STANDARD TERMS & CONDITIONS OF BUSINESS
1. Conditions Applicable and Description
1.1 These Conditions shall apply to all contracts for the provision of goods and/or services by Warm2U Ltd. to you, (the “customer”), to the exclusion of all other terms and conditions including any terms or conditions which the customer may purport to apply under any purchase order, confirmation of order or similar document.
1.2 All orders for goods and/or services shall be deemed to be an offer by the customer to purchase goods and/or services pursuant to these Conditions. Orders may only be placed via the Warm2U website.
1.3 Acceptance by Warm2U in the form of an order confirmation which may be oral, written or electronically transmitted shall be deemed conclusive evidence of the customer’s acceptance of these Conditions.
1.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by Warm2U.
1.5 Warm2U’s employees are not authorised to make any representations concerning the goods and/or services unless confirmed by Warm2U in writing. In entering into the contract the customer acknowledges that it does not rely on any such representations which are not so confirmed.
1.6 While Warm2U shall endeavour to ensure that goods shall be supplied in accordance with any description contained in any specification provided by Warm2U, all illustrations, leaflets, drawings, catalogues or other material issued by Warm2U and particulars of size, weight, measurement, output and performance contained in any of the terms or in any quotation, are approximate only and not binding on Warm2U. Warm2U may from time to time make changes in the specification of the goods which are required to comply with any applicable safety or statutory requirements or which do not materially affect the quality or fitness for purpose of the goods.
1.7 Any typographical, clerical or other error or omission in any sales literature (which shall include all specification sheets, plans and drawings), this website, quotation, price list, acceptance of offer, invoice or other document or information issued by Warm2U shall be subject to correction without any liability on the part of Warm2U.
1.8 The customer shall be responsible to Warm2U for ensuring the accuracy of the terms of any order and any applicable specification or information as required by Warmf2U submitted by the customer and for giving Warm2U any necessary information relating to the goods within a sufficient time to enable Warm2U to perform the contract in accordance with its terms. If insufficient information or insufficient specification is provided to Warm2U so as to prevent Warm2U from fulfilling its obligations under this contract, then Warm2U may unilaterally terminate the contract.
2.1 The price of the goods shall be Warm2U’s quoted price or where no price has been quoted (or a quoted price is no longer valid) the price listed in Warm2U’s website published price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only or until earlier acceptance by the customer, after which time they may be altered by Warm2U without giving notice to the customer.
2.2 Warm2U reserves the right, by giving notice to the customer at any time before delivery, to increase the price of the goods to reflect any increase in cost to Warm2U which is due to any factor beyond Warm2U control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increases in the cost of labour, materials or other costs of manufacture) any change in delivery dates, quantities or specification for the goods which is requested by the customer or any delay caused by any instructions of the customer or failure of the customer to give Warm2U adequate information or instructions.
2.3 Except as otherwise agreed in writing between the customer and Warm2U all prices quoted by Warm2U include value added tax, and delivery charge is free for all orders.
3.1 Delivery of the goods shall take place on the ‘Delivery Date’. The Delivery Date shall be the time at which Warm2U delivers the goods to the agreed address or to a third party courier.
3.2 Any dates quoted for delivery of the goods are approximate only and Warm2U shall not be liable for any delay in delivery of the goods however caused. Time for delivery shall not be of the essence. The goods may be delivered by Warm2U in advance of the quoted delivery date upon giving reasonable notice to the customer.
3.3 If the customer fails to take delivery of the goods or the customer fails to give Warm2U adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the customer’s reasonable control or by reason of Warm2U’s fault) then without prejudice to any other right or remedy to Warm2U, Warm2U may:
3.3.1 store the goods until actual delivery and charge the customer for the reasonable costs (including insurance) of storage; or
3.3.2 sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the customer for the excess over the price under the contract or charge the customer for any shortfall below the price under the contract.
3.4 In the event that a customer requires partial deliveries over a period of time, separate orders should be placed and paid for each separate delivery required.
3.5 Where the goods ordered by the customer are not available from stock the customer shall be notified and given the option to either wait until the goods are available from stock or cancel the order and receive a full refund within 30 days.
4.1 The customer shall pay 100% of the price of the goods on or before the Delivery Date.
5. Customer Cancellation
5.1 Customers may cancel any order (whether or not confirmed) at any time within 7 working days beginning with the day after the day on which the customer receives the goods and receive a refund of the price or part thereof paid. Should the customer wish to return any part of the order within a period of 30 days beginning with the day after the date on which the customer receives the goods, the customer must contact Warm2U for authorisation. Provided the goods are in a re-saleable condition and in their original packaging Warm2U may, at its discretion, agree to this return at the customer’s expense. In these circumstances Warm2U reserves the right to levy a handling charge of £25.00.
6. Risk and Property
6.1 Risk of damage to or loss of the goods shall pass to the customer on the Delivery Date or if the customer wrongfully fails to take delivery of the goods at the time when Warm2U has tendered delivery of the goods
6.2 Notwithstanding delivery and the passing of risk in the goods, or any other provisions of these Conditions, the property in the goods shall not pass to the customer until Warm2U has received in cash or cleared funds full payment of the price of the goods.
6.3 Until such time as the property in the goods passes to the customer, the customer shall hold the goods as Warm2U fiduciary agent and bailee, and shall keep the goods separate from those of the customer and third parties and properly stored, protected and insured and identified as Warm2U’s property.
6.4 Until such time as the property in the goods passes to the customer Warm2U shall be entitled at any time to require the customer to deliver up the goods to Warm2U, and if the customer fails to do so forthwith, to enter upon any premises of the customer or any third party where the goods are stored and repossess the goods.
6.5 The customer 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 Warm2U but if the customer does so the entire proceeds of sale or other moneys received in respect of the goods shall be held in trust for Warm2U and shall not be mixed with the customer’s money or paid into any overdrawn bank account and shall at all material times be identified as Warm2U’s money and all moneys owing by the customer to Warm2U shall (without prejudice to any other right or remedy of Warm2U) forthwith become due and payable.
7. Warranties and liability
7.1 Subject to the conditions set out below Warm2U Ltd. warrants that the goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the Delivery Date. For certain goods Warm2U may offer an extended warranty for such period as Warm2U may determine which will be detailed in writing.
7.2 Warm2U Ltd. shall be under no liability under the above warranty:
7.2.1 unless the goods or any component or part thereof are found to be defective, or faulty on examination by Warm2U. Any components or parts of the goods returned to Warm2U for examination shall be at the customer’s own expense;
7.2.2 in respect of any defect in the goods arising from any drawing, design or specification supplied by the customer;
7.2.3 in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Warm2U’s instructions (whether oral or in writing), incorrect installation, misuse or alteration or repair of the goods without Warm2U’s approval;
7.2.4 if the total price for the goods has not been paid by the due date for payment.
7.3 Subject as expressly provided in these Conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
7.4 Any claim by the customer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the customer) be notified to Warm2U within 7 days of the Delivery Date or where it is not possible for the customer to inspect the goods on delivery, 7 days from the first available date of inspection by the customer or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the customer does not notify Warm2U accordingly, the customer shall not be entitled to reject the goods and Warm2U shall have no liability for such defect or failure, and the customer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
7.5 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition of the goods or their failure to meet specification is notified to Warm2U in accordance with these Conditions, Warm2U shall be entitled to replace the goods (or the part in question) free of charge or, at Warm2U’s sole discretion, refund to the customer the price of the goods (or a proportionate part of the price), but Warm2U shall have no further liability to the customer.
7.6 Except in respect of death or personal injury caused by Warm2U’s negligence, Warm2U shall not be liable to the customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever whether caused by the negligence of Warm2U, its employees or agents or otherwise which arise out of or in connection with the supply of the goods or their use or resale by the customer, and the entire liability of Warm2U under or in connection with the contract shall not exceed the price of the goods, except as expressly provided in these Conditions.
7.7 Warm2U shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of Warm2U’s obligations in relation to the goods, if the delay or failure was due to any cause beyond Warm2U’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Warm2U’s reasonable control; Act of God, explosion, flood, tempest, fire or accident, war or 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 (whether involving employees of Warm2U or of a third party), difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery.
8. Insolvency of the customer
8.1 This clause applies if:
8.1.1 the customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
8.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the customer; or
8.1.3 the customer ceases, or threatens to cease, to carry on business; or
8.1.4 Warm2U reasonably apprehends that any of the events mentioned above is about to occur in relation to the customer and notifies the customer accordingly.
8.2 If this clause applies then, without prejudice to any other right or remedy available to Warm2U, Warm2U shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the customer, 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.
9.1 Any notice or other document required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
9.2 Address for correspondence: Warm2U Ltd, 49 Hawthorn Road, Wednesbury, West Midlands WS10 9NA, registered number 6528612.
9.3 No waiver by Warm2U of any breach of the contract by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
9.5 These Conditions are not intended to confer any rights on any person not party to the contract and for the purposes of the Contracts (Rights of Third Parties) Act 1999 no third party consent shall be required to any termination or variation of this Agreement.
9.6 The contract shall be governed by the laws of England, and the customer agrees to submit to the non-exclusive jurisdiction of the English Courts.