Online Sales Terms & Conditions
CLEMAS & CO LIMITED
TERMS AND CONDITIONS FOR ONLINE SALES TO BUSINESS CUSTOMERS
1. ABOUT US
1.1 Clemas & Co. Limited (“we” and “us”) is a company registered in England and Wales with company number 02199265. Our registered office and main trading address is at Unit 16 Alexandra Way, Ashchurch Business Centre, Tewkesbury, Gloucestershire, England, GL20 8NB. Our VAT number is 487 8441 91. We operate the website https://www.clemas.co.uk (“our Site”).
1.2 To contact us telephone our customer service team on 01684 850777 or email us for sales enquiries at email@example.com or for accounts enquiries at firstname.lastname@example.org. For details of how to give us formal notice of any matter in relation to our contract with you see clause 14.2 of these Terms.
2. CONTRACT TERMS
2.1 These terms and conditions (“Terms”) apply to any order placed by a business customer (you) with us through our Site and to the supply of Products by us to you (“the Contract”). No other terms are implied into the Contact by trade, custom, practice, or course of dealing.
2.2 The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 We recommend that you print or save a copy of these Terms for future reference.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1 To place an order though our Site you must be and warrant to us that you are a business and acting in the course of business. If you are a consumer or not acting in the course of business you are still welcome to place an order with us but should do so by contacting us by email or telephone.
3.2 To place an order through our Site, just follow the onscreen prompts. Each order is an offer by you to buy the Products specified in the order (Products) and is subject to these Terms.
3.3 The order process allows you to check and amend any errors before submitting your order to us. You are advised to check the order carefully before confirming it since you are responsible for ensuring that your order including any specification for the Product is complete and accurate.
3.4 After you place an order, you will receive an email from us acknowledging that we have received it, but please note that this does not necessarily mean that your order has been accepted. Our acceptance of your order will take place as described in clause 3.5.
3.5 Our acceptance of your order takes place either when we send an email to you to accept it, at which point the Contract between you and us will come into existence or when we confirm our acceptance to you by sending you an email that confirms that the Products have been dispatched in which case the Contract between you and us will only be formed when we send you the confirmation of despatch.
3.6 If we are unable to supply you with the Products for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as reasonably possible.
3.7 All Products sold are subject to stock availability. If a Product is out of stock or becomes unavailable we may contact you to offer a suitable alternative. Any substitution will only be made with your approval. If any Product is out of stock or become unavailable for any reason whatsoever, we may cancel an order in whole or in part and refund you any monies paid or agree with you to issue a credit note.
4. OUR PRODUCTS
4.1 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflects the colour of the Products. The colour of the Products may differ slightly from those images.
4.2 Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our site have a 2% tolerance.
4.3 The packaging of your Products may vary from that shown on images on our site.
4.4 We reserve the right to amend the specification of the Products if required by any applicable legal or regulatory requirement.
5.1 Other than as set out in these Terms, once an order has been placed by you and accepted by us, neither of us has the right to cancel the Contract.
5.2 Subject to clause 5.1, if you do wish to cancel a Contract, you may email us not less than 5 days before the estimated delivery date for the Product including details of the order in question and Product to request cancellation of the Contract. If the Product has not been despatched, we may in our discretion agree to the cancellation of the Contract but shall be under no obligation to do so. If we do agree to the cancellation of a Contract, there will be a cancellation charge equal to 20% of the value of the Contract and we shall retain this amount from any payment received from you and refund the balance of the amount paid to us under the Contract.
6. DELIVERY, TRANSFER OF RISK AND TITLE
6.1 We will advise you an estimated delivery date for the Product. Dates quoted for delivery are approximate only and the time of delivery is not of the essence. We will endeavour to advise you if we become aware that delivery will be significantly delayed.In the event that delivery is delayed as a result of circumstance outside of our control our responsibilities are as set out in clause 13.
6.2 Delivery is completed when the Products have been delivered to and unloaded or made available for unloading at the address for delivery set out in your order (“Delivery Location”) and the Products will be at your risk from that time.
6.3 If you fail to accept delivery of the Products, then, except where such failure or delay is caused by a Force Majeure Event or our failure to comply with our obligations under the Contract in respect of the Products:
(a) delivery of the Products shall be deemed to have been completed at 9.00 am on the next working day (a day not being a Saturday, Sunday or bank or public holiday in England) after the day on which the Products were made available; at the Delivery Location; and
(b) we may store the Products until actual delivery takes place and charge you for the related costs and expenses (including insurance).
6.4 If ten days after the day on which Products were made available at the Delivery Location you has not taken or accepted actual delivery of them, we may resell or otherwise dispose of part or all of the Products.
6.5 If we fail to deliver the Products, our liability is limited to the cost of obtaining replacement products of a similar description and quality in the cheapest market available, less the price of the Products. However, we will not be liable to the extent that any failure to deliver was caused by a Force Majeure Event, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of Products.
6.6 Without affecting our rights under clause 6.7, where your order is for more than one Product or type of Product, we may deliver the Products in 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.
6.7 We may deliver up to 5% more or less than the quantity of Products ordered. You shall not have the right to reject the Products or terminate the Contract or any other rights or remedies against us in connection with any such shortfall or excess in the quantity delivered.
6.8 Title to the Products will pass and you will own the Products once we have received payment in full for them and any applicable delivery charges.
7. NO INTERNATIONAL DELIVERY
7.1 We do not deliver to addresses outside the UK.
7.2 You may place an order for Products from outside the UK, but this order must be for delivery to an address in the UK.
8. PRICE OF PRODUCTS AND DELIVERY CHARGES
8.1 The prices of the Products will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the prices of Products are correct at the time when the relevant information was entered onto the system, but please see clause 8.5 for what happens if we discover an error in the price of Products you ordered.
8.2 Prices for our Products may change from time to time, but changes will not affect any order you have already placed.
8.3 Unless otherwise stated on our Site, the price of Products excludes VAT.
8.4 Our Site states if the price of a Product includes delivery charges. Where delivery charges are payable in addition to the price of the Product this and the amount of the delivery charge payable is made clear during the process of placing the order before you confirm your order.
8.5 We sell a large number of Products through our site. It is always possible that, despite our best efforts, some of the Products on our site may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will contact you to inform you of this error and give you the option of continuing to purchase the Products at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If an order is cancelled under the terms of this clause we will refund any sums you have paid.
9. HOW TO PAY
9.1 We accept the credit and debit cards and other methods of payment as set out from time to time on our Site.
9.2 Payment for the Products and all applicable delivery charges is in advance.
10. MANUFACTURER'S GUARANTEE
Some of the Products we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Products.
11. OUR WARRANTY FOR THE PRODUCTS
11.1 The Products are intended for use only in the UK. We do not warrant that the Products comply with the laws, regulations or standards outside the UK.
11.2 We provide a warranty that on delivery, the Products shall:
(a) subject to clause 4, conform in all material respects with their description; and
(b) be free from material defects in design, material and workmanship.
11.3 Subject to clause 11.4, if:
(a) you give us notice in writing within a reasonable time of discovery that some or all of the Products do not comply with the warranty set out in clause 11.2;
(b) we are given a reasonable opportunity of examining the Products; and
(c) where we ask you to do so, you return the Products to us,
we will, at our option, repair or replace the defective Products, or refund the price of the defective Products in full.
11.4 We will not be liable for breach of the warranty set out in clause 11.2 if:
(a) you make any further use of the Products after giving notice to us under clause 11.3;
(b) the defect arises as a result of us following any drawing, design or specification supplied by you;
(c) you alter or repair the Products without our written consent;
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
(e) the Products differ from their description or specification as a result of changes made to ensure they comply with applicable legal or regulatory requirement.
11.5 We will only be liable to you for the Products' failure to comply with the warranty set out in clause 11.2 to the extent set out in this clause 11.
11.6 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
11.7 These Terms also apply to any repaired or replacement Products supplied by us toyou.
12. OUR LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
12.1 References to liability in this 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 Nothing in these Terms limits or excludes our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Products Act 1979 (title and quiet possession); or
(d) any other liability that cannot be limited or excluded by law.
12.3 Subject to clause 12.2, we will under no circumstances be liable to you for:
(a) any loss of profits, sales, business, or revenue; or
(b) loss of business opportunity; or
(c) loss of anticipated savings; or
(d) any indirect or consequential loss.
12.4 Subject to clause 12.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed 300% of the price of the Products.
12.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.
13. FORCE MAJEURE EVENTS
13.1 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 act or event beyond our reasonable control (“Force Majeure Event”).
13.2 If an Force Majeure Event takes place that affects the performance of our obligations under the Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) 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 Products to you, we will arrange a new delivery date with you after the Force Majeure Event is over.
13.3 You may cancel a Contract affected by an Force Majeure Event which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, we will refund the price you have paid, including any delivery charges in respect of any Products you have ordered and not received under the cancelled Contract.
14. COMMUNICATIONS BETWEEN US
14.1 When we refer to "in writing" in these Terms, this includes email.
14.2 Any notice or other communication given by either of us to the other under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or email.
14.3 A notice or other communication is deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the third working day after posting; or
(c) if sent by email, at 9.00 am the next working day after transmission.
14.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
14.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
15.1 We may assign or transfer our rights and obligations under the Contract to another entity. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
15.2 Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
15.3 If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
15.4 Each provision of these Terms operates separately. If any court or relevant authority decides that any provision in the Terms is unlawful or unenforceable, the remaining provisions will remain in full force and effect.
15.5 The Contract is between you and us. No other person has any rights to enforce any of its terms.
15.6 This Contract is governed by English law and each of us irrevocably agrees to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.