Terms and Conditions

Terms and Conditions

1. Definitions
   • To make it easier to understand these terms and conditions we, at points, use defined terms. These defined terms are set out below and wherever you see one of these terms used in these terms and conditions, it will have the exact meaning given to it as shown below.

1. These Conditions
   • These Conditions set out the terms on which we will supply the Products to you. Please read these terms carefully before placing any Order with us.
   • These Conditions contain important information including: who we are; how we will provide the Products to you; how the Contract can be changed or brought to an end; and what to do if you think there is a problem with the Products.
   • These Conditions will apply differently according to whether you are placing your Order with us as a consumer customer or as a business customer.
   • You will be placing an Order as a consumer customer where you do so as an individual and the Products ordered are for your personal use. In other words, your Order is not for use in connection with a business, trade, craft or profession.
   • You will be placing an Order as a business customer if you are doing so either wholly or mainly in connection with a business, trade, craft or profession. In other words, your Order is related to a commercial purpose.
   • These Conditions are set out in three parts as follows:
     • Part 1: terms which apply to both business and consumer customers;
     • Part 2: terms which apply to only consumer customers; and
     • Part 3: terms which apply only to business customers.

Part 1 BUSINESS AND CONSUMER CUSTOMERS

1. Information about us and how to contact us
   • We are AF AFFINITY LIMITED (registered company number 01525687). Our registered office is at Honingham Thorpe, Colton, Norwich, Norfolk NR9 5BZ and our registered VAT number is 981482002.
   • You can contact us by telephoning our customer service team on 01603 881 888 or by writing to us at [email protected].
   • If we have to contact you we will do so by telephone, email or post using the details you provided to us during the order process (and these will be confirmed in the Order Acknowledgement).
   • For the purposes of these Conditions, the words writing or written includes emails.
2. Our contract with you
   • Once you have placed an Order, a binding Contract will only come into existence between you and us once we have sent you an Order Acknowledgement. Until that point your Order is only provisional and we may decline to accept it.
   • If, for whatever reason, we are unable to accept your Order, we will inform you of this as soon as we can and you will not be charged for the Products.
   • We will assign your Order and order number which will be contained in the Order Acknowledgement. Please use this order number whenever you contact us about your Order.
   • Please note that we only sell Products to customers located in the UK mainland. Our website is solely for the promotion of Products to the UK mainland and, unfortunately, we do not deliver to addresses outside the UK mainland (unless otherwise agreed between you and us in writing).
3. Price
   • The Price of the Products will, depending on the Products, either be the amount:
     • as told to you over the telephone;
     • told to you in the course of email exchanges; or
     • (in respect of fuel only) as set out on our website,

and in each case, will be confirmed in the Order Acknowledgement.

• Whether the Price of the Products is inclusive or exclusive of VAT will vary according to whether you are a business or consumer customer:
  • if you are a consumer customer, the Price will be inclusive of VAT; and
  • if you are business customer, the Price will be exclusive of VAT.
• We take reasonable care to ensure that the price of the Products advised to you is correct. However, it is always possible that we may incorrectly quote you the price of some of the Products we sell. If this happens we will either:
  • if the correct price is lower, accept your Order and charge you the correct (lower) price; or
  • if the correct price is higher, contact you for further instructions before accepting your Order.
• If we accept and process your Order where a pricing error is obvious, unmistakeable and could reasonably have been recognised by you as a mispricing then we may end the Contract in which case we will refund you any sums you have paid and require the return of any Products provided to you.
• If the rate of VAT changes between the date of our Order Acknowledgement and the date we actually supply the Products, we will adjust the rate of VAT that you pay (unless you have already paid for the Products in full before the change in the rate of VAT takes effect).

1. Invoicing and Payment
   • Unless otherwise agreed in writing between you and us, we shall invoice you for the Products ordered on or after they have:
     • in the case of Goods, been delivered; or
     • in the case of Services, been completed.
   • Where a direct debit mandate is in place, we shall collect payment from you by way of direct debit on or shortly after the 24th of the month following the date of the invoice. For example, if we issue you with an invoice dated 20 June, we will collect payment on or shortly after the 24th July.
   • Where no direct debit mandate is in place, we will take payment from you (by card) at the same time you place your Order. We will not issue the Order Acknowledgement until such payment has been taken. We take payment by most major credit and debit cards details of which are set out on our Website at www.af-affinity.co.uk.
   • If we are unable to collect payment from you on the date payment is due, we reserve the right to charge interest to you on the overdue amount at the rate of 6% p.a. above the Bank of England’s base rate. 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.
   • In addition to our right to charge interest at clause 4 we may also, at our discretion, charge you a one off late payment fee of £25.00 and a monthly administration fee for the recovery of the debt in the following increments.

• • • £25 – for debts up to £999.99
    • £100 – for debts up to £9,999.99
    • £250 – for debts £10,000 +

1. • 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.
2. How we may use your personal information
   • We will only use your personal information as set out in our privacy policy. You can find our privacy policy at https://www.af-affinity.co.uk/privacy-policies/.
3. Other important terms
   • These terms can only be amended if both you and us agree to the changes and this agreement is set out in writing.
   • We may transfer our rights and obligations under the Contract 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 may only transfer your rights or your obligations under the Contract to another person if we agree to this in writing.
   • Nobody else has any rights under the Contract, the Contract is between you and us and no other person shall have any rights to enforce any of its terms. Neither you nor us will need to get the agreement of any other person in order to end the Contract or make any changes to it.
   • Each of the paragraphs of the Contract 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.
   • 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 Products, we can still require you to make the payment at a later date.

Part 2 CONSUMER CUSTOMERS

1. Providing the products – General
   • The costs of delivery will be as told to you over the telephone or told to you in the course of email exchanges during the order
   • When we will deliver the Products depends on whether they are Goods or Services. This is covered in more detail in clause 10 (Goods) and clause 11 (Services).
   • If our supply of the Products 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 Products you have paid for but not received.
   • We may need certain information from you so that we can supply the Products to you. For example, measurements, colour choices, information specific to the Services we are providing etc. If so, this will have been told to you during the order We will contact you to ask for this information.
   • If you do not give us the information referred to in clause 4 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 23.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work required as a result. We will not be responsible for supplying the Products 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.
   • We may have to suspend the supply of the Products to:
     • deal with technical problems or make minor technical changes;
     • update the Products to reflect changes in relevant laws and regulatory requirements; or
     • make changes to the Products as requested by you or notified by us to you (see clause 13 and clause 14).
   • We will contact you in advance to tell you we will be suspending supply of the Products, unless the problem is urgent or an emergency. If we have to suspend the Products you may contact us to end the Contract and we will refund any sums (if any) you have paid in advance for the Products in respect of the period after you end the Contract.
   • If you do not pay us for the Products when you are supposed to (see clause 4) and you still do not make payment within seven Days of us reminding you that payment is due, we may suspend supply of the Products until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Products. We will not suspend the Products where you dispute the unpaid invoice (see clause 6.5). We will not charge you for the Products during the period for which they are suspended. As well as suspending the Products we can also charge you interest on your overdue payments (see clause 6.4).
2. Providing the Products – Goods
   • In most cases we will deliver the Goods to you as soon as reasonably possible and in any event within 30 Days from the date we accept your Order. However, for some items, delivery may take longer and if this is the case we will let you know during the order Time for delivery (which may be a date range, as opposed to a particular date) will be confirmed in the Order Acknowledgement.
   • We may deliver the Products in instalments, but only where we tell you that we are going to do this and you agree to us doing so.
   • If we are unable to deliver the Goods because:
     • no one is available at your address to take delivery of them and they cannot be posted through your letterbox or otherwise left in a safe place (which in respect of fuel, may mean that we cannot access your fuel tank);
     • we are unable to locate your address; or
     • we are unable to access your address (for example, the vehicle containing the Goods is too large to fit down your drive);

then we will usually leave you a note (unless we are unable to locate your address) informing you of how to rearrange delivery of the Goods. If, for whatever reason, we are do not leave you a note, we will contact you as soon as possible after being unable to take delivery to arrange redelivery.

• Further, if we are unable to deliver the Goods for the reasons set out in clause 3 then we may charge you a failed delivery fee of £50 (but will only do so if the specific supplier we used to deliver the Goods charges us a similar fee as a result of being unable to deliver the Goods).
• If, after a failed delivery attempt, you do not rearrange delivery of the Goods from us within 14 Days then we will contact you for further instructions and may charge you storage and additional delivery costs. If, despite our reasonable efforts, we are unable to contact you for further instructions within a further seven Days then we may bring the Contract to an end and clause 2 will apply.
• If we fail to deliver the Goods within 30 Days of accepting your Order, or within any alternative timeframe agreed during the order process (as confirmed in the Order Acknowledgement) then (provided one of the following applies) you may treat the Contract as at an end straight away:
  • we have refused to deliver the Goods;
  • delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
  • you told us before we accepted your Order that delivery within the delivery deadline was essential.
• If you do not wish to treat the Contract as at an end straight away, or do not have the right to do so under clause 6, you can give us a new deadline for delivery which must be reasonable. If we do not meet this new deadline, you can treat the Contract as at an end.
• If you do choose to treat the Contract as at an end for late delivery under clause 6 or clause 10.7, you can cancel your Order for any of the Goods or reject Goods that have been delivered. If you wish, you can reject or cancel the Order for some of those Goods (not necessarily all of them), unless splitting them up would reduce their value.
• We will refund any sums you have paid to us for the cancelled Goods and their delivery. If the Goods have been delivered, you must 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 contact us using the details at the top of these Conditions for a return label or to arrange collection.
• The Goods ordered will be your responsibility from the time we deliver them to you at the address you gave us.
• You will own the Goods you ordered once we have received payment in full for them.

1. Provision of Products – Services
   • We will start delivering the Services on the date agreed with you during the order The estimated completion date for the Services (if applicable) will be as told to you during the order process. The timescales for provision of the Services will be confirmed in the Order Acknowledgement.
   • If you do not allow us access to your property (or such other location where the Services are to be performed) to perform the Services as arranged (and you do not have a good reason for this) we may charge you 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 (or such other location where the Services are to be performed) we may end the Contract and clause 2 will apply.
2. Our products
   • When you place an Order with us, you may specify that the Products are to be a particular size or weight. Although we will make every effort every effort to be as accurate as possible, because some of our products are handmade, all sizes, weights, capacities, dimensions and measurements of the Products you Order have a 2% tolerance.
   • If we are making the Products to measurements you have given us you are responsible for ensuring that these measurements are correct.
3. Your rights to make changes
   • If you wish to make a change to the Products 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 Products, the timing of supply or anything else which would be necessary as a result of your requested change. We will ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the Contract (see clause 16).
4. Our rights to make changes
   • We may make minor changes to the Products:
     • to reflect changes in relevant laws and regulatory requirements; or
     • to implement minor technical adjustments and improvements, but these changes will not affect your use of the Products.
   • If we need to make more significant changes to the Products, or these Conditions, we will let you know what those changes are and the effect they will have on the Products or these Conditions. If you are unhappy with the changes, you may end the Contract and receive a refund for any Products paid for but not received.
5. If there is a problem with the product
   • If you have any questions or complaints about the Products, please contact using the details as set out in clause 2.
   • We are under a legal duty to supply the Products in conformity with the Contract. Nothing in the Contract will affect your legal rights.
6. Your rights to end the contract
   • Your rights when you end the Contract will depend on the Products you have bought, whether there is anything wrong with them, how we are performing and when you decide to end the Contract:
     • if what you have bought is faulty or misdescribed you may have a legal right to end the Contract (or to get the Product repaired or replaced or a Service re-performed or to get some or all of your money back);
     • if you want to end the Contract because of something we have done or have told you we are going to do, see clause 17;
     • if you have just changed your mind about the Product, see clause 18 (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 the Goods); and
     • in all other cases (if we are not at fault and there is no right to change your mind), see clause 19.
7. Ending the contract because of something we have done or are going to do.
   • If you are ending the Contract for a reason set out at 1.1 to 17.1.5 (below), the Contract will end immediately and we will refund you in full for the Products 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 Product or these terms which you do not agree to (see clause 2);
     • we have told you about an error in the Price or description of the Product you have ordered and you do not wish to proceed (see clause 2);
     • there is a risk that supply of the Products may be significantly delayed because of events outside our control (see clause 3);
     • we have suspended supply of the Products for technical reasons, or notify you we are going to suspend them for technical reasons (see clause 7); or
     • you have a legal right to end the Contract because of something we have done wrong (including because we have delivered late (see clause 6 and 10.7)).
8. Ending the Contract because you have changed your mind.
   • Generally, where goods and services sold at a distance (that is, over the phone or via email) you will have a legal right to change your mind within 14 Days and receive a refund. This period in which you have to change your mind is sometimes referred to as the “cooling-off period”. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in the rest of this clause.
   • The right to change your mind does not apply to all Products we supply and you do not have a right to change your mind in respect of (amongst other things):
     • Services, once these have been completed, even if the cancellation period is still running;
     • any Goods which become mixed inseparably with other items after their delivery; and
     • made to measure Goods (i.e., Goods in respect of which you have specified measurements and/or dimensions).
   • For detailed information about the right to change your mind and how it relates to the Products you have ordered, please visit the Citizens Advice website at www.adviceguide.org.uk or call 03454 04 05 06.
   • Where you do have the right to change your mind, how long you have to do so will depend on what you have ordered and how it is delivered.
   • If you have bought Goods, you have 14 Days after the Day you (or someone you nominate) receives the Goods, unless:
     • your Order for Goods is split into several deliveries over different Days, in which case you will have until 14 Days after the Day you (or someone you nominate) receives the last delivery to change your mind about the Goods; or
     • your Goods are for regular delivery over a set period, in which case you have until 14 Days after the Day you (or someone you nominate) receives the first delivery of the Goods.
   • Please see clause 21 and clause 22 for what you have to do with the Goods if you change your mind and also what happens in terms of refunds.
   • If you have bought Services, you have 14 Days after the Day we email you the Order Acknowledgement to change your mind. However, once we have completed the Services you cannot change your mind, even if the 14 Day period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.
9. 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 do not have a right to change your mind (see clause 1.4), you can still end the Contract before it is completed, but you may have to pay us compensation.
   • When a Contract is completed will depend on whether the Products are Goods or Services:
     • a Contract for Goods is completed when the Products are delivered; and
     • a Contract for services is completed when we have finished providing the Services and you have paid for them.
   • If you want to end the Contract before it is completed where we are not at fault and you have no right to change your mind, just contact us to let us know. The Contract will end immediately and we will refund any sums paid by you for the Products not provided but we may deduct from that refund reasonable compensation for the net costs we will incur as a result of your ending the Contract.
10. How to end the contract with us
    • To end the Contract with us, please let us know by doing one of the following:
      • by phone or email using the details in clause 2 (please provide details of what you bought, when you ordered or received it and your name and address); or
      • by requesting a form from us, filling it in, and returning it to us using the details in clause 2.
11. Returning Products
    • If you end the Contract for any reason after the Products have been dispatched to you or you have received them, you must return them to us. Please contact us using the details in clause 2 to arrange collection.
    • We will pay the costs of return:
      • if the Goods are faulty or misdescribed; or
      • 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 exercising your right to change your mind) you must pay the costs of return.
    • 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.
12. Refunds
    • If any refund is due to you under the terms of these Conditions, we will refund you the Price you paid for the Products (including delivery costs if applicable), by the method you used for payment. However, we may make deductions from the Price, as described below.
    • 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 caused by your handling of 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, we will ask you to pay us an appropriate amount.
    • Where we pay the cost of return, 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 a Product within 3-5 Days at one cost but you choose to have the Product delivered within 24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
    • Where the Product is a Service, we may deduct from any refund an amount for the supply of the Service for the period for which it was supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied in comparison with the full coverage of the Contract.
    • We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then:
      • if the Products are Goods and we have not offered to collect them, 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 Products back to us; or
      • in all other cases, your refund will be made within 14 Days of your telling us you have changed your mind.
13. Our rights to end the contract
    • We may end the Contract 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 14 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 Products (see clause 4);
      • you do not, within a reasonable time, allow us to deliver the Products to you; or
      • you do not, within a reasonable time, allow us access to your premises to supply the Services.
    • If we end the Contract in the situations set out in clause 1 we will refund any money you have paid in advance for Products we have not provided, but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of the Contract coming to an end.
    • We may write to you to let you know that we are going to stop providing the Products (or any part of them). We will give you reasonable notice of our stopping the supply of the Products and will refund any sums you have paid in advance for any Products which will not be provided.
14. Our responsibility for loss or damage suffered by you
    • If we fail to comply with the Contract, we are responsible for loss or damage you suffer that is a foreseeable result of:
      • us breaking of the Contract; or
      • us failing to use reasonable care and skill.
    • However, we are not responsible for any loss or damage that is not foreseeable.
15. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract between us 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 and this includes liability for:
      • death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
      • fraud or fraudulent misrepresentation;
      • breach of your legal rights in relation to the Products; or
      • for supplying Products which are defective under the Consumer Protection Act 1987.
    • If we are providing Services in your property, we will make good any damage to your property caused by us while doing so. However, we are not responsible for the cost of repairing any pre-existing faults or damage to your property that we discover while providing the Services.
    • Because you are placing your Order with us as a consumer (see clause 4), we only supply the Products for domestic and private use. If you use the Products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
16. Other important terms
    • These terms are governed by the law of England and Wales and you can bring legal proceedings in respect of the Products in the English and Welsh If you live in Scotland you can bring legal proceedings in respect of the Products in either the Scottish or the English and Welsh courts. If you live in Northern Ireland you can bring legal proceedings in respect of the Products in either the Northern Irish or the English and Welsh courts.

Part 3 BUSINESS CUSTOMERS

1. Definitions
   • In this Part, the following additional definitions shall apply:

1. Goods
   • The Goods are described in the Specification.
   • We reserve the right to amend the Specification if required by any applicable statutory or regulatory requirement, and we shall use our reasonable endeavours to notify you in any such event.
2. Delivery of Goods
   • We shall use reasonable endeavours to ensure that:
     • each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
     • it states clearly on the delivery note any requirement for you to return any packaging material to us and you shall make any such packaging materials available for collection at such times as we shall reasonably request. Returns of packaging materials shall be at our expense.
   • We shall deliver the Goods to the location set out in Order Acknowledgement or such other location as you and us may have agreed in writing (Delivery Location) at any time.
   • Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
   • Any dates quoted for delivery of the Goods are approximate only and the time of delivery is not of the essence. We shall not be liable to you for any delay in delivery of the Goods that is caused by: a Force Majeure Event; your failure to provide us with adequate delivery instructions; or any other instructions that are relevant to the supply of the Goods.
   • If 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 for the Goods or any relevant instruction related to the supply of the Goods.
   • If you fail to take or accept delivery of the Goods when delivery is attempted, then except where such failure or delay is caused by a Force Majeure Event or by our failure to comply with our obligations under the Contract which relate to the Goods:
     • delivery of the Goods shall be deemed to have been completed at 9.00 am on the first Business Day following the Day on which we attempted to deliver the Goods; and
     • we shall store the Goods until delivery takes place, and may charge you an abortive delivery charge of £50 (where so levied on us by our suppliers) together with all related costs and expenses (including insurance).
   • If five Business Days after the Day on which we first tried to deliver the Goods you have still not taken or accepted 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 percent more or less than the quantity of Goods you 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.
3. Quality of Goods
   • We warrant that on delivery, the Goods shall:
     • conform in all material respects with the Specification;
     • be free from material defects in design, material and workmanship; and
     • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
   • In addition, we will pass on the benefit of any manufacturer warranty to you in respect of the Goods, if and to the extent we are able to do so.
   • Subject to clause 4, we shall, at our option, repair or replace the defective Goods, or refund the Price of the defective Goods in full if:
     • you give us notice in writing within seven Days of delivery of the Goods having taken place that some or all of the Goods do not comply with the warranty set out in clause 1;
     • we are given a reasonable opportunity of examining such Goods; and
     • you (if we ask you to do so) return such Goods to us at our cost.
   • We shall not be liable for the Goods’ failure to comply with the warranty in clause 1 if:
     • you make any further use of such Goods after giving a notice in accordance with clause 3;
     • 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 instruction you supplied;
     • you alter or repair such Goods without our written consent;
     • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
     • the Goods differ from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
   • Except as provided in this clause 30, we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in clause 1.
   • These Conditions shall apply to any repaired or replacement Goods we may supply.
4. Title and risk
   • The risk in the Goods shall pass to you on completion of delivery.
   • Title to the Goods shall not pass to you until we receive payment in full (in cash or cleared funds) for the Goods and any other goods that we have supplied to you in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment for all such sums.
   • Until title to title in the Goods has passed to you, you shall:
     • store the Goods separately from all other goods you hold 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 Price on our behalf from the date of delivery;
     • notify the us immediately if you become subject to any of the events listed in clause 1.2 to clause 38.1.4; and
     • give us such information relating to the Goods as we may require from time to time.
   • If, before title to the Goods passes to you, you become subject to any of the events listed in clause 1.2 to clause 38.1.4 then, without limiting any other right or remedy we may have, we may at any time:
     • require that you deliver up all the Goods in your possession that have not irrevocably been incorporated into another product; or
     • if you fail to do so promptly, enter any of your premises (or of any third party) where the Goods are stored in order to recover them.
5. Supply of Services
   • We shall use reasonable endeavours to supply the Services to you in accordance with the Specification in all material respects.
   • We shall use reasonable endeavours to meet any performance dates for the Services specified in the Order Acknowledgement (or otherwise agreed in writing between you and us), but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
   • We reserve the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services. We shall notify you in any such event.
   • We warrant to you that the Services will be provided using reasonable care and skill.
6. Your obligations
   • You shall:
     • ensure that the terms of the Order, the Order Acknowledgement and any information you provide in the Specification are complete and accurate;
     • immediately inform us if you become aware of any error in the Order Acknowledgement;
     • co-operate with us in all matters relating to the Services;
     • provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation, and other facilities and/or premises as we may reasonably require to provide the Services;
     • provide us with such information and materials as we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate;
     • prepare your premises (or such other place at which the Services are to be supplied) for the supply of the Services;
     • obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
     • comply with all applicable laws, including health and safety laws;
     • keep all of our materials, equipment, documents and other property (Supplier Materials) which we may leave at your premises: in safe custody and at your own risk; and maintained in good condition until returned to us;
     • not dispose of or use the Supplier Materials other than in accordance with our written instructions or authorisation;
     • comply with our reasonable instructions given in connection with the supply of the Services; and
     • comply with any additional obligations as may be set out in the Specification.
   • If the performance of any of our obligations under the Contract is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation (Customer Default):
     • without limiting or affecting any other right or remedy available to us, we shall have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve us from the performance of any of our obligations in each case to the extent the Customer Default prevents or delays the performance of any of our obligations; and
     • we shall not be liable for any costs or losses you sustain or incur which arise directly or indirectly from our failure or delay in performing any of our obligations as set out in this clause 2.
7. Intellectual property rights
   • All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials you provided) shall be owned by us.
   • We grant to you, or (if and to the extent we are able to do so) shall procure the direct grant to you of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy and modify the Deliverables (excluding materials you provided) for the purpose of receiving and using the Services and the Deliverables in your business.
   • You shall not sub-license, assign or otherwise transfer the rights granted by clause 2.
   • You grant to us a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials you provided to us for the term of the Contract for the purpose of providing the Services to you.
8. indemnity
   • You will indemnify us against, and covenant to pay us an amount equal to:
     • all losses (including but not limited to all direct, indirect and consequential losses), liabilities, costs, damages and expenses that we do or will incur or suffer; and
     • all claims or proceedings made or brought or threatened against us by any person and all losses, liabilities or costs (on a full indemnity basis), damages and expenses we do or will incur or suffer as a result of defending or settling any such actual or threatened claims or proceedings,

in each case arising out of or in connection with:

• to the extent that the Goods are to be manufactured in accordance with a Specification supplied by you, 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 the our use of the Specification;
• your breach of clause 33; and
• any Customer Default.
• We shall be under no obligation to mitigate, or procure the mitigation of, any of the losses, liabilities, costs, damages and expenses to which the indemnity in clause 1 applies.
• This Clause 35shall survive termination of the Contract.

1. Limitation of liability
   • Nothing in the Contract shall limit or exclude our liability for:
     • death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
     • fraud or fraudulent misrepresentation; or
     • any matter in respect of which it would be unlawful for us to exclude or restrict liability.
   • Subject to clause 1, we shall not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
     • loss of profits;
     • loss of sales or business;
     • loss of agreements or contracts;
     • loss of anticipated savings;
     • loss of use or corruption of software, data or information;
     • loss of damage to goodwill;
     • loss of opportunity; and/or
     • any indirect or consequential loss.
   • Subject to clauses 1 and 36.2, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to:
     • in respect of liability arising from the Goods, 100% of the Price paid or payable for the Goods under the Contract; and
     • in respect of liability arising from the Services, 100% of the Price paid or payable for the Services under the Contract.
   • Notwithstanding clause 1, the losses for which we do assume responsibility and which (subject to clause 36.2 and clause 36.3) you shall be able to recover are:
     • sums you have paid to us pursuant to the Contract in respect of any Products not provided in accordance with the terms of the Contract;
     • wasted expenditure; and
     • losses you have incurred if and to the extent they arise from third party claims including demands, fines, penalties, actions, investigations or proceedings, including those made or commenced by regulators or competent authorities and which are directly caused by our acts or omissions.
   • The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
   • This clause 36 shall survive termination of the Contract.
2. Force majeure
   • Force Majeure Event means any circumstance not within our reasonable control including, without limitation:
     • any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
     • collapse of buildings, fire, explosion or accident;
     • epidemic or pandemic (including the Covid-19 pandemic);
     • any labour or trade dispute, strikes, industrial action or lockouts;
     • non-performance by suppliers or subcontractors; and
     • interruption or failure of utility service.
   • If we are prevented, hindered or delayed in or from performing any of our obligations under the Contract by a Force Majeure Event, we shall not be in breach of the Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
   • If the Force Majeure Event prevents, hinders or delays the performance of our obligations under the Contract for a continuous period of more than seven Days, we may terminate the Contract immediately on giving you written notice.
3. Termination
   • Without affecting any other right or remedy available to it, either you or us may terminate the Contract with immediate effect by giving written notice to the other if:
     • the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within fourteen Days after receipt of notice in writing to do so;
     • the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), 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;
     • the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
     • the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
   • Without affecting any other right or remedy available to us, we may terminate the Contract with immediate effect by giving you written notice if you fail to pay any amount due under the Contract on the due date for payment.
   • Without affecting any other right or remedy available to us, we may suspend the supply of Services or all further deliveries of Goods under the Contract (or any other contract between you and us) if you: fail to pay any amount due under the Contract on the due date for payment; or you become subject to any of the events listed in clause 1.2 to clause 38.1.4 (or we reasonably believes that you are about to become subject to any of them).
4. Consequences of termination
   • On termination of the Contract:
     • you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of Services and/or Goods supplied but for which no invoice has been submitted, we shall submit an invoice, which you shall pay immediately on receipt;
     • you shall return to us all of the Supplier Materials and any Deliverables or Goods which have not been fully paid for and if you fail to do so then we may enter your premises and take possession of them and until they have been returned, you shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Contract.
   • Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of you or us that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
   • Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
5. Notices
   • Any notice given by you or us under or in connection with the Contract shall be in writing and shall be:
     • delivered by hand or by pre-paid first-class post or other next working Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
     • sent by email to the address specified in the Order Acknowledgement.
   • Any notice shall be deemed to have been received:
     • if delivered by hand, on signature of a delivery; and
     • 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 or at the time recorded by the delivery service; or
     • if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (in this clause 2.3, business hours means 9.00am to 5.00pm Monday to Friday on a Business Day).
   • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
6. Entire agreement
   • The Contract constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral, relating to its subject matter.
   • You and us both acknowledge that in entering into the Contract neither of us rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
   • You and us both agree that we (that is, you and us) shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
   • Nothing in this clause shall limit or exclude any liability for fraud.
7. Governing law and Jurisdiction
   • 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 laws of England and Wales.
   • You and us irrevocably agrees 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.
   •