Terms & Conditions
- These terms
- What these terms cover. These are the terms and conditions on which we supply Goods to you.
- Why you should read them. These terms tell you who we are, how we will provide Goods to you, how you and we may change or end the contract, what to do if there is a problem and other important information. If you think that there is a mistake in these terms, please contact us to discuss.
- Are you a business customer or a consumer? In some areas you will have different rights under these terms depending on whether you are a business or consumer. You are a consumer if:
- You are an individual.
- You are buying Goods from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
- If you are a business customer this is our entire agreement with you. If you are a business customer these terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
"Business Day"; a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
"Conditions"; the terms and conditions set out in this document as amended from time to time in accordance with clause 20.9.
"Contract"; the contract between the Supplier (us) and the Customer (you) for the sale and purchase of the Goods in accordance with these Conditions.
"Customer"; you being the person or firm who purchases the Goods from us being the Supplier.
"Delivery Location"; has the meaning given in clause 8.12.
"Force Majeure Event"; an event, circumstance or cause beyond a party's reasonable control.
"Goods"; the goods (or any part of them) set out in the Order.
"Order"; the Customer's order for the Goods, as set out in the Customer's purchase order form, the Customer's written acceptance of the Supplier's quotation, or overleaf, as the case may be.
"Specification"; any specification for the Goods, including any related plans and drawings, that is created by the Customer and agreed in writing by the Customer and the Supplier.
“Supplier”; is Stacey Processing Limited.
Information about us and how to contact us
- Who we are. We are Stacey Processing Limited a company registered in England and Wales. Our company registration number is 04446433 and our registered office is at Ryder Point Works, Wirksworth, Matlock, Derbyshire DE4 4HE our address is Stacey Processing Ltd, Ryder Point, Works, Wirksworth, Matlock, Derbyshire, DE4 4HE. Our registered VAT number is 640 2965 44
- How to contact us. You can contact us by telephoning us at 01629 825188 or by writing to us at email@example.com or Stacey Processing Ltd, Ryder Point, Works, Wirksworth, Matlock, Derbyshire, DE4 4HE.
- How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
- "Writing" includes emails. When we use the words "writing" or "written" in these terms, this includes emails.
Our contract with you
- How we will accept your order. Our acceptance of your order will take place when we issue a written acceptance of the order at which point a contract will come into existence between you and us.
- If we cannot accept your order. If we are unable to accept your order, we will inform you of this in writing. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for because we have identified an error in the price or description of the Goods or because we are unable to meet a delivery deadline you have specified.
- Your order number. We will assign an order number to your order and tell you what it is when we accept your order. It will help us if you can tell us the order number whenever you contact us about your order.
- If you are a business customer these Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
- The Order constitutes an offer by you to purchase the Goods in accordance with these Conditions. You are responsible for ensuring that the terms of the Order and any applicable Specification submitted by you are complete and accurate.
- You waive any right you might otherwise have to rely on any term endorsed upon, delivered with or contained in any of your documents that is inconsistent with these Conditions.
- Any samples, drawings or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures or on our website are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
- Product packaging may vary. The packaging of the Goods may vary from that shown in images on our website or in our brochures or catalogues.
- Making sure your measurements are accurate. If we are making the Goods to measurements you have given us you are responsible for ensuring that these measurements are correct.
- You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by us in connection with any claim made against us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with our use of the Specification. This clause 4 shall survive termination of the Contract.
- Your rights to make changes
If you wish to make a change to the Goods you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Goods, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.
7.1 Changes to the Goods. We may change the Goods:
- to reflect changes in relevant laws and regulatory requirements; and
- to implement minor technical adjustments and improvements,. These changes will not affect your use of the Goods.
Providing the Goods
- Delivery costs. The costs of delivery will be as set out on the written acceptance of your Order.
- When we will provide the Goods. We will advise you of the estimated delivery date at the time of order. The timeframes for Delivery are as set out on our website. In the event that you select the our economy service the delivery dates can vary, in order to maximise efficiency and reduce costs. Delivery is completed on the completion of unloading of the Goods at the Delivery Location.
In the event that you select next day delivery, the goods will not be shipped unless and until you receive confirmation from us that the order has been accepted and the goods are shipped, which may be the working day after you have placed the order. In such cases, the goods will not be delivered until the day following such confirmation.
- We are not responsible for delays outside our control. If our supply of the Goods is delayed by an event outside our control or as a consequence of your failure to provide adequate delivery instructions then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay (unless that delay is caused by you) you may contact us to end the contract and receive a refund for any Goods you have paid for but not received.
- Collection by you. If you have asked to collect the Goods from our premises, you can collect them from us at any time during our working hours of 0700-1600 on weekdays (excluding public holidays) and 0700-1000 Saturdays.
- If you are not at home when the Goods are delivered. If no one is available at your delivery address, we will attempt to make contact on the given telephone number to arrange delivery. If a tail-lift has been booked and paid for, we reserve the right to leave the goods on a flat, hard, secure surface. If delivery can not be made, you may either collect the goods from the delivery depot via our courier or arrange for re-delivery at a cost of an additional 75% of the original delivery charge. We will require such payment to be made to us before we make delivery.
We will, if possible, provide you with a tracking number.
- If you do not re-arrange delivery. If you do not collect the Goods from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions. We will be unable to refund any incurred delivery expenses and may charge you for storage costs, insurance costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 2 will apply.
- If you are a business customer and we fail to deliver the Goods, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
- If 10 Business Days after the day on which we notify you that the Goods were ready for delivery you have not taken or accepted actual delivery of them, we may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, charge you for any shortfall below the price of the Goods.
- If we deliver up to and including five per cent more or less than the quantity of Goods ordered you may not reject them, but on receipt of notice from you that the wrong quantity of Goods was delivered, we shall make a pro rata adjustment to the invoice for the Goods
- We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle you to cancel any other instalment.
- When you become responsible for the Goods. The Goods will be your responsibility from the time we deliver the product to the address you gave us (“the Delivery Location”) or you or a carrier organised by you collect them from us.
- When you own Goods. You own the Goods once we have received payment in full in cash or cleared funds for the Goods and any other goods that we have supplied to you.
- If you are a business customer until title to the Goods has passed to you, you shall:
- store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
- not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
- notify us immediately if you become subject to any of the events listed in clauses (18.1(b) to clause 18.1(d)); and
- give us such information as we may reasonably require from time to time relating to:
- the Goods; and
- the ongoing financial position.
- If you are a business customer, at any time before title to the Goods passes to you, we may require you to deliver up to us all Goods in your possession that have not been resold, or irrevocably incorporated into another product and if you fail to do so promptly, you agree we may enter any of your premises or of any third party where the Goods are stored in order to recover them.
- What will happen if you do not give required information to us. We may need certain information from you so that we can supply the Goods to you, for exampleany particular product specficiations or delivery requirements.)We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the Goods late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
Reasons we may suspend the supply of Goods to you. We may have to suspend the supply of a Goods to:
- deal with technical problems or make minor technical changes;
- update the product to reflect changes in relevant laws and regulatory requirements;
- make changes to the Goods as requested by you or notified by us to you (see clause 7).
- Your rights if we suspend the supply of Goods. We will contact you in advance to tell you we will be suspending supply of the Goods, unless the problem is urgent or an emergency. You may contact us to end the contract for a product if we suspend it, or tell you we are going to suspend it, in each case for a period of more than two months and we will refund any sums you have paid in advance for the Goods in respect of the period after you end the contract.
- We may also suspend supply of the Goods if you do not pay. If you do not pay us for the Goods when you are supposed to (see clause 9) and you still do not make payment within two days of us reminding you that payment is due, we may suspend supply of the Goods until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Goods
Your rights to end the contract
You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
- If what you have bought is faulty or misdescribed you may have a legal right to end the contract, providing you supply us with sufficient evidence for us to assess the fault (or to get the product repaired or replaced or a service re-performed or to get some or all of your money back), see clause 13 if you are a consumer and clause 14 if you are a business;
- If you want to end the contract because of something we have done or have told you we are going to do, see clause 2;
- If you are a consumer and have just changed your mind about the product, see clause 3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions, such as delivery costs and other reasonable expenses already incurred by us and you will have to pay the costs of return of any goods;
- You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing, when you decide to end the contract and whether you are a consumer or business customer:
Refunds, less deductions will be issued on receiving the goods back at our facility and following an inspection to ensure they are in a resalable condition. Resaleable condition means the goods are received as they were received by you, they must be clean, dry, the product unused and packaging in original condition. If returning the product via courier, please ensure you take pictures before and after loading of the goods, as we will not accept responsibility until the goods are received back at our depot.
- In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 6.
Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (e) below the contract will end immediately and we will refund you in full for any Goods which have not been provided and you may also be entitled to compensation. The reasons are:
- we have told you about an upcoming change to the Goods or these terms which you do not agree to;
- we have told you about an error in the price or description of the Goods you have ordered and you do not wish to proceed;
- there is a risk that supply of the Goods may be significantly delayed because of events outside our control;
- we have suspended supply of the Goods for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than two months; or
- you have a legal right to end the contract because of something we have done wrong.
- Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most Goods you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:
- any Goods which become mixed inseparably with other items after their delivery; or
- goods which have been altered or are no longer resaleable.
How long do consumers have to change their minds?
You have 14 days after the day you (or someone you nominate) receives the Goods, unless:
- Your Goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery.
- Your Goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.
- Ending the contract where we are not at fault and there is no right to change your mind. Even if we are not at fault and you are not a consumer who has a right to change their mind, you can still end the contract before it is completed, but you may have to pay us compensation. A contract for Goods is completed when the Goods are delivered and paid for. If you want to end a contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for Goods not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you reasonable compensation for the net costs we will incur as a result of your ending the contract.
- You have 14 days after the day you (or someone you nominate) receives the Goods, unless:
How to end the contract with us (including if you are a consumer who has changed their mind)
Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
- Phone or email. Call customer services on 01629 825188 or email us at firstname.lastname@example.org. Please provide your name, home address, details of the order and, where available, your phone number and email address.
- Online. Contact us via https://stacey-processing.com/pages/contact on our website.
- By post. Or simply write to us at Stacey Processing Ltd, Ryder Point Works, Wirksworth, Derbyshire, DE4 4HE, including details of what you bought, when you ordered or received it and your name and address.
- Returning Goods after ending the contract. If you end the contract for any reason after Goods have been dispatched to you or you have received them, you must return them to us. You must either return the goods in person to where you bought them, send them back to us at Stacey Processing Ltd, Ryder Point Works, Wirksworth, Derbyshire, DE4 4HE or allow us to collect them from you for the quoted fee. Please call us on [01629 825188] or email us at [email@example.com]. ] to arrange collection. If you are a consumer exercising your right to change your mind you must send off the Goods within 14 days of telling us you wish to end the contract.
When we will pay the costs of return. We will pay the costs of return:
- if the Goods are faulty or misdescribed;
- if you are ending the contract because we have told you of an upcoming change to the Goods or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong; or
- Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:
In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return.
- What we charge for collection. If you are responsible for the costs of return and we are collecting the Goods from you, we will charge you the direct cost to us of collection. The costs of collection will be the same as our charges for standard delivery.
- How we will refund you. If you are entitled to a refund under these terms we will refund you the price you paid for the Goods including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
When we may make deduction from refunds if you are a consumer exercising your right to change your mind. If you are exercising your right to change your mind:
- We may reduce your refund of the price (excluding delivery costs) 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. If we refund you the price paid before we are able to inspect the Goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
- The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. Please note clause 9.3. I
- Delivery costs and other reasonable expenses already incurred by us. Refunds, less deductions will be issued on receiving the goods back at our facility and following an inspection to ensure they are in a resalable condition. Resaleable condition means the goods are received as they were received by you, they must be clean, dry, the product unused and packaging in original condition. If returning the product via courier, please ensure you take pictures before and after loading of the goods, as we will not accept responsibility until the goods are received back at our depot.
When your refund will be made. We will make any refunds due to you as soon as possible. If you are a consumer exercising your right to change your mind then:
- If we have not offered to collect the Goods, your refund will be made within 14 days from the day on which we receive the Goods back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 2.
- In all other cases, your refund will be made within 14 days of your telling us you have changed your mind
Our rights to end the contract
We may end the contract if you break it. We may end the contract for Goods at any time by writing to you if:
- you do not make any payment to us when it is due and you still do not make payment within two days of us reminding you that payment is due;
- you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Goods;
- you do not, within a reasonable time, allow us to deliver the Goods to you or collect them from us.
- You must compensate us if you break the contract. If we end the contract in the situations set out in clause 1 we will refund any money you have paid in advance for Goods we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
- We may withdraw the Goods. We may write to you to let you know that we are going to stop providing the Goods. We will let you know at least 10 days in advance of our stopping the supply of the Goods and will refund any sums you have paid in advance for Goods which will not be provided.
- We may end the contract if you break it. We may end the contract for Goods at any time by writing to you if:
- If there is a problem with the Goods
How to tell us about problems. If you have any questions or complaints about the Goods, please contact us. You can telephone us at 01629 825188 or write to us at firstname.lastname@example.org or Stacey Processing Ltd, Ryder Point Works, Wirksworth, Derbyshire DE4 4HE.
Your rights in respect of defective Goods if you are a consumer
- If you are a consumer we are under a legal duty to supply Goods that are in conformity with this contract. See the box below for a summary of your key legal rights in relation to the Goods. Nothing in these terms will affect your legal rights.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is goods, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
a) Up to 30 days: if your goods are faulty, then you can get an immediate refund.
b) Up to six months: if your goods can't be repaired or replaced, then you're entitled to a full refund, in most cases.
c) Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
See also clause 9.3.
- Your obligation to return rejected Goods. If you wish to exercise your legal rights to reject Goods you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call us on 01629 825188 or email us at email@example.com for a return label or to arrange collection.
Your rights in respect of defective Goods if you are a business
- If you are a business customer we warrant that on delivery any Goods which are goods shall:
- conform in all material respects with their description and any relevant Specification;
- be free from material defects in design, material and workmanship.
- If you are a business customer we warrant that on delivery any Goods which are goods shall:
- Subject to clause 3, if:
- you give us notice in writing within a reasonable time of discovery that the Goods do not comply with the warranty set out in clause 1;
- we are given a reasonable opportunity of examining the Goods; and
- you return the Goods to us at our cost,
we shall, at our option, repair or replace the defective product, or refund the price of the defective Goods in full.
- We will not be liable for Goods’ failure to comply with the warranty in clause 1 if:
- you make any further use of the Goods after giving a notice in accordance with clause 2(a);
- the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
- the defect arises as a result of us following any drawing, design or specification supplied by you;
- you alter or repair the product without our written consent; or
- the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
- Except as provided in this clause 14, we shall have no liability to you in respect of Goods’ failure to comply with the warranty set out in clause 1.
- These terms shall apply to any repaired or replacement Goods supplied by us under clause 2.
Price and payment
- Where to find the price for the product. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in our published price list in force as at the date of delivery.
- If you are a business customer we may, by giving notice to you at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
- any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
- any request by you to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
any delay caused by any of your instructions or your failure to give us adequate or accurate information or instructions.
- We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the Goods, we will adjust the rate of VAT that you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.
- What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Goods we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the Goods’ correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Goods’ correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any Goods provided to you.
- We require you to pay for the Goods and Delivery at the point that you order them.
- If you fail to make a payment due to us under the Contract by the due date, then, without limiting our remedies under clause 18, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 15.8 will accrue each day at four per cent a year above the Bank of England's base rate from time to time, but at four per cent a year for any period when that base rate is below zero per cent.
- If you are a business customer all amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
- Payment Methods. Credit/Debit Card Payments We accept Credit/ Debit payments with Visa, Mastercard, or via Paypal.
- What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
Our responsibility for loss or damage suffered by you if you are a consumer
- We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Goods including the right to receive Goods which are: as described and match information we provided to you and any sample or model seen or examined by you; of satisfactory quality; fit for any particular purpose made known to us; and for defective Goods under the Consumer Protection Act 1987
- We are not liable for business losses. If you are a consumer we only supply the Goods for to you for domestic and private use. If you use the Goods for any commercial, business or re-sale purpose our liability to you will be limited as set out in clause 17.
Our responsibility for loss or damage suffered by you if you are a business
- Nothing in these terms shall limit or exclude our liability for:
- death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; [or]
- defective Goods under the Consumer Protection Act 1987.
- Except to the extent expressly stated in clause 1 all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are excluded.
- Subject to clause 1:
- we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information or loss of or damage to goodwill arising under or in connection with any contract between us; and
- our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for the Goods under the Contract.
- Nothing in these terms shall limit or exclude our liability for:
- Without limiting our other rights or remedies, if you are a business customer we may terminate this Contract with immediate effect by giving written notice to you if:
- you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within five days of you being notified in writing to do so;
- you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- you suspend, threaten to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
- your financial position deteriorates so far as to reasonably justify the opinion that your ability to give effect to the terms of the Contract is in jeopardy.
- Without limiting its other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between the you and us if you become subject to any of the events listed in clause 18.1(b) to clause 18.1(d), or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
- Without limiting its other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under the Contract on the due date for payment.
- On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
- Termination of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
- Without limiting our other rights or remedies, if you are a business customer we may terminate this Contract with immediate effect by giving written notice to you if:
How we may use your personal information
Other important terms
- We may transfer this agreement to someone else. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
- You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
- Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us. No other person shall have any rights to enforce any of its terms, except as explained in clause 2 in respect of our guarantee. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these terms.
- If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
- Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Goods, we can still require you to make the payment at a later date.
- Which laws apply to this contract and where you may bring legal proceedings if you are a consumer. These terms are governed by English law and you can bring legal proceedings in respect of the Goods in the English courts. If you live in Scotland you can bring legal proceedings in respect of the Goods in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Goods in either the Northern Irish or the English courts.
- Which laws apply to this contract and where you may bring legal proceedings if you are a business. If you are a business, any dispute or claim arising out of or in connection with a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
- No variation of this contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
(Complete and return this form only if you wish to withdraw from the contract)