be effective only where such acceptance is made by an authorised representative of the Company. Where the Company issues an Acknowledgement of Order, unless the Customer notifies the Company in Writing within 48 hours after the date of its despatch that any of the particulars given in it are incorrect, the Customer shall be deemed to have accepted that the particulars set out in it are complete and accurate.
2.3 If no quotation or Acknowledgement of Order is given by the Company but the Company has received an order from the Customer, then provided that the Customer shall have had notice of these Conditions, the Goods are supplied and all work is done on and subject to these Conditions alone.
3.1 The price of the Goods shall be the amount contained in the Company’s price list therefore current at the date of invoice. The Company shall have the right at any time before delivery to revise the price of the Goods to take into account increases in costs including (without limitation) costs of any goods, materials, carriage, labour or overheads, the increase or imposition of any tax, duty or other levy and any variation in exchange rates.
3.2 Standard Delivery is up to 28 business days for the United Kingdom. Please note: Unless otherwise stated we only deliver to the United Kingdom. (Non UK Mainland enquiries – please call Head office 01749 343150).
3.3 Subject to any special terms agreed in Writing between the Customer and the Company, the Company shall be entitled to invoice the Customer for the price of the Goods and any other amounts payable by the Customer in relation to the Goods on receipt of order or at any time after delivery of the Goods or if the Customer wrongfully fails to take delivery of the Goods, in which event the Company shall be entitled to invoice the Customer for the price of the Goods at any time after the Company has notified the Customer that the Goods are ready or (as the case may be) that the Company has tendered delivery of the Goods.
4.1 Only UK Mainland delivery is offered and delivery of the Goods shall be made by the Company delivering or arranging for delivery of the Goods in one consignment to one address specified by the Customer.
4.2 Delivery dates mentioned in any quotation, Acknowledgement of Order or elsewhere are approximate only and not of any contractual effect. The Company shall not be under any liability to the Customer in respect of any failure to deliver on any particular date or dates. The Goods may be delivered by the Company in advance of the quoted delivery date upon giving reasonable notice where possible to the Customer.
4.3 If the Customer refuses or fails to take delivery of Goods tendered or fails to take any action necessary on its part for delivery and/or shipment of the Goods the Company shall be entitled at its option:-
4.3.1 to store the Goods until actual delivery and charge the Customer for the related costs (including insurance) of storage; or
4.3.2 to terminate the Contract with immediate effect, to dispose of the Goods as the Company may determine and to recover from the Customer any loss and additional costs incurred as a result of such refusal or failure.
4.4 Unless otherwise expressly agreed in Writing by a duly authorised person on behalf of the Company, the Company may affect delivery of the Goods in one or more instalments.
4.5 The Company reserves the right to invoice the Customer for the amounts charged to the Company by the carrier where the Customer asks the Company to provide a documented proof of delivery (‘POD’). A separate charge may be made for each POD.
4.6 All requests for POD’s must be made in Writing and within 10 days of the date of invoice.
5.TITLE AND RISK
5.1 Risk of or damage to or loss of the Goods shall pass to the Customer at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, at the time when the Company has tendered delivery of the Goods.
5.2 The Goods shall remain the sole and absolute property of the Company as legal and equitable owner until such time as the Customer shall have paid to the Company the agreed price together with the full price of any goods the subject of any other contract with the Company.
5.3. Until such payment the Customer shall be in possession of the Goods solely as bailee for the Company and in a fiduciary capacity and (i) shall maintain the Goods in a satisfactory condition and keep them insured for their full price against all risks; (ii) shall store the Goods (at no cost to the Company) in such a way as to enable them to be identified as the property of the Company; and (iii) shall not destroy, obscure or deface any identifying mark or packaging on or in relation to the Goods.
5.4 The Customer shall be at liberty and may in the ordinary course of its business sell and deliver the Goods or any product produced with the Goods to any third party as principal but holding the proceeds of sale as the Company’s bailee and in a fiduciary capacity.
5.5 The Company reserves the immediate right of repossession of any Goods to which it has retained title as aforesaid and thereafter to re-sell the same and for this purpose the Customer hereby grants an irrevocable right and licence to the Company’s servants and agents to enter upon all or any of its premises with or without vehicles during normal business hours. This right shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any accrued rights of the Company there under or otherwise.
6.THIRD PARTY RIGHTS
6.1 The Company shall have no liability to the Customer in the event the Goods infringing or being alleged to infringe the rights of any third party. In the event the Goods are or may be the subject of third party rights the Company shall be obliged to transfer to the Customer only such title as the Company may have.
6.2 The Customer shall notify the Company forthwith of any claim made or action brought or threatened alleging infringement of the rights of any third party. The Company shall have control over and shall conduct any such proceedings in such manner as it shall determine. The Customer shall provide all such reasonable assistance in connection therewith as the Company may request. The cost of any such proceedings shall be borne in such proportions as the parties shall determine.
6.3 The parties to this Contract do not intend that any term of this Contract will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
7. SPECIFICATIONS AND INFORMATION
7.1 Unless expressly agreed in Writing by the Company all drawings, designs, specifications, samples, colours and particulars of Goods, all materials used in and weights and dimensions specified by the Company or submitted by the Company are for giving an approximate idea only and they will not form part of this Contract and it will not be a sale by sample and the Company shall have no liability in respect of any deviation therefrom. The Company reserves the right to make any changes in any of the foregoing for whatever reason.
7.2 All drawings, patterns, designs, specifications and information submitted by the Company are confidential and shall not be disclosed to any third party without the Company’s consent in Writing.
8.1 The Company shall not be liable to the Customer:-
8.1.1 for shortages in quantity delivered unless the Customer notifies the Company in writing of any claim for short delivery within 48 hours of receipt of the Goods;
8.1.2 for damage to the Goods or any part thereof in transit (where the Goods are carried by the Company’s own transport or by carrier on behalf of the Company) unless the Customer shall notify the Company in Writing of any such claim within 48 hours of receipt of the Goods;
8.1.3 for alleged non-delivery of the Goods unless notice to that effect is given by the Customer to the Company in Writing within 48 hours of receipt of the Goods;
8.1.4 for defects in the Goods caused by fair wear and tear, abnormal conditions of storage or abnormal working conditions, wilful damage, negligence, failure to follow the Company’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Company’s prior written approval;
8.1.5 for other defects in the Goods unless notified to the Company within 14 days of receipt of the Goods by the Customer or where the defect would not be apparent on reasonable inspection within 1 months of delivery.
8.2. Where liability is accepted by the Company under Condition 8.1 the Company’s only obligation shall be at its option to make good any shortage or non-delivery and/or as appropriate to replace or repair any of the Goods found to be damaged or defective and/or to refund the cost of any such Goods to the Customer.
8.3 The Company’s aggregate liability to the Customer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered Goods which gave rise to such liability as determined by the nett price invoiced to the Customer in respect of any occurrence or series of occurrences.
8.4 Except as expressly provided in these Conditions and in relation to Contract with persons dealing as consumers (within the meaning of the Unfair Contract Terms Act 1977) all conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Goods are hereby excluded and the Company shall be under no liability to the Customer for any loss, damage or injury direct or indirect (including without prejudice to the generality of the foregoing) consequential loss or damage, whether for loss of profit or otherwise resulting from defective material, faulty workmanship or otherwise howsoever arising and whether or not caused by the negligence of the Company its employees or agents SAVE THAT nothing in these Conditions excludes or limits the Company’s liability for fraud or fraudulent misrepresentation or any other matter where it would be illegal to exclude or to attempt to exclude liabilities.
8.5 The Company’s prices are determined on the basis of the limits of liability set out in this Condition. The Customer may make written notice to the Company requesting the Company to agree a higher limit of liability provided the insurance cover can be obtained therefore. The Company shall effect insurance up to such limit and the Customer shall pay upon demand the amount of any and all premiums. The Customer shall disclose such information as the insurers shall require. In no case shall the Customer be entitled to recover from the Company more than the amount received from the insurers.
8.6 The Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer as a direct or indirect result of the Supply of the Goods by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances or events beyond the Company’s reasonable control including but not limited to act of God, war, riot, strike, lock-out, trade dispute or labour disturbance, accident, break-down of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials or transport or other circumstances affecting the supply of Goods or of raw materials therefore by the Company’s source of supply or the manufacture of the Goods by the Company’s normal means, or the delivery of the Goods by the Company’s normal route or means of delivery. If due to such circumstances or events the Company has insufficient stocks to meet all its commitments the Company may apportion available stocks between its customers at its sole discretion.
9. INSOLVENCY AND DEFAULT
9.1 This Condition applies in the following circumstances:-
9.1.1 the Customer is in breach of any of the terms hereof and (if such breach is remediable) fails to remedy such breach within 30 days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; or
9.1.2 an encumbrancer takes possession or a receiver and/or manager, administrator or administrative receiver is appointed over any of the property, undertaking or assets of the Customer; or
9.1.3 the Customer makes any voluntary arrangement with its creditors or becomes subject to an Administration Order;
9.1.4 the Customer goes into liquidation (except for purposes of amalgamation or reconstruction and in such manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on the Customer under this Agreement) or has a bankruptcy order made against him or makes an arrangement or composition with his creditors or takes the benefit of any provision for the relief of insolvent debtors;
9.1.5 anything analogous occurs to any of the foregoing under the law of jurisdiction in relation to that other party;
9.1.6 the Customer ceases, or threatens to cease, to carry on business; or
9.1.7 the Company reasonably apprehends that any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly.
9.2 If this Condition applies then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled without any liability to the Customer to stop any of the Goods in transit and/or suspend further deliveries and/or by notice in Writing to the Customer terminate the contract and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.1 If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Goods by the Customer the Customer shall obtain the same at its own expense and if necessary produce evidence of the same to the Company on demand. Failure so to do shall not entitle the Customer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Company resulting from such failure shall be for the Customer’s account.
10.2 Failure by the Company to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
10.3 Any communication required to be made under this Contract shall be in Writing but where these Conditions require a notice then this shall only be validly given if in writing sent by pre-paid first class post or delivered by hand to the party concerned (at its registered office or, in the case of the Customer, at the address given by the Customer to the Company) or by facsimile transmission. Notices sent by first class post shall be deemed to have been given two working days after posting (exclusive of the day of posting); notices delivered by hand shall be deemed to have been received on that day unless they are sent after 4.00pm or on a non working day when they shall be deemed to have been served on the next working day. For the avoidance of doubt notices will not be validly served if sent by e-mail.
10.4 The Contract shall be governed by and construed in accordance with the Laws of England and the parties hereby submit to the jurisdiction of the English court.
GOODS RETURNED FOR CREDIT
Return of Goods:
We will refund you, or replace any item returned to us within 14 days of receipt, in as new condition, unused and in original packaging including all labels and tags etc. Postage to cover the cost of returning goods, for exchange or refund, is the responsibility of the customer. We can arrange a collection on your behalf for a small fee so please call for details. Please clearly label all returns to ‘Returns Department’. You should also remember to include your name, address, daytime telephone number and a covering letter explaining why you are returning goods and what you would like us to do; exchange or refund? With any returns (we reserve the right not to refund any item returned that is not in new condition or after the 14 day period).
Refunding of money:
Although debits are a rapid transaction by Payment Service Providers, please allow 10 working days for your account to be credited. This is due to the process of refunding and not any delay on our part.
There will be no exceptions to the above arrangement. If further clarification is required please contact our sales office.
365 Health and Wellbeing Limited, c/o 12 Temple Street, Liverpool, Merseyside.