Please read the following important terms and conditions before you buy anything on our website and check that they contain everything you want and nothing that you are not willing to agree to.
This contract sets out:
· your legal rights and responsibilities; and
· our legal rights and responsibilities;
In these terms:
‘we’, ‘us’ or ‘our’ means Waxman Ceramics Limited; and
‘you’ or ‘your’ means the person using our site to buy goods from us.
If you have any questions about this contract or any orders you have placed, please contact us by:
· sending an email to sales@waxmanceramics.co.uk; or
· calling us on 01422 311331 (our telephone lines are open 8.30am – 5pm Monday to Thursday and 8.30am – 4.15pm on Friday).
Who are we?
|
We are Waxman Ceramics Limited, a company registered in England and Wales under company number: 02992383 Our registered office is at: Grove Mills, Elland, West Yorkshire, HX5 9DZ.
|
1.1 If you buy goods on our site you agree to be legally bound by this contract.
1.2 These terms and conditions apply only if you are buying goods on our site in the course of business (for purposes inside your trade, business, craft or profession).
1.3 This contract is only available in English. No other languages will apply to this contract.
1.4 When buying any goods on our site you also agree to be legally bound by:
1.4.1 our website terms and conditions;
1.4.2 extra terms which may add to, or replace some of, this contract.
1.4.3 specific terms which apply to certain goods. If you want to see these specific terms, please visit the relevant webpage for the goods at any time during the online checkout process.
All of the above documents form part of this contract as though set out in full here.
2.1 Product images on our brochures, catalogues, website and other promotional literature (Promotional Material) are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a picture accurately reflects the colour of the goods. Your goods may vary slightly from those images. All sizes, weights, capacities, dimensions and measurements indicated on the Promotional Material have a small tolerance. If you are concerned about the precise colour, size, weight, capacity, specification, dimension or measurement of any of goods, please contact us prior to placing an order and/or purchasing those goods. The packaging of goods may vary from that shown on Promotional Material.
2.2 Any promotional or offer prices made available by us will apply only within the scope and period of the promotion or offer concerned and are subject to any applicable additional terms (and restrictions or limits) stated. To take advantage of promotional/offer prices, you may be required to quote the relevant promotion code at the time of your order. If you do not comply with the additional terms of a promotion or offer, we reserve the right to exclude you from the relevant promotion or offer.
3. YOUR PRIVACY AND PERSONAL INFORMATION
3.1 Our Privacy Notice is available at www.waxmanceramics.co.uk/pages/privacy-notice.
3.2 Your privacy and personal information are important to us. Any personal information that you provide to us will be dealt with in line with our Privacy Notice, which explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.
4.1 Before you submit an order for goods, you must first complete, in full and to our satisfaction, an online application using the form and process specified here (‘Account Application’). As part of your account, you may apply for credit terms. All credit facilities offered by us are conditional upon, and at all times subject to:
4.1.1 the maintenance, availability and adequacy of credit insurance cover acceptable to us in respect of you;
4.1.2 our continuing satisfaction with your creditworthiness in light of any credit checks, financial information or other evidence we may reasonably require. We may, in our absolute discretion and without liability, set, vary, suspend or cancel any credit limit at any time and/or require you to revert to pro-forma payment terms for all or any future orders. We shall be entitled to withhold, suspend or cancel the supply of any goods or services if you exceed an applicable credit limit, fail to comply with any requirement to pay on a pro-forma basis, or if our credit insurance cover in respect of you is withdrawn, reduced or otherwise rendered insufficient.
4.2 You warrant that all information and documentation supplied in accordance with an Account Application are accurate and complete. You must promptly notify us in writing of any change to such information.
4.3 We may in our sole discretion accept or reject any Account Application, or require any additional information before making our decision. Our decision will be final and we do not need to give our reasons for refusal.
4.4 We may suspend or terminate your account at any time and for any reason by giving you notice in writing.
4.5 You place an order on the site by clicking ‘Pay now’ . Please read and check your order carefully before submitting it. You will be able to correct any errors before submitting your order to us.
4.6 When you place your order at the end of the online checkout process (e.g. when you click on the ‘pay now’ button), we will acknowledge it by email. This acknowledgement does not, however, mean that your order has been accepted by us.
4.7 We may contact you to say that we do not accept your order. This is typically for the following reasons:
4.7.1 the goods are unavailable;
4.7.2 we cannot authorise your payment;
4.7.3 you are not allowed to buy the goods from us;
4.7.4 we are not allowed to sell the goods to you;
4.7.5 you have ordered too many goods; or
4.7.6 there has been a mistake on the pricing or description of the goods.
4.8 We will only accept your order when we email you to confirm this (Confirmation Email). At this point:
4.8.1 a legally binding contract will be in place between you and us; and
4.8.2 we will dispatch the goods to you.
5.1 We use DPD and Pall-Ex to deliver our goods. For information on delivery options and costs, visit our webpage here. During the online checkout process, you will be given available delivery options to choose from.
5.2 Any dates and times quoted for delivery are approximate only, and time is not and will not be made of the essence by notice. We will not be liable to you for failure to deliver on any date or time. Without limiting the generality of the foregoing, we will under no circumstances be liable to you, whether in contract, tort (including negligence) or otherwise, for any loss or damage you incur whether direct or indirect (including any liability you incur with any third party) resulting from any delay in delivery of the goods, or failure to deliver the goods within a reasonable time.
5.3 We shall not be liable for shortages in the quantity of goods (even if caused by our negligence) unless written notice is given to us within 10 business days of the date of delivery and otherwise immediately where you are collecting the goods.
5.4 Our liability for non-delivery of goods or shortages in the quantity of any goods shall be limited to replacing any relevant goods within a reasonable time, or (at our option) issuing a credit note or refund at the pro-rata price against any invoice raised for such goods.
5.5 If three business days following the due date for delivery of the goods, you have not taken delivery, then:
5.5.1 we may store the goods until delivery takes place and charge you for all related costs and expenses (including storage charges and insurance); and/or
5.5.2 we may resell or otherwise dispose of the goods without any obligation or liability to you. We shall deduct all costs and expenses referenced in this clause 5.5 and account to you for any excess of the resale price over or invoice you for any shortfall of the resale price below the price paid by you for the goods.
5.6 Risk in the goods shall pass to you on delivery.
5.7 In these terms, Insolvency Event shall mean: (a) you suspend, or threaten to suspend payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay your debts or as have no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply; (b) you commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors; (c) being a company: (i) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up, other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or your solvent reconstruction; (ii) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you; or (iii) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver; (d) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets; (e) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days; (f) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to an Insolvency Event; (g) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or (h) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the contract has been placed in jeopardy.
5.8 Until title to the goods has passed to you, you must: (a) hold the goods as bailee for us; (b) store the goods separately from all other goods held by you so that they remain readily identifiable as our property; (c) not remove, deface or obscure any identifying mark or packaging on or relating to the goods; (d) maintain the goods in the condition in which they were delivered/collected and keep them insured against all risks for their full price from the date of delivery/collection; (e) notify us immediately if you become subject to an Insolvency Event; and (f) inform us of the location of the goods (or such other information relating to the goods as we may require) upon request from time to time.
5.9 If before title to the goods passes to you, you inform us, or we reasonably believe, that you have or are likely to become subject to an Insolvency Event, then, without limiting any other right or remedy that we may have, we may at any time: (a) require you to deliver up (at your expense) all goods in your possession which have not been resold, or irrevocably incorporated into another product; and/or (b) enter any of your premises (or of any third party) where the goods are stored, with or without vehicles, to inspect and recover them. For these purposes, you grant us an irrevocable licence to enter such premises for such purposes.
6.1 All prices are in pounds sterling (£)(GBP) and exclude VAT at the applicable rate, but exclude delivery charges. For information on delivery options and costs, visit our webpage here.
6.2 We may increase our published or quoted prices at any time by giving you not less than 30 days’ notice in writing, provided that the increase does not exceed 5% of the prices in effect immediately prior to the increase.
6.3 Notwithstanding clause 6.2, we may increase our published or quoted prices with immediate effect by written notice to you where there is a direct cost to us of supplying the relevant goods which exceeds 5% and which is due to any factor beyond our control.
6.4 Unless otherwise agreed in writing, we shall invoice you for at any time following acceptance of the order.
6.5 You shall pay all invoices:
6.5.1 in full without deduction or set off, in cleared funds by the 20th day of the month following the date of each invoice;
6.5.2 to the bank account nominated by us.
6.6 Time for payment by you is of the essence. You must pay all amounts due under the contract in full and cleared funds without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
6.7 If you fail to make any payment by the due date for payment, in addition to any unpaid amount that should properly have been paid and our rights under clause 8, you will at our option:
6.7.1 pay interest on that amount (accruing daily from the due date for payment until the date of actual payment, whether before or after judgment). Such interest shall be calculated at a rate of 4% per year above the Bank of England’s base rate which is current at the date the payment became overdue (or if the Bank of England’s base rate drops below zero, then at 2.5 per cent a year); or
6.7.2 pay interest in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) from the due date for payment until payment is made in full, whether before or after any judgment, and, at all times, you must pay the interest together with the overdue amount.
6.8 We may set and vary credit limits from time to time and withhold all further supplies if you exceed such credit limit.
7.1 We warrant that (subject to the other provisions of this clause 7 of this Part C) upon delivery or collection (as applicable) the goods shall conform in all material respects with their description and any applicable specification for the goods that is agreed between us in writing (the Specification), and shall be free from material defects in design, material and workmanship.
7.2.1 you give notice in writing to us of any defect within 2 business days of delivery if you discover that some or all of the goods do not comply with the warranty set out in clause 7.1 (and in respect of defects which are obvious upon a reasonable inspection at the time of delivery or collection, you advise us, where you are collecting the goods, immediately on collection or, where the goods are being delivered to you, by telephone immediately and give notice in writing to us within three business days of delivery); and
7.2.2 we are then given a reasonable opportunity to examine those goods before they are used, further damaged or otherwise interfered with, and (if asked to do so by them) you return them to us or other location as specified by us (at your cost), or allow us to collect the goods concerned, then we shall, as your sole and exclusive remedy and at our option, repair or replace the defective goods, or refund the price of the defective goods in full.
These terms shall apply to any repaired or replacement goods supplied by us.
7.3 We shall not be liable for goods' failure to comply with the warranty set out in clause 7.1 in any of the following events:
7.3.1 if you make any further use of such goods after giving notice in accordance with clause 7.2;
7.3.2 if the defect arose because you failed to follow our instructions as to the appropriate storage, movement, commissioning, installation, use and maintenance of the goods or (if there are none) good trade practice regarding the same;
7.3.3 if the defect arose as a result of us following any drawing, design or Specification supplied by you;
7.3.4 if you alter or repair the goods without our written consent beforehand;
7.3.5 if the defect arose because of fair wear and tear, wilful damage or negligence (other than by us) or acts or omissions by you, your employees, agents or sub-contractors;
7.3.6 if the goods differ from their description or any Specification because of changes made to ensure they comply with applicable laws or regulatory requirements.
7.4 Except as provided in this clause 7, we give no warranties and makes no representations in relation to the goods and shall have no liability to you in respect of the goods' failure to comply with the warranty set out in clause 7.1, and all warranties and conditions, whether express or implied by statute, common law or otherwise are excluded to the fullest extent permitted by law.
7.5 We will not be responsible for either the cost of removing the goods from any location where they are installed or fixed (or making good the location after removal) or for the cost of installing or fixing any repaired or replacement goods supplied. You have certain legal rights in relation to the nature of goods (also known as ‘statutory rights’). The goods that we provide to you must be as described, fit for purpose and of satisfactory quality.
8. RIGHT TO SUSPEND THE SUPPLY OF GOODS OR END THE CONTRACT
8.1 In rare cases, we may be required to suspend the supply of goods to you. This is typically for the following reasons:
8.1.1 to deal with technical problems or make minor technical changes;
8.1.2 to update the goods to reflect changes in relevant laws and regulatory requirements; or
8.1.3 to make changes to the goods as requested by you or notified by us to you.
8.2 If you do not pay us for the goods when you are supposed to, we may suspend the supply of the goods until you have paid us the outstanding amounts, or we may otherwise end the contract. We may also notify you that we are going to stop supplying any goods and will refund any sums you have paid in advance for goods which will not be provided
8.3 Subject to clause 7, you can only cancel a contract or return goods to us which you do not require within 30 days and with our prior consent, which is at our sole discretion. Any such cancellation or returns allowed by us will be on such terms as we specify, including applicable restocking fees as notified from time to time.
8.4 Please note that we do not accept, and will refuse delivery of, any returns that contain:
8.4.1 individual items removed from their original box;
8.4.2 boxes that have been opened, resealed, damaged or otherwise altered; or
8.4.3 quantities that do not constitute a full box as stated on Confirmation Email.
8.5 We may terminate the contract (whether in whole or part) or any other contract which we have with you at any time by giving you notice in writing if:
8.5.1 you commit a material breach of the contract, and such breach is not remediable;
8.5.2 you commit a material breach of the contract which is not remedied within 5 business days of receiving written notice of such breach;
8.5.3 if you fail to pay any amount due under the contract on the due date for payment; or
8.5.4 if you suffer an Insolvency Event.
8.6 If you become aware that any event has occurred, or circumstances exist, which may entitle us to terminate the contract under this clause 8, you shall immediately notify us in writing.
8.7 On termination of the contract for any reason, you must immediately pay us all outstanding unpaid invoices and interest. Termination of the contract, however arising, shall not affect our rights, remedies and liabilities that have accrued as at termination. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.
8.8 Without limiting our other rights or remedies, we may suspend supplies of goods under the contract or any other contract which we have with you if we are otherwise permitted to terminate the contract under this clause 8.
9. LIMITATION OF LIABILITY
9.1 The extent of our liability under or in connection with the contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.
9.2 Nothing in these terms shall limit or exclude our liability for: (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation; or (c) any other losses which cannot be excluded or limited by applicable law.
9.3 Subject to clause 9.2
9.3.1 we shall not be liable for any consequential, indirect or special losses;
9.3.2 we shall not be liable for any of the following (whether direct or indirect): loss of profit; loss of revenue; loss or damage to equipment; loss of use; loss of contract; loss of commercial opportunity; loss of savings, discount or rebate (whether actual or anticipated); harm to reputation or loss of goodwill; and/or wasted expenditure; and
9.3.3 our total liability to you shall in no circumstances exceed the price of the goods ordered under the contract.
9.4 This clause 9 shall survive the expiry or termination of the contract.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 The supply of goods by us shall not confer any right upon you to use any of our Intellectual Property Rights. Intellectual Property Rights means all: copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, rights in software, rights in goodwill, rights in confidential information, rights to invention, rights to sue for passing off, domain names and all other intellectual property rights and similar rights and, in each case: whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; and in whichever part of the world existing). At all times such Intellectual Property Rights shall remain our absolute property (or our suppliers or licensors).
10.2 To the extent that the goods are manufactured, altered, processed or produced to your design, Specification or measurements, you agree to fully indemnify us against all losses, claims, damages, liabilities, fines, interest, penalties, costs, charges, expenses, demands and legal and other professional costs (calculated on a full indemnity basis) suffered or incurred by us in connection with:
10.2.1 any action, claim or demand made against us for actual or alleged infringement of any third party's Intellectual Property Rights or other rights arising out of or in connection with our use or possession of your design, Specification or measurements; and
10.2.2 any other action, claim or demand arising from any manufacture, alteration, processing, production or supply including, but not limited to any defects in the goods, arising out of or in connection with our use or possession of your design, Specification or measurements.
11. FORCE MAJEURE
11.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the contract that is caused by any event beyond our reasonable control (each a Force Majeure Event). If a Force Majeure Event takes place that affects the performance of our obligations under the contract:
11.1.1 we will contact you as soon as reasonably possible to notify you; and
11.1.2 our obligations under the contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of goods to you, we will arrange a new delivery date with you after the Force Majeure Event is over.
Certain goods supplied by us could, if incorrectly used, give rise to risks to health and safety. Information in respect of such goods is available from us or may be provided with the relevant goods. It is your responsibility to ensure compliance by your employees, agents, subcontractors, users and customers with any safety instructions given by us in relation to those goods and to take other steps or precautions, having regard to the nature of the goods, as necessary to preserve the health and safety of any person handling, using or disposing of them.
13. ANTI-BRIBERY
13.1 For the purposes of this clause 13, the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it and Bribery Laws shall mean Bribery Act 2010 and associated guidance published by the Secretary of State for Justice under the Bribery Act 2010 and all other applicable UK legislation, statutory instruments and regulations in relation to bribery or corruption.
13.2 You shall comply with applicable Bribery Laws including ensuring that you have in place adequate procedures to prevent bribery and ensure that:
13.2.1 all of your personnel;
13.2.2 all others associated with you; and
13.2.3 all of your subcontractors;
13.3 involved in the performance of this contract so comply.
13.4 Without limitation to clause 13.2, you shall not make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on your behalf, either in the United Kingdom or elsewhere, and you shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on your behalf.
13.5 You shall immediately notify us as soon as you become aware of a breach or possible breach of any of the requirements in this clause 13.
14. CONFIDENTIALITY
14.1 You shall keep all of our confidential information confidential and shall only use the same as required to perform the contract. For the purpose of this clause, confidential information shall mean: any commercial, financial or technical information, information relating to the goods, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by us in performing our obligations under, or otherwise pursuant to the contract. The provisions of this clause shall not apply to:
14.1.1 any information which was in the public domain at the date of the contract;
14.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of the contract or any related agreement;
14.1.3 any information which is independently developed by you without using information supplied by us; or
14.1.4 any disclosure required by law or a regulatory authority or otherwise by the provisions of the contract.
14.2 This clause 14 survive the expiry or termination of the contract.
15. RIGHT TO VARY THESE TERMS
15.1 We may amend and revise these terms. If we revise these terms as they apply to your order, we will contact you to give you reasonable notice of the changes and let you know how to cancel the contract if you are not happy with the changes. You may cancel either in respect of all the affected goods or just the goods you have yet to receive. If you opt to cancel, you will have to return or make available for collection by us (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 applicable delivery charges.
16. MISCELLANEOUS
16.1 Any notices or communications given by you or us in connection with the contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or email. We may also post notices on our website.
16.2 A notice or other communication shall be deemed to have been received:
16.2.1 if delivered personally, at the time of delivery;
16.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting;
16.2.3 if sent by e-mail, one business day after transmission; or
16.2.4 posted by us on our website, immediately.
16.3 Notices shall be sent by:
16.3.1 us to the address and email address on your account; and
16.3.2 you to us at our registered address and email address as set out on our website.
16.4 We may transfer our rights to someone else. We may transfer our rights and obligations under these terms. 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.
16.5 You need consent to transfer your rights to someone else. You may only transfer your rights or your obligations under the contract to another person if we agree to this in writing.
16.6 Nobody else has any rights under the contract. The contract is between you and us. No other person shall have any rights to enforce any of its terms.
16.7 If a court finds part of the 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.
16.8 Even if we delay in enforcing the contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under the contract or if we delay in taking steps against you in respect of your breaking the 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 later.
16.9 The contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. Each of us irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the contract, its subject matter or formation (including non-contractual disputes or claims).