Terms & Conditions
This website is operated by Utopia Wellness and Leisure Ltd. Throughout the site, the terms “we”, “us” and “our” refer to Utopia Wellness and Leisure Ltd. Utopia Wellness and Leisure Ltd offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colours and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any colour will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Utopia Wellness and Leisure Ltd, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Utopia Wellness and Leisure Ltd and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Unit 34D Hobbs Industrial Estate, Newchapel, Nr Lingfield Surrey GB RH7 6HN.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at firstname.lastname@example.org.
Additional Utopia Wellness and Leisure Ltd. Terms & Conditions
1.1 In these Conditions: “Buyer” means the person who buys or agrees to buy the Goods from the Seller and includes any employee or agent of the Buyer acting for the Buyer “Conditions” means these standard terms and conditions of sale and service “Consumer” has the meaning given to it under The Unfair Terms in Consumer Contracts Regulations 1999 “Contract” means the contract for the purchase and sale of the Goods and (where appropriate) provision of the Works, the due terms of which are set out in these Conditions “Distance Selling Regulations” means The Consumer Protection (Distance Selling) Regulations 2000 “Goods” means the goods to be supplied under the Contract, being leisure products including (without limitation) saunas, steam baths, shower enclosures and trays, hot tubs, baths and whirlpools “Seller” means Utopia Wellness & Leisure Limited (Company Number 11004806 whose registered office is at Unit 34D Hobbs Industrial Estate, Newchapel, Lingfield, Surrey RH7 6HN “Works” means the installation of the Goods supplied by the Seller in accordance with these Conditions where applicable under the Contract
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation
- BASIS OF THE SALE
2.1 The Seller shall sell and the Buyer shall buy the Goods in accordance with these Conditions that shall govern the Contract to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any order, purchase order, confirmation of order or similar document
2.2 The Buyer should read the Conditions carefully and if uncertain as to their meaning contact the Seller’s customer queries department at the address set out above for clarification as to their meaning before placing an order
2.3 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed by both parties in writing
2.4 For the avoidance of doubt, all descriptions and particulars furnished in price lists, literature and other documents issued by the Seller are for information purposes only and although every effort is made to ensure their accuracy, such documents are not intended to be legally binding. Any performance figures provided by the Seller are for guidance only and are not guaranteed unless otherwise specified in writing by the Seller. If the Buyer wishes to rely on any such information or documentation the Buyer should obtain clarification and confirmation from the Seller in writing
2.5 The Seller’s employees or agents are not authorised to make any verbal representations concerning the Goods unless confirmed by the Seller in writing. In the event that the Buyer wishes to rely on any verbal representations, the Buyer should contact the Seller for written confirmation that they are agreed to form part of the Contract
- ORDERS AND SPECIFICATIONS
3.1 The Seller’s quotation shall be deemed to be the Seller’s invitation to treat 3.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase the Goods pursuant to these Conditions and
for the avoidance of all doubt in the event that there is a conflict between the Buyer’s order and these Conditions, these
Conditions shall prevail 3.3 Acceptance will be by way of the Seller’s order acknowledgement form 3.4 The Buyer shall be responsible to the Seller for ensuring the accuracy of any requirements and particulars set out in the
Buyer’s order that the Seller may reasonably rely on and for providing the Seller with any necessary information relating to the Goods, to ensure that the Goods will be fit for their purpose, within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.5 The quality and description of any specification for the Goods shall be as specified or referred to in the Seller’s quotation. Whilst every effort is made to maintain levels of quality and consistency slight variations of colour may occur in the Goods
- INSTALLATION OF THE GOODS
The following conditions shall apply where Works form a part of the Contract 4.1.1 All floors and walls must be in a fit state of repair and condition to receive the Goods. All preparatory work (including any
necessary carpentry, plasterwork, fixture removal) shall be carried out by the Buyer before the works are carried out unless otherwise agreed in writing. The Seller accepts no liability for any delay caused by the Buyer’s failure to carry out preparatory work where required under the Contract. The Seller will charge the Buyer an agreed hourly rate for fixture removal which has not been carried out by the Buyer and accepts no liability for any damage caused
4.1.2 The Buyer shall provide a clear working space with all necessary electricity, heating and lighting facilities at the Buyer’s expense
4.1.3 If finishing works (including plasterwork or carpentry) are required following installation of the Goods this shall be carried out by the Buyer or by the Seller at the Buyer’s request and expense at a previously agreed hourly rate
4.1.4 Any quotations given in respect of the Works are subject to revision after inspection by the Seller. Unless otherwise stated any such quotation is given on the basis of the services being carried out continuously and without interruption from time of commencement to completion. Should any such work be delayed or discontinued through no fault of the Seller, its agents or sub-contractors, the Buyer shall be responsible for the reasonable costs and expenses incurred by the Seller
4.1.5 The Seller and the Buyer agree that the duration of the Works is estimated to be less than 45 days 4.2 Installation by the Buyer 4.2.1 Where the Seller does not install the Goods the Buyer (whether on behalf of a sub-buyer or otherwise) shall be required to
comply with the provisions of clause 9.5 4.2.2 Notwithstanding the Seller’s warranty in clause 9.1 the Seller shall not be responsible for any defects or damage caused to
the Goods or otherwise arising from installation of the Goods by the Buyer or its agents. 4.2.3 Where the Seller does not install the Goods the Seller’s warranty in clause 9.1 shall only apply if the Goods are installed
entirely in accordance with the Seller’s instructions and guidelines
5.1 The price of the Goods shall be the listed price confirmed by the Seller on its acknowledgement of order of the Goods and the price for the Works shall be the Seller’s quoted price (“the Price”), which will be subject to alteration at any time (on notice) as may be necessary as a result of statutory obligation, fluctuation in foreign exchange rates, any increases in the cost of production, or any cause beyond the control of the Seller, up to the point of installation of the Goods (where applicable)
5.2 Where the Buyer is a Consumer, the Buyer shall have the right, to cancel the Contract within 7 days of receipt of confirmation of the Price or any change to the Price in accordance with clause 5.1 in the event that the Price differs from the last price quoted by the Seller upon which the Buyer made his/her final offer to purchase the Goods prior to acknowledged acceptance by the Seller
5.3 Except as otherwise stated the Buyer shall be liable to pay the Seller’s reasonable charges for transport, packaging and insurance
5.4 The Price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay. Save where the Buyer is a Consumer, the Seller reserves the right to charge the Buyer VAT at any later date, in the event that the Seller fails to appropriately charge for VAT at any time, such payment to be made by the Buyer to the Seller forthwith upon receipt of such request
5.5 The Buyer shall not be entitled to any cash or other discount unless specifically agreed and stated in the Seller’s acknowledgement form. The Buyer is advised to check the details of the Seller’s acknowledgement of order form and to notify the Seller of any perceived discrepancies as soon as possible following receipt
- TERMS OF PAYMENT
6.1 The Buyer shall be required to pay a deposit and a payment on account of supply costs as advised by the Seller at the time of ordering. Save where the Buyer is a Consumer or the Contract is terminated by the Seller otherwise than in accordance with clause 11 or by the Buyer in accordance with clause 11, such payment shall become non-refundable upon the Seller acknowledging acceptance of the Buyer’s order
6.2 Unless otherwise agreed in writing, the Price for the Goods shall be paid by the Buyer in full in cleared funds prior to delivery and any special clearance fees shall be paid by the Buyer
6.3 The due date for payment of invoices raised by the Seller in accordance with clauses 6.4 and 6.5 shall be 30 days of the date of such invoice
6.4 In the event that the Goods are to be collected by the Buyer, or the Buyer wrongfully fails to take delivery of the Goods, the Seller shall be entitled to invoice the Buyer for the Price at any time after the Seller has notified the Buyer that the Goods are ready for collection or delivery as the case may be
6.5 In the event that the Seller agrees for the Buyer to have a credit account in order to pay for the Goods, the Buyer shall not exceed the maximum credit allowance agreed by the Seller in writing and shall pay invoices raised by the Seller in accordance with such written agreement by the due date for payment
6.6 Without prejudice to any other rights of the Seller, in the event that the Buyer is at any time in breach of clause 6.5, the Seller shall be entitled at its sole discretion to terminate such credit account arrangement forthwith on the giving of written notice to the Buyer
6.7 Payment for the Price of the Works shall be made on completion of the Works 6.8 The time of payment of the Price shall be of the essence of the Contract 6.9 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the
Seller, the Seller shall be entitled, at its discretion, to: 6.9.1 charge the Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 1.5% above the bank
base rate from time to time per month, until payment in full is made (a part of a month being treated as a full month for the
purpose of calculating interest); and 6.9.2 charge the Buyer the reasonable costs of recovery of any unpaid amount including all legal costs, disbursements and bank
charges incurred 6.10 Save where the Buyer is a Consumer, without prejudice to clause 6.9 or any other right or remedy available to the Seller, if
the Buyer fails to make any payment on the due date then the Seller shall be entitled, at its discretion, to: 6.10.1 cancel the Contract or suspend any further deliveries to the Buyer; and 6.10.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract) as the
Seller may think fit 6.11 The Seller shall be entitled to charge an initial administration fee of £10 for any cheques presented to the Seller by the
Buyer that requires representation and a further fee for £10 for each representation
7.1 Any dates quoted for delivery of the Goods are approximate only. Time for delivery shall not be of the essence unless previously agreed by the Seller in writing
7.2 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions within 12 weeks of the time stated for delivery then, without prejudice to any other right or remedy available to the Seller, the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage
Utopia Wellness & Leisure Limited Reg no 11004806 England
- RISK AND PROPERTY
8.1 Risk of damage to or loss of the Goods shall pass to the Buyer on delivery of the Goods or completion of the Works where applicable
8.2 The property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and the Works and all other goods agreed to be sold by the Seller to the Buyer for which payment is then
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property
8.4 Until such time as the property in the Goods passes to the Buyer 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
- WARRANTIES AND LIABILITY
9.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 6 months from delivery
9.2 The above warranty is given by the Seller subject to the following conditions: 9.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design, bill of quantities or
specification supplied by the Buyer; 9.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage and/or negligence of
the Buyer abnormal usage conditions, failure to follow the Seller’s fixing instructions and care and maintenance instructions,
misuse or alteration or repair of the Goods without the Seller’s approval; 9.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer
(within the meaning of the Sale and Supply of Goods to Consumers Regulations 2002), all warranties, conditions or other terms
implied by statute or common law are excluded to the fullest extent permitted by law. 9.4 Save in respect of the Seller’s potential liability to any individual for personal injury or death under the Contract, the Seller’s
liability under the Contract is limited to five hundred thousand pounds (£500,000) in respect of any single event or series of
connected events 9.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with
the specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within seven (7) days from the date of delivery the Buyer shall afford the Seller an opportunity to inspect the Goods within a reasonable time following delivery and before any use is made of them. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract and free from defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods
9.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet the specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to either repair or replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the Price of the Goods (or a proportionate part of the Price)
9.7 Save where the Goods supplied are made to the Consumer’s bespoke specification where the Buyer is a Consumer and the Goods and Works have been sold to the Buyer exclusively by telephone, mail order, catalogue, over the internet (or by any other means of distance selling falling within the meaning given in the Distance Selling Regulations) and, therefore, the Buyer has not had the opportunity to inspect the Goods prior to delivery, the Buyer shall be entitled to cancel the Contract for the Goods for any reason whatsoever within seven (7) days of the day after receipt of the Goods by providing the Seller with a written notice that the Buyer wishes to cancel the Contract. The Buyer shall not be entitled to cancel the Contract for the works without a legitimate reason, once the Works have commenced with the agreement of the Buyer. Notwithstanding clause 13.1, a notice of cancellation given by the Buyer in accordance with this clause 9.7 shall be treated as being properly given if the Buyer addresses the notice to the Supplier; and
9.7.1 leaves it at the address of the Supplier as set out in these Conditions (in which case it is to be taken to have been given on the day on which it was left); or
9.7.2 posts it to the address of the Supplier as set out in these Conditions (in which case it is taken to have been given on the day on which it was posted
9.8 The Seller shall not be responsible for the costs of return of any Goods correctly supplied to the Buyer under these Conditions (including cancellation under clause 9.7 and shall be entitled to recover its reasonable direct costs and expenses from the Buyer where Goods are returned for any reason, other than the fault of the Seller or where the Buyer is a Consumer where the Buyer wishes to return substitute Goods supplied under clause 9.6
9.9 Save where the Buyer is a Consumer the Seller shall be under no liability whatsoever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of the Contract
9.10 Where the Seller carries out the Works or provides any other labour or services on the Buyer’s site the Buyer shall be liable to repay to the Seller in full all losses, damages, costs and expenses incurred by the Seller as a result of any death, personal injury or damage to any property arising from the negligence or statutory liability of the Buyer as owner or occupier, or the consequences of any defect or unsuitability of any apparatus or system of work provided or operated by the Buyer
9.11 For the avoidance of all doubt, nothing in these Conditions limits the parties liability for the personal injury or death of any individual arising out of or in connection with the Contract
- FORCE MAJEURE
10.1 The Seller shall not be liable in any manner whatsoever for any failure or delay in performing its obligations under the Contract due to force majeure which expression for these purposes means any cause beyond the reasonable control of the Seller which (without prejudice to the generality of the foregoing shall include governmental actions, shortages of raw materials, works breakdowns, delay in transport, war, riots, civil commotion, fire, flood, epidemic and Act of God, strikes or other forms of industrial action by the employees, agents or sub-contractors of the Seller
11.1 Without prejudice to any other right or remedy available to it, either party shall be entitled forthwith to terminate the Contract or suspend any further deliveries without any liability to the other party (“the Defaulting Party”) if:
11.1.1 the Defaulting Party is in material breach or in respect of a breach capable of remedy the Defaulting Party has not remedied such breach within 30 days of receiving notice of such breach from the other party, and for the purposes of these Conditions a breach shall be considered capable of remedy if it can be remedied in all respects (save as to time)
11.1.2 the Defaulting Party has a bankruptcy petition issued against him or becomes bankrupt; an order is made or resolution passed for the winding up of the Defaulting Party; an order is made for the appointment of an administrator to manage the affairs, business and property of the Defaulting Party; a receiver is appointed over any of the Defaulting Party’s assets or undertaking; or the Defaulting Party makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
11.1.3 the Defaulting Party ceases, or threatens to cease, to carry on business; or 11.1.4 the other party reasonably apprehends that any of the events mentioned above is about to occur in relation to the Defaulting
Party and notifies the Defaulting Party accordingly 11.2 In the event that the Seller has the right to terminate the Contract under clause 11.1, the Buyer shall afford the Seller reasonable
opportunity and access to repossess any Goods supplied by the Seller where title to such Goods has not passed to the Buyer in
accordance with these Conditions 11.3 In the event that the Contract is cancelled by the Buyer otherwise than in accordance with clauses 11.1, the Seller shall be
entitled to recover from the Buyer up to 10% of the Price of the Goods in respect of standard products in the Seller’s range and 50% of the Price or actual cost price to the Seller, whichever is the greater, in respect of products not stocked by the Seller as part of its standard range and the Seller shall be entitled to retain any deposit paid in satisfaction (in whole or in part) for such cancellation charges
11.4 Where the Buyer is a Consumer and the Seller cancels the Contract otherwise than in accordance with clause 11.1, the Buyer shall be entitled to compensation for any losses incurred by the Buyer as a direct result of the Buyer entering into the Contract, up to a maximum of 10% of the Price
- DISPUTE RESOLUTION
12.1 Where the Contract includes Works and the Buyer is not a Consumer the Seller or the Buyer may refer any dispute arising out of or in connection with this Contract to adjudication and the rules applicable to any adjudication shall be those in the Scheme for Construction Contracts (England and Wales) Regulations 1998 or any re-enactment thereof
12.2 The adjudicator nominating body for the purpose of adjudication shall be the Royal Institution of Chartered Surveyors
13.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or, where the Buyer is a Consumer, the Buyer’s last known address to the Seller. Service shall be made by hand delivery or by first class post. If left at the relevant address it will be deemed served immediately and if delivered by first class post it will be deemed served two days after the date of its posting
13.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision
13.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected 13.4 Save where the Buyer is a Consumer, the Buyer shall not be entitled to withhold or make any deductions from the Price of the
Goods and the Works in respect of any set off or counterclaim or otherwise 13.5 The Buyer acknowledges that any copyright and other intellectual property rights in the Goods and any drawings, quotations,
specifications and other records prepared by the Seller, its agents or sub-contractors under the Contract shall remain vested in and be the absolute property of the Seller or the relevant third party and shall not pass to the Buyer, unless otherwise agreed in writing
13.6 Nothing in these Conditions or other terms agreed in writing and forming a part of the Contract between the Seller and the Buyer shall be enforceable by any third party unless expressly agreed otherwise in writing save that any right enforceable by the Seller under these Conditions shall be deemed to be enforceable by any of the Seller’s agents or sub-contractors engaged in supplying the Goods, Works or any other services under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999
13.7 The Buyer consents to the Seller retaining and processing data about the Buyer (including to provide the Buyer with information about the Seller’s services) unless otherwise stated by the Buyer in writing
13.8 The Contract shall be governed by the laws of England and the parties agree to submit to the non-exclusive jurisdiction of the English courts
A copy of these terms & Conditions in larger type is available on request