Online Terms and Conditions of Sale
Please read these terms and conditions before you purchase anything from us and check that they contain everything which you want and nothing that you are not willing to agree to. These terms and conditions set out your legal rights and responsibilities, our legal rights and responsibilities and other important information required by law.
THESE TERMS AND CONDITIONS APPLY DIFFERENTLY TO YOU DEPENDING ON WHETHER YOU ARE A CONSUMER OR A BUSINESS (OR TRADE) CUSTOMER (SEE CLAUSE 3.5). IN SOME AREAS (WHICH WILL BE MADE CLEAR) YOU WILL HAVE DIFFERENT RIGHTS.
1. Who we are and how to contact us
1.1.Who we are. We are Southern Sheeting Supplies Ltd. We are registered in England and Wales under company number 08557784 and our registered office is at Ground Floor, 1/7 Station Road, Crawley, West Sussex, RH10 1HT. Our VAT number is GB 339 9207 28.
1.2.How to contact us. You can contact us by telephoning a member of our customer service team at 01342 590103 or by emailing [email protected].
1.3.How we will contact you. If we need to contact you, we will do so by telephone or by emailing you using the details you provided when you placed your Order or made an enquiry.
2.1.Definitions. In these Conditions the following definitions apply:
Conditions: means our terms and conditions for the sale of Goods through our Site as set out in this document.
Contract: means the agreement between us and you for the sale and purchase of Goods incorporating these Conditions and the Order.
Goods: means the goods and other physical material set out in the Order and to be supplied by us to you.
Order: means an order for the Goods from us placed by you online via the Site.
Site: our website found at the url www.southernsheeting.co.uk including any related or substitute domains, along with any related apps.
2.2.Interpretation. In these Conditions, unless the context requires otherwise:
(a) a reference to ‘we’, ‘us’ or ‘our’ means Southern Sheeting Supplies Ltd as set out in clause 1.1;
(b) a reference to ‘you’ or ‘your’ means the person, persons or business purchasing the Goods from us;
(c) a reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form, including emails.
3. The basis of these Conditions
3.1.The Contract. These Conditions are used when we enter into a Contract with you to supply Goods online via our Site.
3.3.Entire agreement. You agree 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 or any document expressly referred to in them.
3.4.Claims. 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.
3.5.Consumers and business (or trade) customers will have different rights. In some circumstances (where indicated) you will have different rights under these Conditions depending on whether you are a consumer or a business (or trade) customer. You will be classified as a consumer for these purposes if: (a) you are an individual; and (b) 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).
3.6.Agents or authorised users of businesses (or trade) customers must have authority to act on behalf of the company. If you are not a consumer, you confirm that you have authority to bind any business (or trade) on whose behalf you use our Site to purchase Goods.
4. Use of our Site
4.1.Our Site Terms and Conditions. Your use of our Site is governed by our Site Terms and Condition. Please take the time to read these conditions, as they include important terms which apply to you.
5. Privacy and your personal data
6.1.Quotations are not binding offers. Quotations or estimates provided by us to you are for the supply of Goods on these Conditions only. Any quotation or estimate provided by us to you, or listings on the Site, is not an offer and we reserve the right to withdraw or amend any quotation or listing at any time before our acceptance of your Order.
6.2.When you make an offer. When you place an Order via our Site, this is when you offer to purchase Goods from us and we can decide to accept or reject this offer.
7.1.Payment for your Order.
7.2.How we will accept your Order. Our acceptance of your Order will take place when we email you to accept it, at which point, a contract will come into existence between you and us.
7.3.If we are unable to accept your Order. In certain circumstances we may be unable to accept your Order. When this is the case, we will inform you and we will refund you in full for any Goods which have not been provided. Circumstances in which we may be unable to accept your Order include, among other things: if the Goods you have ordered are out of stock; if there is an unexpected limit on our resources which we could not reasonably plan for; if a credit reference does not meet our minimum requirements; if we identify an error in the price or description of the Goods; or if we are unable to meet a delivery deadline you have specified.
7.4.You will be provided with an order number. When we send you an email to confirm that we are processing and have accepted your Order, we will provide you with an order number. Please quote this order number in any correspondence with us, via telephone, email or otherwise.
7.5.We only deliver to mainland England, Scotland and Wales (excluding the Scottish Highlands). While Orders may be made from outside the United Kingdom, we will only be able to accept Orders for delivery to locations listed on this page https://southernsheeting.co.uk/delivery-options.html.However, there are restrictions on some Goods for certain locations, so please review the information on that page carefully before ordering the Goods. If you would like to discuss the potential of arranging delivery of an Order outside of mainland England, Scotland and Wales, please call us on 01342 590103 or email [email protected].
8. Description and quality of Goods
8.1.Your rights if you are a consumer. If you are a consumer, the Consumer Rights Act 2015 gives you certain statutory rights, including that: (a) the goods must be of satisfactory quality; (b) the goods must be fit for purpose; and (c) the goods should match any description, sample or model by reference to which they were supplied.
8.2.Goods may vary slightly from pictures. 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 a device’s display of the colours accurately reflects the colour of the Goods. Your Goods may vary slightly from those images.
8.3.Packaging may vary from pictures. The packaging of the Goods may vary from that shown in images on our Site.
9. Your rights to make changes to your Order
If you wish to make a change to the Goods or your Order, please contact us as soon as possible. We will let you know if a change is possible. If it is possible, we will let you know about any changes to the price of your Order, the timing of delivery or anything else which may change as a result of your request, and ask you to confirm whether you wish to proceed on this basis.
10. Our rights to make changes to these Conditions
10.1.Amendments to these Conditions. We may amend these Conditions from time to time, however, subject to clauses 10.2 and 10.3 below, the Conditions in force at the time of your Order will apply to the Contract between you and us.
10.2.Minor technical amendments. We may revise these Conditions as they apply to your Order from time to time to reflect the following circumstances: (a) changes in relevant laws and regulatory requirements; and (b) to implement minor technical adjustments and improvements. These changes will not materially affect the Goods.
10.3.Other amendments. If we need 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 the Contract, you will have to return (at our cost) any relevant Goods you have already received and we will arrange a full refund of the price you have paid, including any delivery charges.
11.1.Delivery costs. Our delivery charges will be quoted when you come to checkout on our Site, for deliveries to mainland England, Wales and Scotland (excluding the Highlands and UK Islands) only.
11.2.When we will provide the Goods. During the processing of your Order we will let you know when we will deliver the Goods to you. We will deliver them to you within 30 days after the day on which we accept your Order, or later if we agree a different delivery date with you. Click here to enter text.
11.3.We are not responsible for delays outside our control.1 We will aim to deliver the Goods by the date and time quoted for, however, if our delivery of the Goods is delayed by an event outside our control 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 you may contact us to end the Contract and receive a refund for any Goods you have paid for but not received.
11.4.Delays to Orders requested by you. You may request a delay to the delivery of Goods, however we have no obligation to accept such a request. Any delays agreed by us must be agreed in writing.
11.5.Deliveries in installments. We may, at our sole discretion, choose to deliver the Goods comprising the Order in installments.
11.6.Site costs. We shall not be liable for any site costs incurred prior to delivery of the Goods, irrespective of whether or not the Goods are delivered later than anticipated.
11.7.Collection by you. If you have asked to collect your Order from our premises, you can collect them from us at any time during our working hours of 8:00am – 5:30pm Monday to Thursday and 8:00am – 4:00pm Friday (excluding public holidays).
11.8.If you are not around to take delivery. If you are not available at your address to take delivery, we will be unable to leave the Goods without written instruction by you in a form that can be taken away by the carrier. If the Goods being delivered require your assistance with unloading,we will be unable to leave the Goods and it will result in a failed delivery to be re-arranged by you.
11.9.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 and may charge you for storage 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 15.2 will apply.
11.10.If you do not allow us access to provide services. If you do not allow us access to your property to deliver the Goods (and you do not have a good reason for this), we may charge you any additional costs incurred by us as a result. If, despite our reasonable efforts, we are unable to contact you or re-arrange access to your property we may end the Contract and clause 15.2 will apply.
11.11.Acknowledging delivery. Delivered Goods will need to be signed for by you to acknowledge that the Goods have been delivered to you in good condition. Please check your Goods thoroughly for any shortages or defects before signing for them. Orders signed for or delivered under written instruction as set out in clause 11.9 are deemed to have been delivered in good condition.
11.12.Restricted access. If our driver, or a third party carrier, encounters any restrictions to accessing your property, such as double yellow lines, red lanes, narrow lanes, steep gradients, low bridges or width restricted roads, then there may be an additional delivery charge due. Please contact us to inform us if your property has restricted access or enter full details in the description of your Order. We reserve the right to refuse delivery if you have not informed us about any restricted access. The decision of our driver or other representative as to the nearest point of accessibility to the delivery site shall be accepted as final and shall constitute delivery of the Goods to you. Click here to enter text.
11.13.Failed delivery costs. If we are unable to deliver your Goods to you, then we may charge an additional delivery charge for re-delivery or a charge for any reasonable costs incurred by us in the event of us cancelling the Contract in accordance with clause 15.1(c). For further information about deliveries, please see our Website delivery information page.
11.14.Information required for delivery. We may need certain information from you so that we can deliver the Goods to you, for example, accurate address details, information on access restrictions as set out in clause 11.12 or if you require mechanical lifting equipment to offload your Goods. It is your duty to inform us of such information prior to delivery. 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 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 delivering the Goods late or not delivering 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.
11.15.Reasons why we may suspend the delivery of Goods to you. We may have to suspend the delivery of an Order or Goods within an Order to: (a) deal with technical problems or make minor technical changes; (b) update the Goods to reflect changes in relevant laws and regulatory requirements; (c) make changes to the Goods as requested by you or notified by us to you (see clause 9).
11.16.Your rights if we suspend the supply of Goods. We will contact you in advance to tell you we will be suspending delivery of an Order or Goods within an Order, unless the problem is urgent or an emergency. If we have to suspend the Order we will adjust the price so that you do not pay for Goods while they are suspended. You may contact us to end the Contract for an Order if we suspend it, or tell you we are going to suspend it, in each case for a period of more than 30 days and we will refund any sums you have paid in advance for the Goods in respect of the period after you end the Contract.
11.17.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 19.4) and you still do not make payment within 14 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. We will not suspend the Goods where you dispute the unpaid invoice (see clause 19.7). We will not charge you for the Goods during the period for which they are suspended. As well as suspending the Goods we can also charge you interest on your overdue payments (see clause 19.6).
11.18.Responsibility for damage during delivery and unloading. We shall not be responsible for any loss or damage of any kind during the course of delivering and unloading the Goods. For the avoidance of doubt, this will include damage to the Goods, damage to any property, access road or approach to property.
12. Ownership and responsibility for the Goods
12.1.When you own the Goods. You will own the Goods once we have received payment in full and we have accepted your Order.
12.2.When you become responsible for the Goods. Risk to any Goods you Order on this Site shall pass to you on delivery of the Goods. Click here to enter text.
12.3. When the delivery of Goods is deemed to have been effected by us. Delivery of Goods to you shall be deemed to have been effected by us and you will be responsible and shall bear the risk of any damage to the Goods at the following times: (a) where Goods are delivered by us, or by an independent carrier on our behalf, at the time of the Goods arrive prior to unloading at the premises specified in the Contract, or at the nearest road accessible point to such premises (as applicable); (b) in the event of the Goods being collected by you or by an independent carrier on your behalf, at the earlier of: i the time of collection of the Goods by you, your employees or agents from our premises; or, ii seven days after the date on which you were notified that the Goods were ready for collection.
12.4.Damaged Goods. We cannot accept any liability for any loss or damage to the Goods once they have been delivered in accordance with your delivery instructions.
13. Your rights to end the Contract
13.1.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, and whether you are a consumer or business (or trade) customer:
(a) If what you have bought is faulty or misdescribed you may have a legal right to end the Contract (or to get the Goods repaired or replaced or to get some or all of your money back), see clause 17 if you are a consumer and clause 18 if you are a business (or trade) customer;
(b) If you want to end the Contract because of something we have done or have told you we are going to do, see clause 13.2;
(c) If you are a consumer and have just changed your mind about the Order, see clause 13.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any Goods;
(d) 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 13.5.
13.2.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:
(a) We have told you about an upcoming change to the Goods or these Conditions which you do not agree to;
(b) 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;
(c) There is a risk that supply of the Goods may be significantly delayed because of events outside our control;
(d) 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 30 days; or
(e) You have a legal right to end the Contract because of something we have done wrong.
13.3.Exercising your right to change your mind if you are a consumer (Consumer Contracts Regulations 2013). If you are a consumer then for most products bought online, you have a statutory right to change your mind within 14 days and receive a refund under the Consumer Contracts Regulations 2013.
13.4.How long do consumers have to change their minds? If you are a consumer you have 14 days after the day you (or someone you nominate) receives the Goods, unless:
(a) 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.
(b) 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.
(c) other conditions in the Consumer Contracts Regulations 2013 apply which mean you lose your right to cancel the contract in relation to all or some of the Goods.
13.5.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 (see clause 13.3), you can still end the Contract before it is completed, but you may have to pay us compensation. The Contract is completed when the Goods are delivered. If you want to end the Contract before it is completed where we are not at fault and you are not a consumer who has changed their mind, please 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.
14. How to end your Contract with us (including if you are a consumer who has changed their mind)
14.1.Tell us you want to end the Contract. To end the Contract with us, please let us know by doing one of the following:
(a) Call customer services on 01342 590103 or email us at [email protected]. Please provide your name, home address, order number, details of the Order and your phone number and email address.
(b) Write to us at Hill Place Farm Business Park, Turners Hill Road, East Grinstead, West Sussex, RH19 4LX. Please provide your name, home address, order number, details of the Order and your phone number and email address.
14.2.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 deliver them to us at the address in clause 14.1(b) above, or (at our sole discretion) allow us to collect them from you. Please contact customer services by calling 01342 590103 or emailing [email protected] to arrange collection. If you are a consumer exercising your right to change your mind you must send back the Goods or arrange collection within 14 days of telling us you wish to end the Contract.
14.3.When we will pay the costs of return. We will pay the costs of return:
(a) if the Goods are faulty or misdescribed; or
(b) if you are ending the Contract because we have told you of an upcoming change to the Goods or these Conditions, 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. In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return (including the costs incurred by us collecting the Goods from you).
14.4.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.
14.5.How we will refund you. If you are entitled to a refund under these Conditions, 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.
14.6.When we may make deductions from refunds if you are a consumer exercising your right to change your mind. If you are a consumer exercising your right to change your mind:
(a) 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 accordance with the manufacturer's instruction. If we refund you the price paid before we (or our supplier) can inspect the Goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
(b) The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of Goods within 3-5 days at one cost but you choose to have the Goods delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
14.7.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 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 Goods back to us. For information about how to return Goods to us, see clause 14.2.
15. Our rights to end the Contract
15.1.We may end the Contract if you break it. We may end the Contract at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 14 days of us reminding you that payment is due;
(b) 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; or
(c) you do not, within a reasonable time, allow us to deliver the Goods to you.
15.2.You must compensate us if you break the Contract. If we end the Contract in the situations set out in clause 15.1 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.
16. If there is a problem with the Goods
16.1.How to make a complaint. If you have a complaint about the Goods or our service under this Contract, please contact us in writing using the email address or postal address in clause 14.1.
16.2.Our right to inspect the Goods. We may, as soon as reasonably practicable after receiving such a written complaint, or within 30 days where the Goods are situated outside of mainland England, Scotland and Wales, decide at our sole discretion whether we (or our supplier) will inspect the Goods that are the subject of a complaint. If we elect to exercise our right to inspect the Goods, or the supplier wishes to inspect the Goods, you must take all steps necessary to enable us or the supplier to do so.
16.3.If we do not want to inspect the Goods. If we (or our supplier) elect not to inspect the Goods in person in accordance with clause 16.2 above, because it would be impractical or for any Click here to enter text. other reason, you agree to send us suitable images of the Goods which are the subject of the complaint, in order to allow us to determine the validity of such a complaint.
16.4.Contacting the Consumer Ombudsman. If you are a consumer and we have not satisfied your complaint within 14 days, you may refer your complaint to the Consumer Ombudsman at https://www.consumer-ombudsman.org/ComplaintLodgement.
17. Your rights in respect of defective Goods if you are a consumer
17.1.Statutory rights. If you are a consumer, we are under a legal duty to supply Goods that are in conformity with the Contract. Nothing in these Conditions will affect these legal rights.
17.2.Rights regarding description, suitability and quality. The Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your goods 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.
17.3.Goods of secondary quality. You understand that for the purposes of clause 17.2 above, Goods which are described as of secondary quality, non-prime, Cat 1, Cat 2, Cat 3, off-grade, grade B, yard sale, yard pack, clearance, shop-soiled or using other terms which indicate that they are not of first quality, shall be of a lower quality than if they were not described as such, and that this may be the reason for any reduced price or discount applied.
17.4.Your right to change your mind. Please also note your right to change your mind (as per clause 13.3).
17.5.Your obligation to return rejected Goods. If you wish to exercise your legal rights to reject Goods you must either deliver them to us at the address in clause 14.1(b) above, or allow us to collect them from you in accordance with clause 14.2. We will pay the costs of postage or collection in accordance with clause 14.3. 17.6.Exceptions. Please be aware that your rights are subject to certain exceptions. For detailed information, please visit the Citizens Advice website at www.adviceguide.org.uk or call 03454040506.
18. Your rights in respect of defective Goods if you are a business (or trade) customer
18.1.If you are a business (or trade) customer, we warrant that on delivery any Goods shall:
(a) conform with their description;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by us.
18.2.Please note that we give no warranty in relation to Goods which are described as of secondary quality, non-prime, Cat 1, Cat 2, Cat 3, off-grade, grade B, yard sale, yard pack, clearance, shop-soiled or using other terms which indicate that they are not of first quality.
18.3.Subject to clause 18.4, if:
(a) you give us notice in writing within a reasonable time of discovery that Goods do not comply with the warranty set out in clause 18.1; (b) we are given a reasonable opportunity of examining such Goods; and (c) you return such Goods to us at our cost; We shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
18.4.We will not be liable for the Goods’ failure to comply with the warranty in clause 18.1 if:
(a) you make any further use of such Goods after giving a notice in accordance with clause 18.3(a);
(b) 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;
(c) the defect arises as a result of us following any drawing, design or specification supplied by you;
(d) you alter or repair the Goods without our written consent; or
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
18.5.Except as provided in this clause 18, we shall have no liability to you in respect of a Goods’ failure to comply with the warranty set out in clause 18.1.
18.6.These Conditions shall apply to any repaired or replacement Goods supplied by us under clause 18.3
19. Payment terms
19.1.Where to find the price. The price of the Goods (which can be selected to both include or exclude VAT) will be the price indicated on the Site when you placed your Order. We take all reasonable care to ensure that the price of the Goods advised to you is correct. However please see clause 19.3 for what happens if we discover an error in the price of the Goods you order.
19.2.We will pass on changes to VAT. If the rate of VAT changes between the date on which you place your Order 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.
19.3.If we get 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 Good's correct price at the Order date is less than our stated price at the Order date, we will charge the lower amount. If the correct price of the Goods at your Order date is higher than the price stated to you, we will contact you for your instructions before we accept your Order.
19.4.When and how you must pay. We accept payment with, PayPal and most credit/debit cards. You must pay for the Goods before we dispatch them. Subject to any special terms agreed between you and us in writing, you will have the option to pay for Goods using our credit facility payment option.
19.5.Our right to set-off if you are a business (or trade) customer. If you are a business (or trade) customer you must pay all amounts due to us under the Contract in full without any set- Click here to enter text. off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
19.6.We can charge interest on overdue payments. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 8% a year above the base lending rate of Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
19.7.What to do if you think an invoice is incorrect. If you think an invoice is incorrect 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.
20. Limitation of liability
20.1.Circumstances in which we do not limit our liability. Nothing in these Conditions shall limit or exclude our liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
(d) any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
20.2.Circumstances in which we do limit our liability. Subject to clause 20.1:
(a) we shall have no liability under or in relation to this Contract (howsoever arising and including as a result of breach of contract, tort (including negligence) or statutory duty) for any: (a) direct or indirect: (i) loss of revenue or profits; (ii) loss of contracts; (iii) loss of business; (iv) loss of goodwill; (v) loss or corruption of data; or (b) indirect or consequential loss or damage, even if we have been advised of the possibility of such damages or losses; and
(b) our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of £50 or the price paid by you for your Order under the Contract.
21. Other important terms
21.1.Force majeure. Neither us or you shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of our obligations under the Contract if such delay or failure result from an event or circumstance beyond our reasonable control. If the period of delay or non-performance continues for 12 WEEKS, the party not affected may terminate the Contract by giving 7 days written notice to the affected party.
21.2.Assignment and other dealings:
(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
(b) You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without our prior written consent. Click here to enter text.
(a) Subject to clause 3.2, the Contract constitutes the entire agreement between us and you and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.
(b) We and you agree that both of us shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. We and you agree that both of us shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Conditions.
21.4. Variation. Subject to clause 10, no variation of the Contract shall be effective unless it is in writing and signed by both us and you (or our authorised representatives).
21.5.Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or partprovision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this clause shall not affect the validity and enforceability of the rest of the Contract.
21.6.Third party rights. No one other than us or you shall have any right to enforce any of the Conditions of this Contract.
21.7.Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
21.8.Jurisdiction. We and you irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.