BUSINESS means the business carried out by the Buyer at the date of the Contract;
BUYER means the person, company, partnership or other entity who buys or agrees to buy the Goods from the Seller;
CATALOGUE means the Seller's current catalogue of products, including any current fliers or other promotional material in paper or electronic format which the Seller may from time to time circulate;
CONDITIONS mean the terms and conditions of sale set out in this document as may be amended in writing from time to time and any special terms and conditions agreed in writing by the Seller;
CONSUMER a Buyer that is an individual acting wholly or mainly outside of their business or trade;
CONTRACT means a contract between the Seller and the Buyer for the sale and purchase of Goods in accordance with these Conditions;
DELIVERY DATE means the date specified by the Seller when the Goods are to be delivered, or the date on which delivery takes place, whichever is the later;
DELIVERY DESTINATION means the location specified in a Contract for the delivery of Goods ordered by the Buyer;
DISPATCH CONFIRMATION an email from the Seller to the Buyer accepting the Buyer's Offer to Purchase Goods and confirming that such Goods have been dispatched;
GOODS mean the items which the Buyer agrees to purchase from the Seller from time to time;
ORDER CONFIRMATION an automatic email from the Seller to the Buyer confirming receipt of the Buyer's order;
SELLER means Online Lighting Limited trading as Online Lighting, company number 2923542, current trading address is 24-26 Vincent Ave, Crownhill, Milton Keynes, MK8 0AB;
WEBSITE means any web site owned or operated by the Seller and/or any URL owned and used by the Seller;
WORKING DAY means any weekday (i.e. Monday to Friday) on which banks and other financial institutions in the City of London are open for business.
These Conditions will apply to any contract between us for the sale of Goods to you. Please read these Conditions carefully and make sure that you understand them, before ordering any Goods from our site. Please note that before placing an order you will be asked to agree to these Conditions. If you refuse to accept these Conditions, you will not be able to order any Goods from our Website.
We may amend these Conditions from time to time as set out in Clause 8. Every time you wish to order Goods, please check these Conditions to ensure you understand the terms which will apply at that time. These Conditions were most recently updated on 31st March 2015.
These Conditions, and any Contract between us, are only in the English language.
2. Information about us
2.1 We operate the website www.onlinelighting.co.uk. We are Online Lighting Limited, a company registered in England and Wales under company number 02923542 and with our registered office at Palladium House, 1-4 Argyll Street, London, W1F 7LD United Kingdom. Our VAT number is GB 650 6449 35.
2.2 Contacting us if you are a Consumer:
2.2.1 To cancel a Contract in accordance with your legal right to do so as set out in Clause 13, you just need to let us know that you have decided to cancel. The easiest way to do this is to email us at [email protected] or contact our customer services team by telephone on 0345 646 1140 (From outside the UK: +44 (0)1908 651112) or by post to Online Lighting, 24-26 Vincent Ave, Crownhill, Milton Keynes, MK8 0AB. If you are emailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us.
2.2.2 If you wish to contact us for any other reason, including because you have any complaints, you can contact us by telephoning our customer service team at 0345 646 1140 (From outside the UK: +44 (0)1908 651112) or by emailing us at [email protected]
2.2.3 If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the address you provide to us in your order.
2.3 Contacting us if you are a business:
2.3.1 You may contact us by telephoning our customer service team at 0345 646 1140 (From outside the UK: +44 (0)1908 651112) or by emailing us at [email protected]. If you wish to give us formal notice of any matter in accordance with these conditions, please see Clause 23.6.
3. Our products
3.1 The images of the Goods on our site 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. Your Goods may vary slightly from those images.
3.2 The packaging of the Goods may vary from that shown on images on our site.
4. How we use your personal information
5. If you are a Consumer
This Clause 5 only applies if you are a Consumer.
5.1 If you are a Consumer, you may only purchase Goods from our site if you are at least 18 years old.
6. If you are a business customer
This Clause 6 only applies if the Buyer is a business.
6.1 If you are not a Consumer, you confirm that you have authority to bind any business on whose behalf you use our site to purchase Goods.
6.2 These Conditions shall apply to all Contracts to the exclusion of all other terms and conditions, including any terms and conditions which the Buyer may purport to apply under any purchase order, confirmation of order, or similar document.
6.3 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions.
6.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
7. How the contract is formed
7.1 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods pursuant to these Conditions. Our Website will guide you through the ordering process and will give you due opportunity to check and amend any errors before submitting your order. Please check your order at each stage of the order process.
7.2 Any order placed through the Website receives an Order Confirmation but will not be deemed to have been accepted by the Seller until such time as the order has been processed through the Seller's order processing system and the Buyer receives a Despatch Confirmation.
7.3 In the case of a Buyer that is not a Consumer, in the event of a change in ownership of the Business or any part of it, the Buyer shall remain liable for any payment due under the Contract unless otherwise agreed in writing by the Seller.
7.4 Once a Contract has been formed, any variation to these Conditions, and any Contract, shall be inapplicable unless agreed in advance in writing by the Seller.
7.5 Quotations issued by the Seller, whether on the Website, in the Catalogue or otherwise, do not constitute an offer by the Seller to supply the Goods referred to therein.
7.6 The Seller reserves the right to refuse to supply any potential Buyer at any time for any reason.
7.7 If we are unable to supply you with a Good, for example because that Good is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our Website, we will inform you of this by email and we will not process your order. If you have already paid for the Good(s), we will refund you the full amount including any delivery costs charged as soon as possible.
8. Our right to vary these terms
8.1 We amend these Conditions from time to time. Please refer Clause 1.1 on page one to see when these Conditions were last updated and which Conditions were changed.
8.2 Every time you order Goods from us, the Conditions in force at the time of your order will apply to the Contract between you and us.
8.3 We may revise these Conditions as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.
8.4 If we have to revise these Conditions as they apply to your order, we will contact you to give you reasonable advance notice of the changes and let you know how to cancel the Contract if you are not happy with the changes. You may cancel either in respect of all the affected Goods or just the Goods you have yet to receive. If you opt to cancel, you will have to return (we will organise collection at our cost via our own carrier) any relevant Goods you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.
9.1 Where the Goods are sold by reference to the Website then the price of the Goods shall be the price stipulated on the Website at the date of the Contract. However due to market conditions prices do fluctuate. For the avoidance of doubt the most current price, and the one that will apply in respect of any Contract, will always be the one displayed on the Website at the time the Contract is formed.
9.2 All prices are fixed at the date of the Contract and will only subsequently be varied by agreement in writing by both the Buyer and the Seller.
9.3 For the avoidance of doubt, unless otherwise stated, prices quoted for Goods on the Website are shown per item.
9.4 The price of a Good includes VAT (where applicable) at the prevailing rate chargeable in the UK for the time being.
9.5 All prices quoted or on the Website and all charges referred to in these Conditions are in pounds sterling unless otherwise specified, and all payments must be made in pounds sterling unless otherwise agreed in writing by the Seller.
9.6 Whilst the Seller undertakes every effort in order to prevent any errors and / or omissions on the Website, mis-pricing may occur. The Seller reviews all prices as part of its order processing system, and in the event that the product's correct price is lower than that stated on the Website then the Seller will charge the lower amount and process the order accordingly. In the event that the product's correct price is higher than that stated on the Website or the Catalogue (as applicable) then the Seller will, in its entire discretion, either:
9.6.1 contact the Buyer for instructions prior to dispatch of the order; or
9.6.2 cancel the order and notify the Buyer of such cancellation.
9.7 The Seller reserves the right to charge such taxation including and without any limitation any charge, tax, duty, levy, impost, withholding or liability wherever chargeable imposed for support of national, state, federal, municipal or local government or any other person or whether of the UK or any other jurisdiction on the Goods in accordance with the Waste Electrical and Electronic Equipment Directive and/or its United Kingdom equivalent.
10. Delivery, Packing & Handling Charges
10.1 Delivery, packing and handling charges are displayed on the web site. These are subject to change and the Seller reserves the right to notify the Buyer of any such change prior to the Delivery Date.
10.2 We offer free delivery on the majority of our fittings. However, some fittings are excluded from this offer and this exclusion list may change from time to time. You will notified of any exclusions at checkout.
10.3 Any date quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused.
10.4 If you are a Consumer, delivery will be made no more than 30 days after the date of the Despatch Confirmation unless you and we expressly agree otherwise. Delivery shall take place by such method as the Seller may in its absolute discretion decide, to the Delivery Destination on or as close to the Delivery Date as is reasonably practicable in all the circumstances.
10.5 Deliveries shall be made between 8.30 am and 6.00 pm on any Working Day (Monday to Friday) unless you have expressly agreed and paid for a Saturday or Sunday delivery. This excludes Bank Holidays.
10.6 In the event that the Buyer requires a delivery on a day or time outside of the Seller's normal delivery in accordance with Clause 10.4 the Seller reserves the right to make an additional charge, and shall advise the Buyer of such additional charge when the order is confirmed. For the avoidance of doubt, if you are not a Consumer the Delivery Date is approximate only, and time shall not be of the essence for delivery.
10.7 Delivery of the Goods shall be deemed to have taken place when they have been delivered to the Delivery Destination and a signature on behalf of the Buyer has been received in respect of the Goods.
10.8 In the event that payment for the Goods has been, or is to be, made through the use of a debit or credit card then the Seller reserves the right to only deliver the Goods to the registered address of the holder of that card.
10.9 If, for any reason, the Buyer is not a Consumer and is unable to accept delivery of the Goods when the Goods are due and ready for delivery then the Seller may, in its absolute discretion, arrange the storage of the Goods and the Buyer shall be liable to the Seller for the reasonable costs (including insurance) of such storage. This provision is without prejudice to any of the Seller's rights in relation to a failure by the Buyer to take delivery of the Goods or pay for them in accordance with the terms of the Contract.
10.10 The Seller reserves the right (in appropriate circumstances) to add a packing and insurance charge to any order placed by a Buyer who is not a Consumer to protect any Goods during transit.
These Clauses 10.11 to 10.15 only apply if you are a Consumer.
10.11 If we miss the 30 day delivery deadline for any Goods (subject to Clause 10.3) then you may cancel your Contract straight away if any of the following apply:
10.11.1 we have refused to deliver the Goods;
10.11.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
10.11.3 you told us in writing before we accepted your order that delivery within the delivery deadline was essential.
10.13 If you do not wish to cancel your order straight away, or do not have the right to do so under Clause 10.10, you can give us a new deadline for delivery, which must be reasonable, and you can cancel your order if we do not meet the new deadline.
10.14 If you do choose to cancel your order for late delivery under Clause
10.15, you can do so for just some of the Goods or all of them, unless splitting them up would significantly reduce their value. If the Goods have been delivered to you, you will have to return them to us or allow us to collect them, and we will pay the costs of this. After you cancel your order we will refund any sums you have paid to us for the cancelled Goods and their delivery.
11. Terms of payment
11.1 The Buyer shall make payment to the Seller for any orders in advance through one or more of the following mechanisms:
11.1.1 authorised credit card;
11.1.2 authorised debit card;
11.2 In the event that the Buyer makes payment for the Goods through either an authorised credit card or an authorised debit card then whilst the Seller shall use all reasonable precautions to protect and maintain secure the details of such credit or debit card, the Seller shall not be liable for any losses incurred or sustained by the Buyer howsoever caused. In the event that the Buyer discovers that any Goods have been ordered and paid for by persons unauthorised by the Buyer using the Buyer's credit or debit card then the Buyer undertakes to inform the Seller, and (without prejudice to Clause 6.1) the Seller undertakes to use its reasonable endeavours to assist the Buyer in connection with such unauthorised use.
11.3 In the event that the Buyer receives any communication informing you that any of our details, including our account details for payment or other remittance advice have changed, you must contact our customer services team (on 0345 646 1140 (From outside the UK: +44 (0)1908 651112), or [email protected]) to verify the authenticity of that communication prior to taking any action in case it is fraudulent or otherwise does not originate from the Seller.
12. Breakages, cancellations and returns
This Clause 12 applies if the Buyer is not a Consumer
12.1 The Seller must be notified of any defect in the quality or condition of the Goods within 30 days of receipt of the Goods by the Buyer.
12.2 In the event that the Goods are standard items i.e.. Goods on the Website, then the Buyer may cancel the contract within 14 days from the date of receipt by contacting the Seller's Customer Support Team [email protected] or by telephone 0345 646 1140 (From outside the UK: +44 (0)1908 651112), whereupon the Seller can make arrangements with the Buyer for the collection of the goods at the customer's expense via our carrier. Alternatively, the customer can return the products themselves at their expense via a signed for service. Goods cannot be returned without an Authorised Returns Number. The Buyer is responsible for return postage costs unless a product proves to be faulty.
12.3 Any items returned by the Buyer under the provisions of Clause 12.2 must be returned within 14 days. Good(s) must be returned in a totally resalable condition with all packaging, accessories and instructions complete and intact. If products and their packaging are not returned in a satisfactory condition, including damage caused as a result of insufficient packaging by the consumer for the return transition to us, we are permitted by law to refuse a refund or reduce your refund accordingly to take into consideration the reduction in value of the Good(s).
12.4 For the avoidance of doubt, the right of cancellation contained in Clause 12.2 shall not apply to any Goods which are not standard stocked items (i.e. Specials) or Goods described on the Website as “Made to order”. “Made to order” Goods cannot be cancelled or returned once the order is accepted. By ordering the Goods the Buyer will have entered into a binding contract to buy the Goods and cannot cancel that contract. Once the Goods have been delivered the Buyer can only return them if they are faulty or damaged.
12.5 The Seller may cancel any Contract at any time before the Goods are delivered. On giving such notice the Seller shall promptly repay to the Buyer any sums paid in respect of the Goods less an administration fee. Without prejudice to the limitation of liability under Clause 17, the Seller shall not be liable for any loss or damage whatever arising from any cancellation in accordance with this Clause.
12.6 The Buyer may not withhold payment of any invoice or other amount due to the Seller under this Contract by reason of any right of set-off or counterclaim which the Buyer may have or alleged to have for any reason whatsoever. All refunds shall be credited to the Buyer in accordance with Clause 12.7 below.
12.7 Any monies due to the Buyer by the Seller as a result of any return of Goods under this Clause 12 shall be refunded within 30 days of receipt by the Seller of the returned Goods through the same method as which payment for the Goods was originally made, save that such refund shall only extend to delivery or insurance charges rendered in respect of the Goods in the event that the Goods are being returned as a result of breakages or fault. In that event, where the value (in pounds sterling) of the Goods returned is less than the entire value of the Goods ordered under any one particular Contract the Seller reserves the right to only refund to the Buyer the same percentage of the delivery or insurance charges as the value of the Goods returned represented to the value of all Goods ordered under the Contract. By way of illustration only, if the value of all Goods under a particular Contract is £100.00, and £50.00 of those Goods are returned, then the Seller reserves the right to only refund 47.9% of the delivery and insurance charges for those Goods under that Contract. The Seller shall not be liable for any delays in payment caused by the Seller and/or the Buyer's Bank.
12.8 Where the Seller arranges for the return of Goods from the Buyer through the Seller's nominated carrier then the Buyer undertakes to ensure that the Goods are packaged in a manner suitable for safe transportation and are available for collection by the nominated carrier during normal business hours. In the event that the nominated carrier attempts to collect the Goods during normal business hours and is unable to do so (other than at times previously notified by the Buyer to the Seller as being times at which the nominated carrier would not be able to collect the Goods) then the Seller reserves the right to charge the Buyer for the costs incurred through the nominated carrier's inability to collect. Further, in the event that the Goods are damaged in transit on their return to the Seller as a result of poor or insufficient packaging on the part of the Buyer, or are not complete, then the Seller reserves the right not to credit or otherwise refund the Buyer in respect of (in the event that the Goods are being returned for a refund), or replace (in the event that the Goods are being returned for the purposes of replacement), such damaged Goods.
12.9 Where the Buyer arranges for the return of Goods from the Seller through the Buyer's nominated carrier then the Buyer undertakes to ensure that the Goods are packaged in a manner suitable for safe transportation. Return of the goods shall be deemed to have taken place when they have been delivered to the Seller and a signature on behalf of the Seller has been received in respect of the Goods. In the event that the Goods are damaged in transit on their return to the Seller or are not complete, then the Seller reserves the right not to credit or otherwise refund the Buyer in respect of (in the event that the Goods are being returned for a refund), or replace (in the event that the Goods are being returned for the purposes of replacement), such damaged Goods.
13. Your Consumer right of return and refund
This Clause 13 only applies if you are a Consumer.
13.1 If you are a Consumer, you have a legal right to cancel a Contract under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 during the period set out below in Clause 13.3. This means that during the relevant period if you change your mind or decide for any other reason that you do not want to receive or keep a Good(s), you can notify us of your decision to cancel the Contract and receive a refund. Advice about your legal right to cancel the Contract is available from your local Citizens' Advice Bureau or Trading Standards office.
13.2 However, this cancellation right does not apply in the case of:
13.2.1 any bespoke or made to order Goods; or
13.2.2 any Goods which become mixed inseparably with other items after their delivery.
13.3 Your legal right to cancel a Contract starts from the date of the Dispatch Confirmation (the date on which we email you to confirm our acceptance of your order), which is when the Contract between us is formed. Your deadline for cancelling the Contract then depends on what you have ordered and how it is delivered, as set out in the table below:
End of the cancellation period
Your Contract is for a single Good (which is not delivered in instalments on separate days).
The end date is the end of 14 days after the day on which you receive the Good.
Example: if we provide you with a Dispatch Confirmation on 1 January and you receive the Good on 10 January you may cancel at any time between 1 January and the end of the day on 24 January
Your Contract is for either of the following:
One Good which is delivered in instalments on separate days
Multiple Goods which are delivered on separate days.
The end date is 14 days after the day on which you receive the last instalment of the Good or the last of the separate Goods ordered. Example: if we provide you with a Dispatch Confirmation on 1 January and you receive the first instalment of your Good or the first of your separate Goods on 10 January and the last instalment or last separate Good on 15 January you may cancel in respect of all instalments and any or all of the separate Goods at any time between 1 January and the end of the day on 29 January.
Your Contract is for the regular delivery of a Good over a set period.
The end date is 14 days after the day on which you receive the first delivery of the Good.
Example: if we provide you with a Dispatch Confirmation on 1 January in respect of Goods to be delivered at regular intervals over a year and you receive the first delivery of your Good on 10 January, you may cancel at any time between 1 January and the end of the day on 24 January. 24 January is the last day of the cancellation period in respect of all Goods to arrive during the year.
13.4 To cancel a Contract, you just need to let us know that you have decided to cancel. The easiest way to do this is to email us at [email protected] or contact our customer services team by telephone on 0345 646 1140 (From outside the UK: +44 (0)1908 651112) or by post to Online Lighting Ltd, 24-26 Vincent Ave, Crownhill, Milton Keynes, MK8 0AB. If you are emailing us or writing to us please include details of your order to help us to identify it. If you send us your cancellation notice by email or by post, then your cancellation is effective from the date you send us the email or post the letter to us. For example, you will have given us notice in time as long as you get your letter into the last post on the last day of the cancellation period or email us before midnight on that day.
13.5 If you cancel your Contract we will:
13.5.1 refund you the price you paid for the Goods. However, please note we are permitted by law to reduce your refund to reflect any reduction in the value of the goods, if this has been caused by your handling them in a way which would not be permitted in a shop and therefore render the good(s) unsaleable.
13.5.2 refund any delivery costs you have paid, although, as permitted by law, the maximum refund will be the costs of delivery by the least expensive delivery method we offer (provided that this is a common and generally acceptable method). For example, if we offer delivery of a Good within 3-5 days at one cost but you choose to have the Good delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
13.5.3 make any refunds due to you as soon as possible and in any event within the deadlines indicated below:
220.127.116.11 if you have received the Good and we have not offered to collect it from you: 14 days after the day on which we receive the Good back from you or, if earlier, the day on which you provide us with evidence that you have sent the Good back to us. For information about how to return a Good to us, see Clause 13.8;
18.104.22.168 if you have not received the Good or you have received it and we have offered to collect it from you: 14 days after you inform us of your decision to cancel the Contract.
13.6 If you need to return Goods to us under this Clause 13 because they are faulty or mis-described, we will refund the price of the Goods in full, together with any applicable delivery charges. We will organise the collection of the goods via our carrier at our expense.
13.7 We will refund you on the credit card or debit card used by you to pay. If you used vouchers to pay for the Good we may refund you in vouchers.
13.8 If a Good has been delivered to you before you decide to cancel your Contract:
13.8.1 then you must return it to us without undue delay and in any event not later than 14 days after the day on which you let us know that you wish to cancel the Contract. You can either send it back, return it to us in-store or hand it to our authorised carrier. Please see our Returns page for details of our returns procedure. If we have offered to collect the Good from you, we will collect the Good from the address to which they were delivered. We will contact you to arrange a suitable time for collection;
13.8.2 unless the Good is faulty or not as described (in this case, see Clause 13.6), you will be responsible for the cost of returning the Goods to us. If the Good is one which cannot be returned by post, we estimate that if you use the carrier which delivered the Good to you, these costs should not exceed the sums we charged you for delivery. If we have offered to collect the Good from you, we will charge you the direct cost to us of collection;
13.9 Because you are a Consumer, we are under a legal duty to supply Goods that are in conformity with this Contract. As a Consumer, you have legal rights in relation to Goods that are faulty or not as described. These legal rights are not affected by your right of return and refund in this Clause 13 or anything else in these Conditions. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office.
14. Product availability
14.1 In the event that the Buyer orders a Good which is unavailable, for whatever reason, then the Seller at its absolute discretion reserves the right to contact the Buyer to offer to:
14.1.1 supply a suitable alternative Good; or
14.1.2 make a partial shipment of the remainder of Goods ordered by the Buyer.
14.2 The Buyer is under no obligation to accept either of the alternatives in sub-Clauses 14.1.1 or 14.1.2, and may, in its absolute discretion cancel the entire order.
14.3 In the event the Buyer cancels the contract under Clause 14.2 the Seller shall return monies paid by the Buyer in accordance with Clause 12.5.
14.4 The Seller shall not be liable for failure to supply the Goods in the event the Buyer chooses to cancel the order under Clause 14.2.
14.5 The Seller shall not be liable for any costs incurred by the Buyer for the booking of an installation contractor where a delay in the delivery of products occurs or where there is a problem with the delivered items. The Seller advises that the Buyer does not book a contractor until the goods have been received and checked.
15.1 Any special offers specified on the Website may be limited in their quantities and are therefore subject to availability. In the event that there is no further availability of a special offer, then the Seller may, in its absolute discretion, contact the Buyer and offer for sale a similar alternative.
15.2 Any free gifts specified on the Website are subject to availability and the Seller reserves the right to make suitable substitutions without prior notice to the Buyer.
15.3 Any savings (whether actual or percentage) indicated on the Website are calculated by reference to the manufacturer's list prices and are shown as a guide and are given in good faith.
15.4 Any technical descriptions, measurements, images or other data relating to any products on the Website are for general guidance only and may be subject to alteration by the Seller without prior notice to the Buyer.
15.5 For the avoidance of doubt, and without prejudice to the limitation of liability in Clause 17, the Seller shall not be liable to the Buyer for any inaccuracies, errors, product availability or otherwise under this Clause 15.
16. Risk and Title
16.1 Risk in the Goods shall pass to the Buyer:
16.1.1 when the Goods are delivered to the Delivery Destination; or
16.1.2 if the Goods are kept at the Seller's premises under the provisions of 4.6, or otherwise to the Seller's order, upon collection of the Goods by the Buyer, or upon the expiry of seven (7) days from the Seller's written notice to the Buyer that the Goods are ready for delivery, whichever is the earlier.
16.2 The Seller accepts no responsibility for any loss, damage or shortage which may occur to the Goods after risk has passed to the Buyer, and in the event that the Buyer has a claim arising in respect of any loss, damage or shortage arising during transit, then such claim should be notified to both the Seller and the carrier within 30 days of receipt of Goods. The Buyer undertakes in such circumstances to comply in full with the carrier's standard conditions for claims for damage, shortage or loss in transit, and, where the Buyer is not a Consumer, agrees to indemnify the Seller against any loss resulting from a failure to so comply.
16.3 Notwithstanding that delivery may have taken place and / or risk in the Goods may have passed to the Buyer, title to the Goods shall not pass to the Buyer until such time as the Seller has received cleared funds for full payment of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
16.4 Until such time as title in the Goods passes to the Buyer:
16.4.1 the Buyer shall hold the Goods as the fiduciary agent and bailee of the Seller, and shall keep the Goods separate from those of the Buyer and third parties, and shall keep the Goods properly stored, protected and insured against all normal risks, and identified as the Seller's property, but shall be entitled to use the Goods in the ordinary course of its business (save that such entitlement may be terminated forthwith by notice from the Seller to the Buyer, and shall automatically terminate without notice in the event of an Event of Default (as defined in Clause 6.4);
16.4.2 in the event of a liquidator or receiver being appointed then they shall pay into a separate bank account any sums received from third parties in respect of the sales to them of Goods by the Buyer up to the amount of any indebtedness of the Buyer to the Seller for the sole benefit of the Seller); and
16.4.3 provided that the Goods are still in existence and have not been sold by the Buyer in accordance with Clause 16.4.1 above, the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller, and if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
16.5 Any Goods repossessed by the Seller may be resold on such terms as the Seller may in its absolute discretion determine and the Buyer shall remain liable to the Seller for the difference between the net proceeds or such resale and all outstanding sums due to the Seller in respect of the Goods and for all costs and expenses incurred by the Seller in repossessing, storing, insuring and re-selling the same.
The Buyer shall not pledge in any way, charge by way of security for any indebtedness for any of the Goods which remain the property of the Seller. Without prejudice to the other rights of the Seller, in the event that the Buyer purports to do so then all sums whatever owing to the Seller by the Buyer shall immediately become due and payable.
THE BUYER'S ATTENTION IS DRAWN IN PARTICULAR TO THE PROVISIONS OF CLAUSE 17
17. Limitation of liability if you are not a Consumer
This Clause 17 applies only if you are not a Consumer.
17.1 Always subject to the provisions of Clause 17.5, the Seller shall be under no liability to the Buyer:
17.1.1 in respect of any defect arising from wear and tear, wilful damage, negligence, abnormal working conditions, a failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller's approval;
17.1.2 whatsoever in the event that the full price (including VAT, delivery, insurance and other charges payable in accordance with the Conditions) for the Goods has not been paid by the due date for payment.
17.2 Where any valid claim in respect of any of the Goods based on any defect in the quality or condition of the Goods or their failure to meet their specification is notified to the Seller in accordance with these Conditions then
17.2.2 where the Buyer is not dealing as a Consumer, then the Seller, at its sole discretion, be entitled to refund to the Buyer the price of the Goods (or a proportionate part thereof) repair or replace the Goods (or the part in question) at no addition cost to the Buyer; but upon the Seller undertaking either of the steps in this Clause 17.2 the Seller shall have no further to the Buyer.
17.3 Subject to the provisions of Clause 17.5, but notwithstanding any other provision of these conditions, the Seller shall not be liable to the Buyer by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of these conditions or any contract, for any consequential loss or damage, whether for loss of profit or otherwise, and whether occasioned by the negligence of the Seller, its directors, servants, agents and employees arising out of or in connection with any act or omission of the Seller relating to the supply of the Goods or their use by the Seller.
17.4 The Seller shall have no liability to the Buyer for loss of revenue, bargain, profit, anticipated savings, contract, business, expectation, use, production, or goodwill; any costs, expenses, liabilities, or commitments waste, suffered, incurred or entered into in reliance on the contract; any costs of purchasing substitutes or replacements for the goods elsewhere; any costs of contractors for installation or removal of any product within the contract for whatsoever reason, any special, indirect or consequential losses; your liability to any third party; or loss or damage suffered by any third party
17.5 Without prejudice to the generality of Clause 17.3, but subject always to the provisions of Clause 17.8, the entire liability of the Seller to the Buyer under any one contract shall be limited to the value of the Goods under that contract.
17.6 The Seller shall have no liability to pay any money to the Buyer by way of compensation other than any refund the Seller makes under these conditions. Liability to the Buyer shall not in any event include losses related to any business, such as loss of profits or business interruption, neither will the Seller be responsible to the Buyer for any other loss which is not a foreseeable consequence of the Seller being in breach of these Terms and Conditions or legal duties.
17.7 Goods sold by the Seller are intended for use in the UK only and, if the Buyer wishes to take or use the goods abroad, it is the Buyer's sole responsibility to confirm that the goods intended to be used outside of the UK comply with any laws, regulations or other standards applicable of the said country outside the UK. All goods are sold in accordance with the manufacturer's specifications and are subject to any qualifications, representations or instructions contained in the documentation associated with the goods. For the avoidance of doubt any goods purchased for use abroad are still bound by the Seller's Returns policy. Goods must be checked and damages or errors notified within 30 days of receipt. For Goods that are dispatched to an address outside of the United Kingdom or are subsequently taken abroad by the Buyer, it is the sole responsibility of the Buyer to manage and pay for any transportation back to the UK should the Buyer wish to return the Goods for any reason. In the event that Goods are collected by or on behalf of the Buyer, the Seller defines that the Buyer is in receipt of the Goods once they leave the Seller's premises.
17.8 Nothing in these Conditions or any Contract shall be deemed to limit or otherwise restrict the liability of the Seller to the Buyer for:
17.8.1 any death or personal injury caused as a result of the negligence of the Seller, it directors, servants, agents and employees;
17.8.2 fraud or fraudulent misrepresentation.
18. Our liability if you are a Consumer
This Clause 18 only applies if you are a Consumer.
18.1 If we fail to comply with these Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Conditions or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or if it was contemplated by you and us at the time we entered into this contract.
18.2 We only supply the Goods for domestic and private use. You agree not to use the Goods for any commercial, business or resale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
18.3 We do not in any way exclude or limit our liability for:
18.3.1 death or personal injury caused by our negligence;
18.3.2 fraud or fraudulent misrepresentation;
18.3.3 any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
18.3.4 any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality, fitness for purpose and samples); and
18.3.5 defective products under the Consumer Protection Act 1987.
19.Events outside our control
19.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in Clause 19.2.
19.2 An "Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, import or export regulations or embargoes, difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failure or breakdowns in machinery.
19.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
19.3.1 we will contact you as soon as reasonably possible to notify you; and
19.3.2 our obligations under a 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.
19.4 You may cancel a Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will have to return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
20. Copyright and other intellectual property rights
20.1 All content included on the Website and in the Catalogue, such as text, graphics, logos, buttons, icons, photographs, images and software is the property of the Seller or its content suppliers and is protected by United Kingdom and international copyright and database right laws. The Buyer may not extract and / or re-utilise parts of the content of the Website or the Catalogue without the Seller's express written consent, save that it may print out, or otherwise electronically copy, one or more sections of the Website or Catalogue for the express purpose of placing an order with the Seller.
20.2 All other trademarks, product names, company names, logos and get-ups remain the property of the Seller or their respective owners and may not be used or reproduced by the Buyer under any circumstances whatsoever.
21. Export Terms
The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
22. Re-Sale of Goods
Any Goods ordered by the Buyer may not be sold by the Buyer to a third party unless previously agreed in writing with the Seller.
23. General Terms
23.1 These Conditions, and any Contract based hereon, shall be governed by and construed in accordance with the provisions of English law, and the parties hereby submit to the non-exclusive jurisdiction of the English Courts in determining any dispute arising herefrom.
23.2 No forbearance or indulgence by the Seller shown or granted to the Buyer whether in respect of these Conditions or otherwise shall in any way affect or prejudice the rights of the Seller against the Buyer or be regarded as any waiver of any of these Conditions.
23.3 The Seller reserves the right to sub-contract the whole or any part of any Contract.
23.4 Any provision of these Conditions or any Contract which is, or may be, void or unenforceable shall, to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision the contract.
23.5 The provisions of the Contract (Rights of Third Parties) Act 1999 shall not apply to these Conditions or any Contract and any person who is not a party to these Conditions or the Contract shall have no rights under that Act to enforce any term thereof.
23.6 Any notice under or in connection with these Conditions or any Contract shall be in writing and shall be served by first class post or by hand on the party or sent by recorded delivery to the address of the party set out in the Contract or at such other address as may subsequently be notified by one party to the other, and in the absence of any evidence of earlier receipt any notice shall be deemed to have been received:
23.6.1 if delivered by hand when left at the address for service; or
23.6.2 if sent by first class post or recorded delivery, on the second day after posting.
24. Items Excluded from Promotions/Sales
For a full list of items excluded from promotions and sales please call: 0345 646 1140 (From outside the UK: +44 (0)1908 651112) or email customer services: [email protected]
25. Divisibility Clause
This Clause 25 is applicable only if the Buyer is not a Consumer.
This contract is divisible. Each delivery made hereunder shall be deemed to arise from a separate contract and shall be invoiced separately; any invoice for a delivery shall be payable in full in accordance with the terms of payment provided for herein, without reference to and notwithstanding any defect of default in delivery of any other instalment.