Supplyur Terms and Conditions of Sale
1. General Terms of Business
1.1 You must not transfer any Contract made with us under these Terms, without written authority from us, as it is personal to you. This authority will not be refused without acceptable reason.
1.2 If any part of these terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the Terms and shall not affect the validity and enforceability of any of the remaining provisions of the Terms.
1.3 No waiver by us shall be construed as a waiver of any proceeding or succeeding breach of any provision.
a. All communications between the parties about the Contract shall be in writing and delivered by e-mail or by hand or sent by pre-paid first class post to the registered office or such changed address as shall be informed to by the party; or (in any other case) to any address of yours set out in any document which forms part of the Contract or such other address as shall be notified to us by you.
b. Communications shall be deemed to have been received:
i. If sent by pre-paid first class post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting; or
ii. If delivered by hand, on the day of delivery;
iii. If by email on a working day prior to 4.00pm, at the time of communication and otherwise on the next working day.
1.5 No third party shall be allowed to enforce any rights under this Contract. We hereby exclude the application of the Contracts (rights of Third Parties) Act 1999 to each and every Contract made under these terms.
1.6 The Buyer and Supplyur will comply with their respective obligations under the Data Protection Act 1998 and any data protection, privacy or similar laws that apply to any personal data processed in connection with the Contract. The customer and Supplyur will provide such help and co-operation as is reasonably necessary or requested by the other to enable compliance with this clause.
1.7 The registered office for Supplyur is Park View Business Centre, Combermere, Whitchurch, Shropshire, SY13 4AL; a company registered in England with company number 10929241.
1.8 These terms represent the entire understanding relating to the use of the website overrule all other statements, representations or warranties (whether written, made by e-mail or oral) made by us. Nothing in these terms should affect the liability of either party in respect of any misinterpretation, warranty or condition that it makes fraudulently. Any right not expressly granted in these terms are reserved by us.
2.1 When you place an order for Goods, this will be regarded as an offer by you to purchase the Goods subject to these terms and we shall not be obliged to accept your offer at our discretion.
2.2 On receipt of your order, we will send you an order acknowledgement, this is not an order acceptance or confirmation from us.
2.3 Once we have accepted your offer, we will create a Contract with you by sending to you an order confirmation once we have confirmed availability of the Goods, verified your credit or debit card or payment details as necessary. We reserve the right to obtain validation of your payment details before providing you with any Goods.
2.4 Unless there is an unacceptable discrepancy between the Goods that you ordered and those outlined in the order confirmation, the order confirmation will be binding on you. If you become aware of any such discrepancy, you should notify us, as soon as you become aware and in any event prior to the dispatch and delivery of the Goods.
2.5 If the Goods ordered by you are no longer available, we reserve the right to offer alternative Goods of equal or superior quality. Any such charges will be detailed in the order confirmation. In such cases, if you do not wish to accept the alternative Goods offered, you may cancel the order and require the refund of any money paid to us in respect of that order, including delivery charges. This shall be your sole remedy.
2.6 Every effort will be made to supply the Goods as shown on the website, but we reserve the right to supply the Goods subject to minor variations in the specifications and actual dimensions where these have been changed by the manufacturer. Any such minor variation will not give you the right to cancel or rescind any order or Contract made with us.
2.7 In the event that an order is listed or quoted at an incorrect price due to an error, we will notify you within 14 days or an order confirmation of the correct price by e-mail or telephone. Either us or you may then cancel the part(s) of the order relating to the incorrectly priced Goods (including those Goods which can be reasonably linked to the incorrectly prices Goods) or you may purchase the incorrectly priced product(s) at the correct price. If you confirm you want to purchase the Goods at the correct price we will then arrange delivery of the product to you. If payment has been taken for the order and you cancel your order we will, on return of the product (if the product has been sent out) issue a refund. If only part of the order are misprices it will affect the order in relation to any Goods which were priced correctly.
2.8 When you place an order, you are undertaking to us that; all details you provide to us for the purpose of purchasing the Goods are correct; you have authority to bind any business on whose behalf you use our site to purchase Goods; and the credit or debit card you use to make a purchase from us is your own card, that you are authorised to use it and that there are sufficient funds or credit facilities to cover the cost of any Goods you order from us.
2.9 Cancellation of orders. Other than in accordance with clause 2.4, we do not accept cancellation of orders by business customers once an order confirmation has been sent, due to many orders being dispatched on the same day once the order is placed. We cannot accept cancellation of an order for bespoke Goods which have been produced for your specific requirements.
2.10 Goods are not tested or sold as being fit for any particular application under specific conditions, unless expressly agreed in writing.
2.11 You accept that any Goods purchased which are listed as grade A, grade B, ex-display Goods or used stock (meaning they may have slight cosmetic defects, be a factory refurbished item or may have previously been sent out and sent back as an unwanted item) have a warranty of 30 days with ourselves. Where Goods are grade A, grade B, ex-display or used stock it will be noted in the Goods information, or Goods title on the site.
2.12 Trade sales customers must notify the Seller by phone if a problem is identified and in writing by email within 24 hours of delivery. Notification outside this time will not be credited or replaced.
2.13 The Buyer shall not represent itself as an agent of the Seller for any purpose, nor pledge the Sellers credit or give any condition or warrant or make any representation on the Sellers behalf or commit the Seller to any Contracts.
3.1 The Goods will be delivered to the address you have provided when the order has been placed. We do, however, reserve the right not to make deliveries outside of the United Kingdom Mainland..
3.2 Delivery dates quotes are an approximate only, and the time of delivery is not of the essence. We are not liable for any delivery delay for your order that is caused by a force majeure event or the failure of yourself in not providing sufficient delivery instructions or any other instructions that are relevant to the supply of the Goods.
3.3 Once the Goods are signed for at the delivery address designated at the time of your order, the risk in the product passes to you. Upon delivery if the Goods do not appear in a satisfactory condition, please refuse the delivery. If you are unable to check the contents of your delivery at the point of delivery then please sign for the parcel as ‘UNCHECKED’. Failure to do so may affect any warranty or other claims that you make thenceforth.
3.5 If we are unable to deliver the Goods to you on the date requested by you, we will contact you via e-mail or telephone as soon as possible, after the order acknowledgement and will, set an alternative date or period, in consultation with you. We shall not be liable to you for any damage or loss you incur as a result of delay in delivery.
3.6 If you fail to accept delivery of the Goods and without prejudice to any other rights and remedies available to us, we may store the Goods until delivery takes place, and charge you for all related costs and expenses (including insurance) and after a period of 21 working days resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs (including, without limitation, insurance), account to you for any excess over the price of the Goods or charge you for any shortfall below the price of the Goods.
3.7 The quantity of any consignment of Goods as recorded by us upon despatch shall be conclusive evidence of the quantity received by you on delivery unless you can provide conclusive evidence proving the contrary.
3.8 We shall not be liable for any non-delivery of Goods (even if caused by our negligence) unless you give written notice to us of the non-delivery within 2 working days of the date when the Goods would in the ordinary course of events have been received.
3.9 Our liability for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rate Contract rate against any invoice raised for such Goods.
4.1 Risk in the Goods shall pass to you in accordance with condition 3.3.
4.2 Title to the Goods shall not pass to you until the later of the following:
a. We have received payment in full (in cash or cleared funds) for the Goods and all other sums which are or which become due to us for sales of the Goods or any other Goods to you; or
b. completion of delivery by our carrier.
4.3 Until title of the Goods have passed to you, you shall:
a. hold the Goods on a fiduciary basis as our Bailee;
b. store the Goods separately from all other Goods held by you so they remain 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 satisfactory condition and keep them insured against all risks for their full price from the date the risk passes to you in accordance with clause 3.3.
e. give us such information relating to the Goods as we may require from time to time, but you may resell or use the Goods in the ordinary course of your business.
4.4 The Buyer’s right to possession of the Goods shall terminate immediately if
a. the Buyer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise take the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent liquidation for purpose only of reconstruction, or
b. the Buyer suffers or allows any execution, whether equitable or legal, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other Contract between the Seller and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade, or
c. the Buyer encumbers or in any way charges any Goods, or
d. there occurs any events similar to any of the foregoing under the laws of any jurisdiction, irrespective of whether such occurrences are voluntary or involuntary, or whether they are by operation of law or otherwise.
4.5 The Buyer grants or shall use best endeavours to procure for the Seller, its agents and employees an irrevocable licence at any time to enter any premises where Goods are or may be stored in order to inspect them or, where the Buyers right to possession has terminated, to recover them. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any Goods which remain the property of the Seller but if the Buyer does so, all monies owing by the Buyer to the Seller shall, without prejudice to any other right or remedy available to the Seller, forthwith become due and payable.
5. Returns and Warranty
5.1 Where we are not the manufacturer of the Goods, we will endeavour to transfer to you the benefit of any warranty or guarantee given to us in relation to the Goods.
5.2 Subject to 2.11, we warrant on delivery and for a period of 14 days from the date of delivery (warranty period), the Goods shall:
a. conform in all material respects with their description;
b. be reasonably fit for purpose; and
c. be reasonably fit for any particular purpose for which the Goods are being bought if you have made known that purpose to us in writing and we have confirmed in writing that the Goods are fit for use for that purpose.
5.3 Subject to condition 5.4 if:
a. you give notice in writing to us as soon as possible following (but in any event no later than 48 hours after) discovery that some or all of the Goods do not comply with the warranty set out in condition 5.1; and
b. we are given a reasonable opportunity of examining such Goods; and
c. you make available such Goods for collection by us or our nominated representative or (if asked to do so by us) return such Goods to our place of business at our cost using our nominated carrier,
d. we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.4 We shall not be liable for Goods failure to comply with the warranty set out in condition 5.1 if:
a. you make any further use of such Goods after giving notice in accordance with condition 5.3; or
b. the defect arises because of a failure to follow the oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice; or
c. the defect arises as a result of us following a specification supplied by you; or
d. you alter or repair such Goods without our written consent; or
e. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.
5.5. You will not have any right to cancel a Contract for the supply of any of the following Goods:
a. computer software which has been unsealed; and
b. consumable Goods except where a fault has been discovered that could not have been identified without unsealing the Goods.
c. no cancellation will be effective unless and until accepted by the Seller in writing. No Purchase Order may be cancelled by the Buyer after the Goods have been ordered by the Seller unless the Buyer indemnifies the Seller in full against all loss (including without limitation loss of profit), costs (including without limitation the cost of all labour and materials used), damaged, charges and expenses incurred by or on behalf of the Seller as a result of cancellation.
5.6 Except as provided in this condition 5 we shall have no liability to you in respect of the Goods’ failure to comply with the warranty set out in condition 5.1.
5.7 For the avoidance of doubt, we have no liability in respect to any consequential losses.
5.8 Except as set out in these terms, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
5.9 Grade A, Grade B, ex display Goods or used goods are highlighted as being such on our website at the time you place your order. For such Goods the warranty and condition 5.1 shall be limited to 90 days.
5.10 You must check the Goods on delivery and notify us promptly of any problems or issues and in any event within 2 working days of delivery by email, phone or post if you have a trade account or, otherwise, via the contact section on the website and return the Goods to us within 5 working days of such notification from you by following our returns procedure. Please note that risk of the Goods in transit rests with you by virtue of condition 3.3.
5.11 Please note that any Goods returned to us which you claim to be defective will checked and verified by our technicians. Any returned Goods that are not found to be defective will be returned to you and we may charge you for the returned transport costs via your original payment method or hold the Goods until full payment has been received by us for the return transport costs.
5.12 Any Goods that you return to us are returned at your own risk, therefore you should take reasonable care that any Goods to be returned are fully insured, correctly addressed and adequately packed and, if it is agreed by us that you are returning them yourself rather than using our returns collection service, carried by a reputable carrier.
5.13 For Goods to be exchanged/replaced, any additional payments required will be taken from you using the same payment method as for the original purchase made by you. Replacement Goods will not be despatched until such payment has been received.
5.14 Any refunds given under this Contract will only be made to the account(s) from which payment for the Goods was received.
5.15 Where we agree to accept unwanted Goods back from you we reserve the right to charge you a re-stocking fee of 20% or higher of the Goods sale price which you agree to pay upon re-stocking. Any such returned Goods must be unopened and in a full resalable condition and if they are not or you have not paid the re-stocking fee we may refuse to accept the Goods back. You have 5 working days in which to return the unwanted Goods.
5.16 No non-faulty returns will be accepted for electronic software downloads unless you inform us within 5 days of receipt of the item and it can be proven that the license key has not been viewed. For faulty Goods, returns will only be accepted if the product itself is deemed to be defective by the manufacturer in accordance with the End-User License Agreement or it can be proven that the License Key has not been exposed. Supplyur will replace any damaged or non-conforming Software Product Key upon receipt of the manufacturer’s confirmation that the item is faulty.
6. Export Terms
6.1 Supplyur do not sell Goods for exports outside the United Kingdom, unless agreed by Buyer and Seller in writing.
7. Our liability
7.1 Nothing in these terms excludes or limits 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 Goods Act 1979 (title and quiet possession).
d. breach of the terms implied by section 2 of the supply of Goods and Services Act 1982 (title and quiet possession); or
e. defective Goods under the Consumer Protection Act 1987.
7.2 Subject to clause 6.1, we will under no circumstances whatever be liable to you, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
a. any loss of profits, sales, business, or revenue;
b. loss or corruption of data, information or software;
c. loss of anticipated savings;
d. loss of goodwill; or
e. any indirect or consequential loss, even if the loss was reasonably foreseeable or if the customer had advised the Seller of the possibility of such loss.
7.3 Subject to clause 6.1, our total liability to you in respect of all losses arising under or in connection with the Contract, whether in Contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract price for the relevant order.
7.4 Except as expressly stated in these terms, we do not give any representation, or undertaking in relation to the Goods. Any representation, condition or which might be implied or incorporated into these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
8.1 Images which appear on product listings are for illustrative purposes only and may differ from the actual product you receive.
9. Intellectual Property
9.1 All copyright, trademarks and other intellectual property belong to us. All website, design, text and graphics belong to us.
9.2 You are not permitted to use the website in any way that may infringe the intellectual property rights contained in the website. This mean that you may not adapt, publish, upload, reproduce, extract, post, alter, store, redistribute, reutilise, retransmit or broadcast, all or any of the contents of the website including but not limited to any trademarks or copyrighted material without our expressed permission. You are, however, permitted to download and print out pages from the website or from any e-mail for the lone purpose of viewing for your own reference.
10.1 If any term of the Contract is held invalid, illegal or unenforceable by any court of competent jurisdiction, it will be severed and the remaining terms will continue in full force as if the Contract had been made without the invalid, illegal or unenforceable terms.
11. Force Majeure
11.1 We shall not be liable to you or deemed to be in breach of Contract by reason of any delay in performing or any failure to perform any of our obligations in respect of the Goods, if the delay or failure was due to any cause beyond our reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond our reasonable control: act of God, explosion, flood, tempest, fire or accident; war, threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes of a third party; difficulty in obtaining materials, labour or machinery; and power failure or breakdown in machinery.
.2 If we are unable to provide you with your Goods within a reasonable time due to circumstances outside our control, we shall either agree a new timescale with you for the delivery of the Goods or either of us decide to terminate the order in which case we will return any prepayments that you have made in full.
12. Law and Jurisdiction
12.1 The terms is governed by the law of England and Wales and is subject to the non-exclusive jurisdiction of the English Courts.
13.1 In these conditions
a. “Buyer” means the person, firm or company whose details are set out on the account application form and who is accepted by the Seller to purchase Goods from it.
b. “Seller” means Supplyur registered in England and Wales under company number 10929241 and whose registered office is 11-15 Lancaster Fields, Crewe, CW1 6FF.
c. “Contract” means any Contract between the Seller and the Buyer as described in the Seller’s terms and conditions.
d. “Goods” means the good, including any instalment of the Goods or any part of them, to be supplied to the Buyer by the Seller pursuant to the Contract.
e. “Purchase Order” means the Buyers order for the Goods which shall include any order that is placed online by the Buyer.
14.1 E-mail – email@example.com
14.2 Telephone – 01948 661620
14.3 Post – Supplyur, 11-15 Lancaster Fields, Crewe, CW1 6FF