Terms and Conditions of Sale
In these Conditions the following definitions apply:
Conditions means the terms and conditions set out in this document;
Contract means the legally-binding agreement between us and you for the sale and purchase of Goods and Services which incorporates these Conditions;
Delivery Location means the address for delivery of the Goods as set out in the Order (if not collected from our address);
Goods means the goods set out in an Order;
Order means your order for the Goods and Services from us, however it may have been communicated;
Services means the advice and/or work (eg installation) we will provide to meet your requirements. The precise Services we will be providing to you will be stated in the quotation provided by us and/or as we agree from time to time. Alternatively, or in addition, we may mutually agree that we provide our Services on the basis of a rate per hour related to the qualification-level of the GlenFarrow staff involved and the time taken to do the work and the cost of Goods supplied.
Value Added Tax or VAT means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods;
We, us or our means Glen Farrow UK Ltd, Glendum Close, Pinchbeck, Spalding, Lincolnshire, PE11 3DQ.
in writing includes email and any other means of electronic communication
2 Application of these Conditions
2.1 Any quotation provided by us for the provision of Goods and Services prior to you submitting an Order:
2.1.1. is for information purposes only. It is not a binding offer by us to supply Goods and Services on the terms of the quotation and these Conditions; and
2.1.2. will be valid for 28 days only from the date of issue, unless a longer period is specified in the quotation.
2.2 When you place an Order to purchase Goods and Services from us, you make a binding offer to purchase those Goods and Services in accordance with these Conditions.
2.3 We reserve the right at all times to reject any Order, in whole or in part, at our sole discretion.
2.4 We will not accept any variation to these Conditions, an Order or quotation from us unless the variation is expressly agreed by us in writing.
3.1 The price for the Goods will be as set out in the Order or in default of such provision will be calculated in accordance with our standard scale of charges in force on the date of your Order as set out on our website/as notified to you.
3.2 The price:
3.2.1 unless otherwise stated, does not include packaging and delivery, which will be charged in addition, and
3.2.2 unless otherwise stated, excludes Value Added Tax.
3.3 The price for the Services may be set out in the Order or it may be determined as set out in the definition of Services as above
4.1 Unless otherwise agreed, you must pay for the Goods included in your Order by submitting cash or your credit/debit card details with your Order. We will deduct payment for the Goods set out in our acceptance notice of your Order/notice of despatch of the Goods.
4.2 VAT will be charged by us and paid by you at the then applicable rate.
4.3 If you fail to make payment by the date or time we and you agree we may charge you interest at the rate of 2% per month on any outstanding amounts if those outstanding amounts remain unpaid for more than 28 days from the time of our invoice or when we asked you first to pay them.
5.1 If the Goods have been ordered for delivery to an agreed Delivery Location, we will endeavour to deliver the Goods to the Delivery Location on the date[s] specified in the Order.
5.2 We will deliver Goods to you within 30 days of our acceptance of your Order, unless exceptional circumstances or events beyond our reasonable control prevent us doing so.
5.3 We may deliver the Goods in instalments.
5.4 Where you or your addressee at the Delivery Location fails to take delivery of the Goods, we shall be entitled to charge our additional, reasonable costs of redelivering the Goods if you request redelivery.
5.5 If we accept an Order for delivery to a Delivery Location outside of the UK, you may be subject to import duties or other taxes in addition to VAT. These import duties or other taxes are outside our control and must be borne by you.
5.6.1 We will start providing the Services to you on a date agreed between us. Occasionally the Services will be provided at some other date or time dependent on a number of factors. Unless we agree otherwise we will provide
the Services on normal working days and start work no earlier than 8am and finish no later than 5pm. A normal working day for us means Mondays to Fridays excluding any Bank or other National Holidays.
5.6.2 The performance of some of the Services may take place away from the Delivery Location or when you are not present.
6 Title and risk
6.1 Risk in the Goods will pass to you on delivery. We will not be liable for any loss or destruction of the Goods occurring after they are delivered to you.
6.2 Ownership to the Goods will pass to you once we have received payment in full for the Goods and any Services provided.
6.3 Until ownership of the Goods has passed to you, you will:
6.3.1 take all reasonable care of the Goods and keep them in reasonable condition;
6.3.2 insure the Goods: (i) with a reputable insurer; (ii) from the date of delivery; (iii) against all risks; and (iv) for an amount at least equal to the Price;
6.3.3 not remove or alter any mark on or packaging of the Goods;
6.3.4 provide us with such information concerning the Goods as we may reasonably request from time to time.
6.4 If, at any time before ownership to the Goods has passed to you, you inform us or we reasonably believe, that you are or are likely to become subject to any bankruptcy or similar proceedings, we may:
6.4.1 require you at your expense to return the Goods to us; and
6.4.2 if you fail to do so promptly, enter any premises where the Goods are stored and repossess them.
7 Cancellation rights
7.1 You may cancel any Order at any time in writing to us up to the end of the fifth business day from the date of delivery of the Goods, other than Goods which are:
7.1.1 made to your specifications or are clearly personalised;
7.1.2 by reason of their nature unable to be returned or are liable to deteriorate or expire rapidly;
7.1.3 not carried in stock by us and have to be ordered especially from our supplier
7.1.4 ordered with a deposit being paid. In that case, we may deduct a reasonable amount from the deposit for any work carried out and/or Goods ordered
7.2 If in accordance with condition 7.1 you cancel an Order after delivery of the relevant Goods and/or Services, you must send the Goods back to us at your own cost and expense. You must take reasonable care of the Goods. You remain liable for the Goods, including for their accidental loss or destruction, until delivery of the Goods back to us.
7.3 Upon receipt of cancellation of your Order, or receipt of the Goods if cancellation is after delivery of the Goods, we shall reimburse you any sums paid by you for the Goods and/or Services, less our reasonable direct costs of supplying the Services (if any) and recovering the Goods if you fail to pay the costs of sending the Goods back
to us, subject to your taking reasonable care of the Goods until delivery of them back to us.
7.4 If your Order has not been given at a face-to-face meeting, you would generally have the right to cancel that Order without any cost to you within fourteen working days of the Order being received by us. You would cancel the Order by either delivering or posting a note to us cancelling your Order or by sending it by fax or email. You may not however cancel the Order once we have, with your permission, started to do the work on your behalf. By your continuing instructions, you are agreeing, that to avoid any delay in the transaction, we may start work on your behalf straight away and we do not have to wait for the cancellation period to expire. You are also agreeing that the thirty day period provided for by the Consumer Contracts Regulations 2013 does not apply.
8.1 We may supply you with goods that are substantially the same or similar to Goods described in an Order, if we are unable to supply you with goods that are an exact match to the description of Goods set out in your Order.
8.2 Where we supply substitute goods under condition 8.1, you have no obligation to accept them. We shall meet your reasonable costs of returning any substitute goods.
9.1 We warrant that upon delivery and for a reasonable period after delivery, which we consider will be for a period of 12 months from delivery (or longer if the manufacturer of the Goods, which may be us, offers it and we have confirmed in writing to you the longer warranty period), the Goods will:
9.1.1 conform in all material respects to our description of them;
9.1.2 be free from material defects in design, material and workmanship;
9.1.3 be of satisfactory quality; and
9.1.4 be fit for the purpose we have stated.
9.2 We will, at our option when it is reasonable to do so, repair, replace or refund the price of defective Goods, provided that and subject to condition 10
9.2.1 you inform us promptly on discovery that some or all of the Goods do not comply with condition 9.1;
9.2.2 you give us a reasonable opportunity to examine the defective Goods;
9.2.3 you return the defective Goods to us at our expense.
9.3 These Conditions will apply to any Goods repaired or replaced under condition 9.2.
9.4 We will not be liable for any failure of the Goods to comply with condition 9.1 where that failure is reasonably the result of your use of the Goods:
9.4.1 in the normal course of use of the Goods or as a result of wilful damage or your negligence;
9.4.2 to the extent caused by your failure to comply with our or the Goods’ manufacturer’s reasonable instructions supplied or included with the Goods as to storage, installation, commissioning, use or maintenance of the Goods;
9.4.3 where you repair or alter any Goods without our prior written agreement; or
9.4.4 where you use any of the Goods after notifying us that it does not comply with condition 9.1.
10.1 Nothing in these Conditions is intended to exclude our liability where consumer protection legislation or contract law prevents us from doing so, including:
10.1.1 for death or personal injury caused by our negligence; or
10.1.2 for breach of the terms implied by section 12 of the Sale of Goods Act
1979 and by section 2 of the Supply of Goods and Services Act 1982;
10.1.3 for defective products under the Consumer Protection Act 1987; or
10.1.4 for fraud or fraudulent misrepresentation.
10.2 We will be liable to you for the reasonable and foreseeable losses you may suffer or incur as a result of our breach of these Conditions. These losses will be limited to the price for the Goods and Services concerned per incident or series of related incidents caused by the failure or substandard performance of any Goods or Services.
11 Third party intellectual property rights
11.1 We will defend or, at our reasonable option, settle any action brought against you arising from any claim that the use of the Goods by you in accordance with the Contract infringes any third party intellectual property right (a Claim), and indemnify you against all reasonable costs and expenses incurred by you in connection with any Claim.
11.2 Our obligations under condition 11.1 will not apply to Goods modified or used by you other than in accordance with these Conditions.
11.3 You will:
11.3.1 promptly advise us of any Claim;
11.3.2 making no admission as to, or settlement or compromise of any Claim without our prior written consent;
11.3.3 giving us sole conduct of any defence and any settlement negotiations, and
11.3.4 co-operating fully with us and provide us with all reasonable assistance in the defence or settlement of any Claim.
11.4 Your reasonable costs of compliance with conditions 11.3.3 and 11.3.4 will be paid by us.
12.1 Either you or we may terminate the Contract at any time on written notice to the other if that other:
12.1.1 commits a material breach, or series of breaches resulting in a material breach, of the Contract and such breach is not remediable or is not remedied within 15 days of written notice to do so;
12.1.2 is subject to an exceptional event beyond its reasonable control notified to the other party promptly upon its occurrence that renders the party giving notice of the event unable to perform its obligations under the Contract for period of more than 60 days.
12.2 On termination of the Contract for any reason:
12.2.1 you will pay all outstanding sums set out in our invoices and not disputed in good faith;
12.2.2 we will within 15 business days, invoice you for all Goods and Services delivered or provided but not yet invoiced and you will pay such invoice within a further 15 business days (unless the invoice is disputed in good faith);
12.2.3 you will within 5 business days return any of our Goods or other materials then in your possession or control; if you fail to do so, we may enter onto any premises owned by or under your control and take possession of them;
12.2.4 the accrued rights and liabilities of you and us will not be affected; and
12.2.5 any condition which expressly or by implication is to survive termination will do so.
13. Things you will need to do
13.1 If we are performing the Services at your premises then you should:
13.1.1 make the areas where the Services are to be performed ready;
13.1.2 remove any items which will stop or hinder in the performance of the Services;
13.1.3 protect your items or possessions from the effects of us performing the Services; and
13.1.4 allow us to gain access to the premises at the dates and times we and you have agreed we will perform the Services or when the Goods will be delivered.
13.2 You will obtain all necessary consents, permissions and approvals before we start performing the Services.
13.3 You will make available domestic facilities at the Premises as we reasonably require.
14. Some restrictions and assumptions
14.1 We will assume that all information, measurements and facts (‘Measurements’) that you provide are accurate and true. We will not accept liability for any loss or damage caused where we reasonably perform our Services in reliance on these. We will be responsible for any Measurements we make or provide.
14.2 Any assumptions set out in any quotation will apply to the Contract.
Unless stated otherwise, time is not of the essence of any date or period specified in these Conditions.
Notices under this Agreement will be in writing and sent to the persons and addresses set out in the Order. They may be given, and will be deemed received:
15.2.1 by first-class post: two Business Days after posting;
15.2.2 by airmail: seven Business Days after posting;
15.2.3 by hand: on delivery;
15.2.4 by facsimile: on receipt of a successful transmission report from the correct number, and
15.2.5 by email: on receipt of a delivery or read receipt mail from the correct address.
No delay, act or omission by either you or us in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
15.4 Rights of Third Parties
This Contract is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
The terms of these Conditions prevail over those of the Order or Schedule (if any).
15.6 Entire Agreement
The Contract constitutes the entire agreement between you and us in relation to its subject matter. No other terms apply.
This Contract will bind and benefit each of your or our successors and personal representatives.
15.8 Data Protection
15.9 Governing Law & Jurisdiction
15.9.1 This Contract will be governed by the law of England and Wales.
15.9.2 Disputes will be submitted to the exclusive jurisdiction of the courts of England and Wales.