Terms & Conditions for Sale of Goods

STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS

 

  1. Application of Terms and Conditions
    • The Seller shall sell and the Buyer shall purchase the Goods in accordance with any quotation or offer of the Seller which is accepted by the Buyer, or any order of the Buyer which is accepted by the Seller; and
    • These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted by the Seller, or any such order is made or purported to be made, by the Buyer.

 

  1. Interpretation
    • In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

 

“Business Day”

means any day other than a Saturday, Sunday or bank holiday;

“Buyer”

means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

“Contract”

means the contract for the purchase and sale of the Goods which shall incorporate, and be subject to, these Terms and Conditions

“Contract Price”

means the price stated in the Contract payable for the Goods;

“Delivery Date”

means the date on which the Goods are to be delivered as stipulated in the Buyer’s order and accepted by the Seller, as evidenced in the Contract;

“Goods”

means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with the Contract;

“Month”

means a calendar month; and

“Seller”

means Dyena Ltd, a company registered in England under 07940390 of OVIC Building, Ocean Way, Southampton, SO14 3JZ, UK. and includes all employees and agents of Dyena Ltd.

 

  • Unless the context otherwise requires, each reference in these Terms and Conditions to:
    • “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
    • a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
    • “these Terms and Conditions” is a reference to these Terms and Conditions and any Schedules as amended or supplemented at the relevant time;
    • a Schedule is a schedule to these Terms and Conditions; and
    • a Clause or paragraph is a reference to a Clause of these Terms and Conditions (other than the Schedules) or a paragraph of the relevant Schedule.
    • a “Party” or the “Parties” refer to the parties to these Terms and Conditions.
  • The headings used in these Terms and Conditions are for convenience only and shall have no effect upon the interpretation of these Terms and Conditions.
  • Words imparting the singular number shall include the plural and vice versa.
  • References to any gender shall include the other gender.

 

  1. Basis of Sale
    • The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
    • No variation to these Terms and Conditions, or to the Contract, shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
    • Sales literature, price lists and other documents issued by the Seller in relation to the Goods are subject to alteration without notice and do not constitute offers to sell the Goods which are capable of acceptance. No contract for the sale of the Goods shall be binding on the Seller unless the Seller has issued a quotation which is expressed to be an offer to sell the Goods or has accepted an order placed by the Buyer by whichever is the earlier of:
      • the Seller’s written acceptance;
      • delivery of the Goods; or
      • the Seller’s invoice.
    • Any typographical, clerical or other accidental errors or omissions in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.

 

  1. Orders and Specifications
    • No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by the Seller’s authorised representative.
    • The specification for the Goods shall be that set out in the Seller’s sales documentation unless varied expressly in the Buyer’s order (if such variation(s) is/are accepted by the Seller). The Goods will only be supplied in the minimum units thereof stated in the Seller’s price list or in multiples of those units.  Orders received for quantities other than these will be adjusted accordingly.
    • Illustrations, photographs or descriptions whether in catalogues, brochures, price lists or other documents issued by the Seller are intended as a guide only and shall not be binding on the Seller.
    • The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Buyer’s specification, which do not materially affect their quality or performance.
    • No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of the Seller on the terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of such cancellation.

 

  1. Price
    • The Contract Price of the Goods shall be the price listed in the Seller’s quotation current at the date of acceptance of the Buyer’s order or such other price as may be agreed in writing by the Seller and the Buyer.
    • Where the Seller has quoted a price for the Goods other than in accordance with the Seller’s published price list the price quoted shall be valid for one calendar month only or such time as the Seller may specify.
    • The Seller reserves the right, by giving written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which are requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
    • The Contract Price is exclusive of any applicable value added tax, excise, sales taxes or levies of a similar nature which are imposed or charged by any competent fiscal authority in respect of the Goods, which the Buyer shall be additionally liable to pay to the Seller.

 

  1. Payment
    • Subject to any special terms agreed in writing between the Buyer and the Seller, the Seller shall invoice the Buyer for the Contract Price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the Contract Price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
    • The Buyer shall pay the Contract Price of the Goods (less any discount or credit allowed by the Seller, but without any other deduction, credit or set off) within 14 Business Days of the date of the Seller’s invoice or otherwise in accordance with such credit terms as may have been agreed in writing between the Buyer and the Seller in respect of the Contract. Payment shall be made on the due date notwithstanding that delivery may not have taken place and/or that the property in the Goods has not passed to the Buyer.  The time for the payment of the Contract Price shall be of the essence of the Contract.  Receipts for payment will be issued only upon request.
    • All payments shall be made to the Seller as indicated on the form of acceptance or invoice issued by the Seller.
    • The Seller is not obliged to accept orders from any customer or buyer who has not supplied the Seller with references satisfactory to the Seller. If at any time the Seller is not satisfied as to the creditworthiness of the Buyer it may give notice in writing to the Buyer that no further credit will be allowed to the Buyer in which event no further goods will be delivered to the Buyer other than against cash payment and notwithstanding sub-Clause 6.2 of these Terms and Conditions, all amounts owing by the Buyer to the Seller shall be immediately payable in cash.

 

  1. Delivery
    • Delivery of the Goods shall be made by the Seller delivering the Goods to the place specified in the Buyer’s order and/or the Seller’s acceptance and/or the Contract as the location to which the Goods are to be delivered by the Seller or, if no place of delivery is so specified, by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection.
    • The Delivery Date is approximate only and time for delivery shall not be of the essence unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the Delivery Date upon giving reasonable notice to the Buyer.
    • Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Terms and Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
    • If the Buyer fails to take delivery of the Goods or any part of them on the Delivery Date and/or fails to provide any instructions, documents, licences, consents or authorisations required to enable the Goods to be delivered on that date, the Seller shall be entitled upon giving written notice to the Buyer to store or arrange for the storage of the Goods and then notwithstanding the provisions of sub-Clause 9.1, risk in the Goods shall pass to the Buyer, delivery shall be deemed to have taken place and the Buyer shall pay to the Seller all costs and expenses including storage and insurance charges arising from such failure.

 

 

  1. Inspection/Shortage
    • The Buyer is under a duty whenever possible to inspect the Goods on delivery or on collection as the case may be.
    • Where the Goods cannot be examined the carrier’s note or such other note as appropriate shall be marked “not examined”.
    • The Seller shall be under no liability for any damage or shortages that would be apparent on reasonable careful inspection if the provisions of this Clause 9 are not complied with and, in any event, will be under no liability if a written complaint is not delivered to the Seller within 7 Business Days of delivery detailing the alleged damage or shortage.
    • In all cases where defects or shortages are complained of the Seller shall be under no liability in respect thereof unless an opportunity to inspect the Goods is supplied to the Seller before any use is made thereof or any alteration or modification is made thereto by the Buyer.
    • Subject to sub-Clauses 9.3 and 9.4, the Seller shall make good any shortage in the Goods and where appropriate replace any Goods damaged in transit as soon as it is reasonable to do so, but otherwise shall be under no liability whatsoever arising from such shortage or damage.

 

 

  1. Risk and Retention of Title
    • Risk of damage to or loss of the Goods shall pass to the Buyer at:
      • in the case of Goods to be delivered at the Seller’s premises, the time when the Seller notifies the Buyer that the Goods are available for collection; or
      • in the case of Goods to be delivered otherwise than at the Seller’s premises, the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
    • Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Terms and Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.
    • Sub-Clause 9.2 notwithstanding, legal and beneficial title of the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the Contract Price of the Goods and any other goods supplied by the Seller and the Buyer has repaid all moneys owed to the Seller, regardless of how such indebtedness arose.
    • Until payment has been made to the Seller in accordance with these Terms and Conditions and the Contract and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Seller and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Seller and shall insure the Goods against all reasonable risks.
    • The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all money owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
    • The Seller reserves the right to repossess any Goods in which the Seller retains title without notice. The Buyer irrevocably authorises the Seller to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Seller retains title or inspecting the Goods to ensure compliance with the storage and identification requirements of sub-Clause 9.4.
    • The Buyer’s right to possession of the Goods in which the Seller maintains legal and beneficial title shall terminate if:
      • the Buyer commits or permits any material breach of his obligations under these Terms and Conditions;
      • the Buyer enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986, the Insolvent Partnerships Order 1994 (as amended), or any other scheme or arrangement is made with his creditors;
      • the Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
      • the Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer.

 

  1. Assignment
    • The Seller may assign the Contract or any part of it to any person, firm or company without the prior consent of the Buyer.
    • The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Seller.

 

  1. Defective Goods
    • If on delivery any of the Goods are defective in any material respect and either the Buyer lawfully refuses delivery of the defective Goods or, if they are signed for on delivery as “condition and contents unknown” the Buyer gives written notice of such defect to the Seller within 5 Business Days of such delivery, the Seller shall at its option:
      • replace the defective Goods within 14 Business Days of receiving the Buyer’s notice; or
      • refund to the Buyer the price for those Goods (or parts thereof, as appropriate) which are defective;

but the Seller shall have no further liability to the Buyer in respect thereof and the Buyer may not reject the Goods if delivery is not refused or notice given by the Buyer as set out above.

  • No Goods may be returned to the Seller without the prior agreement in writing of the Seller. Subject thereto any Goods returned which the Seller is satisfied were supplied subject to defects of quality or condition which would not be apparent on inspection shall either be replaced free of charge or, at the Seller’s sole discretion the Seller shall refund or credit to the Buyer the price of such defective Goods but the Seller shall have no further liability to the Buyer.
  • The Seller shall be under no liability in respect of any defect arising from fair wear and tear, or any wilful damage, negligence, subjection to normal conditions, failure to follow the Seller’s instructions (whether given orally or in writing), misuse or alteration of the Goods without the Seller’s prior approval, or any other act or omission on the part of the Buyer, its employees or agents or any third party.
  • Subject as expressly provided in these Terms and Conditions, and except where the Goods are sold under a consumer sale, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
  • Except in respect of death or personal injury caused by the Seller’s negligence, or as expressly provided in these Terms and Conditions, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, or under the express terms of the Contract, for any direct or consequential loss or damage sustained by the Buyer (including without limitation loss of profit or indirect or special loss), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its servants or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer.
  • The Buyer shall be responsible for ensuring that, except to the extent that instructions as to the use or sale of the Goods are contained in the packaging or labelling of the Goods, any use or sale of the Goods by the Buyer is in compliance with all applicable statutory requirements and that handling and sale of the Goods by the Buyer is carried out in accordance with directions given by the Seller or any competent governmental or regulatory authority and the Buyer will indemnify the Seller against any liability loss or damage which the Seller might suffer as a result of the Buyer’s failure to comply with this condition.

 

  1. Buyer’s Default
    • If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:
      • cancel the order or suspend any further deliveries to the Buyer;
      • appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
      • charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 8% per annum above Bank Of England base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
    • This condition applies if:
      • the Buyer fails to perform or observe any of its obligations hereunder or is otherwise in breach of the Contract;
      • the Buyer becomes subject to an administration order or enters into a voluntary arrangement under Parts I or VIII of the Insolvency Act 1986 or the Insolvent Partnerships Order 1994 (as amended) or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation;
      • an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer;
      • the Buyer ceases, or threatens to cease, to carry on business; or
      • the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
    • If sub-Clause 13.2 applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

 

  1. Limitation of Liability
    • Subject to the provisions of Clauses 7, 8 and 11 the following provisions set out the entire financial liability of the Seller (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
      • any breach of these Terms and Conditions or the Contract;
      • any use made (including but not limited to modifications) or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
      • any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
    • All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
    • Nothing in these Terms and Conditions excludes or limits the liability of the Seller:
      • for death or personal injury caused by the Seller’s negligence;
      • for any matter which it would be illegal for the Seller to exclude or attempt to exclude its liability; or
      • for fraud or fraudulent misrepresentation.
    • Subject to sub-Clauses 13.2 and 13.3:
      • the Seller’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract Price; and
      • the Seller shall not be liable to the Buyer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

 

  1. Confidentiality, Publications and Endorsements
    • The Buyer will regard as confidential the contract and all information obtained by the Buyer relating to the business and/or products of the Seller and will not use or disclose to any third party such information without the Seller’s prior written consent provided that this undertaking shall not apply to information which is in the public domain other than by reason of the Buyer’s default.
    • The Buyer will not use, authorise or permit any other person to use any name, trademark, house mark, emblem or symbol which the Seller is licensed to use or which is owned by the Seller upon any premises, note paper, visiting cards, advertisement or other printed matter or in any other manner whatsoever unless such use shall have been previously authorised in writing by the Seller and (where appropriate) its licensor.
    • The Buyer will use all reasonable endeavours to ensure compliance with this Clause 14 by its employees, servants and agents.
    • The provisions of this Clause 15 shall survive the termination of the Contract.

 

  1. Communications
    • All notices under these Terms and Conditions and under the Contract shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
    • Notices shall be deemed to have been duly given:
      • when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
      • when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
      • on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
      • on the tenth business day following mailing, if mailed by airmail, postage prepaid.
    • All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

 

  1. Force Majeure

Neither Party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party.  Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

 

  1. Waiver

The Parties agree that no failure by either Party to enforce the performance of any provision in these Terms and Conditions or under the Contract shall constitute a waiver of the right to subsequently enforce that provision or any other provision.  Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

 

  1. Severance

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions or the Contract are found to be unlawful, invalid or otherwise unenforceable, that / those provisions shall be deemed severed from the remainder of these Terms and Conditions (and, by extension, the Contract).  The remainder of these and the Contract shall be valid and enforceable.

 

  1. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

  1. Law and Jurisdiction
    • These Terms and Conditions and the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
    • Any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.

 

 

The Website is owned and operated by Dyena Ltd (‘we’/’us’/’our’), a limited company registered in England and Wales under company number: 07940390 having our registered office at 115 South Western House Southampton SO14 3AL.

The term ‘you’ refers to the user or viewer of our Website.

By browsing on or using the Website you are agreeing to comply with and be bound by these terms and conditions which, together with our privacy policy, governs our relationship with you regarding the use of our Website.

  1. ACCESS
    • You will be able to access parts of the Website without having to register any details with us. However, from time to time certain areas of this Website may be accessible only if you are a registered user.
    • You are responsible for making all arrangements necessary for you to have access to our Website. You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these terms, and that they comply with them.
    • We make reasonable efforts to ensure that this Website is available to view and use 24 hours a day throughout each year however, this is not guaranteed. The Website may be temporarily unavailable at anytime because of: server or systems failure or other technical issues; reasons that are beyond our control; required updating, maintenance or repair.
    • Where possible we will try to give you advance warning of maintenance issues but shall not be obliged to do so.
  1. REGISTERING ON THIS WEBSITE
    • When registering on the Website you must choose a username and password. You are responsible for all actions taken under your chosen username and password.
    • By registering on the Website you undertake:
  • That all the details you provide to us for the purpose of registering on the Website are true, accurate, current and complete in all respects
  • You will notify us immediately of any changes to the information provided on registration
  • You are over 18 or if under 18 you have a parent or guardian’s permission to register with the Website in conjunction with and under their supervision
  • To only use the Website using your own username and password
  • To make every effort to keep your password safe
  • Not to disclose your password to anyone
  • To change your password immediately upon discovering that it has been compromised
  • To neither transfer or sell your username or password to anyone, nor permit, either directly or indirectly, anyone other than you to use them
  • You authorise us to transmit your name, address and other personal information supplied by you (included updated information) to obtain information from third parties about you, including, but not limited to, credit reports and so that we may authenticate your identity.
  1. ELIGIBILITY TO PURCHASE FROM THE WEBSITE
    • To be eligible to purchase the Goods on this Website and lawfully enter into and form contracts with us, you must:
      • Be 18 years of age or over
      • Be legally capable of entering into a binding contract
      • Provide full details of a delivery address in the United Kingdom or the European Economic Area, (if you reside in the EEA)
    • If you are under 18, you may only use the Website in conjunction with, and under the supervision of, a parent or guardian. If you do not qualify, you must not use our Website.
  1. INTELLECTUAL PROPERTY
    • The content of the Website is protected by copyright (including design copyrights), trade marks, patent, database and other intellectual property rights and similar proprietary rights which include, (without limitation), all rights in materials, works, techniques, computer programs, source codes, data, technical information, trading business brand names, goodwill, service marks utility models, semi-conductor topography rights, the style or presentation of the goods or services, creations, inventions or improvements upon or additions to an invention, confidential information, know-how and any research effort relating to James Glover Systems Limited (trading as Dyena), moral rights and any similar rights in any country (whether registered or unregistered and including applications for and the right to apply for them in any part of the world).
    • You acknowledge that the intellectual property rights in the material and content supplied as part of the Website shall remain with us or our licensors.
    • You may download or copy the content and other downloadable items displayed on the Website subject to the condition that the material may only be used for personal non-commercial purposes. Copying or storing the contents of the Website for other than personal use is expressly prohibited.
    • You may retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices.
    • You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website.
    • You acknowledge that any other use of the material and content of this Website is strictly prohibited and you agree not to (and agree not to assist or facilitate any third party to) copy, reproduce, transmit, publish, display, distribute, commercially exploit or create derivative works from such material and content.
    • No licence is granted to you to use any of our trade marks or those of our affiliated companies.
  1. DISCLAIMER
    • It shall be your responsibility to ensure that any products, services or information available through the Website meet your specific requirements.
    • We will not be liable to you if the Website is unavailable at any time.
    • We attempt to ensure that the information available on the Website at any time is accurate. However, we do not guarantee the accuracy or completeness of material on this Website. We use all reasonable endeavours to correct errors and omissions as quickly as practicable after becoming aware or being notified of them. We make no commitment to ensure that such material is correct or up to date.
    • All drawings, images, descriptive matter and specifications on the Website are for the sole purpose of giving an approximate description for your general information only and should be used only as a guide.
    • Any prices and offers are only valid at the time they are published on the Website.
    • All prices and descriptions supersede all previous publications.
    • Every effort is made to keep information regarding stock availability on the Website up to date. However, we do not guarantee that this is the case, or that stock will always be available.
    • The Website is provided on an ‘as is’ and ‘as available’ basis without any representation or endorsement made and we make no warranties or guarantees, whether express or implied, statutory or otherwise (unless otherwise expressly stated in these terms and conditions or required by law) in relation to the information, materials, content or services found or offered on the Website for any particular purpose or any transaction that may be conducted on or through the Website including but not limited to, implied warranties of non-infringement, compatibility, timeliness, performance, security, accuracy, condition or completeness, or any implied warranty arising from course of dealing or usage or trade custom.
    • We make no representation or warranty of any kind express or implied statutory or otherwise regarding the availability of the Website or that it will be timely or error-free, that defects will be corrected, or that the Website or the server that makes it available are free of viruses or bugs.
    • We will not be responsible or liable to you for any loss of content or material uploaded or transmitted through the Website and we accept no liability of any kind for any loss or damage from action taken in reliance on material or information contained on the Website.
    • We cannot guarantee and cannot be responsible for the security or privacy of the Website and any information provided by you.
    • You must bear the risk associated with the use of the internet. In particular, we will not be liable for any damage or loss caused by a distributed denial-of-service attack, any viruses trojans, worms, logic bombs, keystroke loggers, spyware, adware or other material which is malicious or technologically harmful that may infect your computer, peripheral computer equipment, computer programs, data or other proprietary material as a result of your use of the Website or you downloading any material posted or sold on the Website or from any website linked to it.
    • We reserve the right to disclose such information to law enforcement authorities as we reasonably feel is necessary should you breach this agreement.
  1. USE OF THE WEBSITE
    • You are permitted to use the Website and the material contained in it only as expressly authorised by us and in accordance with these terms and conditions, as may be amended from time to time without notice to you.
    • We provide access and use of the Website on the basis that we exclude all representations, warranties and conditions to the maximum extent permitted by law.
    • We reserve the right to:
      • Make changes to the information or materials on this Website at any time and without notice to you.
      • Temporarily or permanently change, suspend or discontinue any aspect of the Website, including the availability of any features, information, database or content or restrict access to parts of or the entire Website without notice or liability to you or any third party.
      • Refuse to post material on the Website or to remove material already posted on the Website
    • You may not use the Website for any of the following purposes:
      • Disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material
      • Transmitting material that encourages conduct that constitutes a criminal offence, results in civil liability or otherwise
      • Breaching any applicable local, national or international laws, regulations or code of practice
      • Gaining unauthorised access to other computer systems
      • Interfering with any other person’s use or enjoyment of the Website
      • Breaching any laws concerning the use of public telecommunications networks
      • Interfering with, disrupting or damaging networks or websites connected to the Website
      • Utilisation of data mining, robots or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of the Website
      • To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation
      • To create and/or publish your own database that features all or substantial parts of the Website
      • Making, transmitting or storing electronic copies of materials protected by copyright without the prior permission of the owner
    • In addition, you must not:
      • Knowingly introduce viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware or other material which is malicious or technologically harmful to the Website
      • Attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to it
      • Attack the Website via a denial-of-service attack or a distributed denial-of service attack
      • Damage or disrupt any part of the Website, any equipment or network on which the Website is stored or any software used for the provision of the Website
    • A breach of this clause may be a criminal offence under the Computer Misuse Act 1990. We may report any such breach to the relevant law enforcement authorities and disclose your identity to them. In the event of such a breach, your right to use the Website will cease immediately.
  1. SUSPENDING OR TERMINATING YOUR ACCESS
    • We reserve the right to terminate or suspend your access to the Website immediately and without notice to you if:
      • You fail to make any payment to us when due
      • You breach the terms of these terms and conditions (repeatedly or otherwise)
      • You are impersonating any other person or entity
      • When requested by us to do so, you fail to provide us within a reasonable time with sufficient information to enable us to determine the accuracy and validity of any information supplied by you, or your identity
      • We suspect you have engaged, or about to engage, or have in anyway been involved, in fraudulent or illegal activity on the Website
  1. LINKING TO THE WEBSITE
    • You must not create a link to the Website from another website, document or any other source without first obtaining our prior written consent.
    • Any agreed link must be:
      • To the Website’s homepage
      • Established from a website or document that is owned by you and does not contain content that is offensive, controversial, infringes any intellectual property rights or other rights of any other person or does not comply in any way with the law in the UK and the law in any country from which they are hosted
      • Provided in such a way that is fair and legal and does not damage our reputation or take advantage of it
      • Established in such a way that does not suggest any form of association, approval or endorsement on our part where none exists
    • We have no obligation to inform you if the address of the Website home page changes and it is your responsibility to ensure that any link you provide to our homepage is at all times accurate.
    • We reserve the right to withdraw our consent without notice and without providing any reasons for withdrawal. Upon receiving such notice you must immediately remove the link and inform us once this has been done.
  1. EXTERNAL LINKS
    • To provide increased value and convenience to our users, we may provide links to other websites or resources for you to access at your sole discretion and risk. You acknowledge and agree that, as you have chosen to enter the linked website we are not responsible for the availability of such external sites or resources, and do not review or endorse and are not responsible or liable in any way, whether directly or indirectly, for:
      • The privacy practices of such websites
      • The content of such websites, including (without limitation) any advertising, content, products, goods or other materials or services on or available from such websites or resources
      • The use which others make of these websites
      • Any damage, loss or offence caused or alleged to be caused to you, arising from or in connection with the use of or reliance upon any such advertising, content, products, goods, materials or services available on and/or purchased by you from such external websites or resources
  1. LIMITATION OF LIABILITY AND INDEMNITY
    • Notwithstanding any other provision in these terms and conditions, nothing will affect or limit your statutory rights; or will exclude or limit our liability for:
      • Death or personal injury resulting from our negligence
      • Fraud or fraudulent misrepresentation
      • Action pursuant to section 2(3) of the Consumer Protection Act 1987
      • Any matter for which it would be unlawful for us to exclude or attempt to exclude our liability
    • We will not be liable, in contract or tort (including, without limitation, negligence), or in respect of pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for the below mentioned losses which you have suffered or incurred arising out of or in connection with the provision of any matter in these terms and conditions even if such losses are forseeable or result from a deliberate breach by us or as a result of any action we have taken in response to your breach:
      • Any economic losses (including without limitation loss of revenues, profits, contracts, business or anticipated savings)
      • Any loss of goodwill or reputation; or
      • Any special or indirect losses; or
      • Any loss of data
      • Wasted management or office time
      • Any other loss or damage of any kind
    • You agree to fully indemnify, defend and hold us, and our officers, directors, employees and suppliers, harmless immediately on demand, from and against all claims, including but not limited to losses (including loss of profit, revenue, goodwill or reputation), costs and expenses, including reasonable administrative and legal costs, arising out of any breach of these terms and conditions by you, or any other liabilities arising out of your use of this Website or any other person accessing the Website using your personal information with your authority.
    • This clause does not affect your statutory rights as a consumer.
  1. GENERAL
    • We reserve the right to change the domain address of this Website and any services, products, product prices, product specifications and availability at any time.
    • If any provision of these terms and conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions in these terms and conditions and the remainder of the provision in question will not be affected.
    • All Contracts are concluded and available in English only.
    • If we fail, at any time to insist upon strict performance of any of your obligations under these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under these terms and conditions, it shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with your obligations.
    • A waiver by us of any default shall not constitute a waiver of any subsequent default.
    • No waiver by us of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
  1. GOVERNING LAW AND JURISDICTION
    • The Website is controlled and operated in the United Kingdom.
    • These terms and conditions will be governed by the laws of England and Wales and you irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.