The customer's attention is drawn in particular to the Limitation of Liability provisions of Clause 12.

1. INTERPRETATION


1.1 Definitions. In these Conditions, the following definitions apply:

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 11.6.

Contract: the contract between Us and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer: the person or firm who purchases the Goods from Us.

Force Majeure Event: has the meaning given in clause 10.

Goods: the goods (or any part of them) set out in the Order.

Manufacturer: the person or firm who manufactures the Goods.

Order: the Customer's order for the Goods, as set out in the Customer's purchase order form.

Parts: shall mean any part of the goods.

Specification: any specification for the Goods, including any related plans and drawings, that is agreed by the Customer and Us.

Us: Empire Supplies Limited (registered in England and Wales with company number 07380178).

1.2 Construction. In these Conditions, the following rules apply:

(a) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors or permitted assigns.

(c) A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.

(d) Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written includes faxes and emails.

2. BASIS OF CONTRACT

2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 All sales made by us whether via our website, telephone or in person are on a business to business basis unless expressly stated otherwise.

2.3 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.

2.4 The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, at which point the Contract shall come into existence.

2.5 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Us which is not set out in the Contract.

2.6 Any samples, drawings, descriptive matter, or advertising produced by Us and any illustrations contained in our catalogues, brochures or website are produced for the sole purpose of giving an approximate idea of the Goods described. They shall not form part of the Contract or have any contractual force.

2.7 A quotation for the Goods given by Us shall not constitute an offer. A quotation shall only be valid for a period of 30 Business Days from its date of issue.

2.8 The sale of all Goods under the Contract are on a business to business basis only and distance selling regulations do not apply to any transactions made on this site or as a result of sales made directly with us whether by telephone, fax, letter or email.

3. GOODS

3.1 The Goods are described in our catalogue and/or on our website.

3.2 Some Goods may refer to generic size specifications. It is the customer’s sole responsibility to ensure suitability of and access for the Goods prior to Order. We reserve the right to change the specifications of Goods without any prior notice.

3.3 Goods shown and images used are purely for illustrative purposes only. Where Goods are out of stock we reserve the right to replace the Goods with equal quality products of similar or greater value.

3.4 The Customer shall indemnify Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by Us in connection with any claim made against Us for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with our use of the Specification. This clause 3.2 shall survive termination of the Contract.

3.5 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.

4. DELIVERY

4.1 We shall ensure that:

(a) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(b) if we requires the Customer to return any packaging materials to Us, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as we shall reasonably request. Returns of packaging materials shall be at our expense.

4.2 We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after we notify the Customer that the Goods are ready.

4.3 Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.

4.4 All Goods shall be thoroughly inspected by the Customer upon delivery and any damages to the Goods shall be reported to Us by phone on 0151 601 6220 or by email to customerservices@empiresupplies.co.uk within 24 hours after delivery. We shall not accept any liability for any damage to the Goods or be required to provide any replacement Goods to any Customer who fails to notify Us of any damage within the 24 hour timeframe stipulated above.

4.5 If any Goods are not working and/or are incomplete following Delivery then the Customer shall notify Us by phone on 0151 601 6220 or by email to customerservices@empiresupplies.co.uk of the same within 7 days. We shall not accept any liability for any Goods that are not working and/or are incomplete or be required to provide any replacement Goods or refunds to any Customer who fails to notify Us within 7 days following delivery.

4.6 The term “Free Delivery” shall only mean delivery of the Good to UK mainland addresses.

4.7 Any dates quoted for delivery are approximate only, and the time of delivery is not “of the essence”. We shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.8 If we fail to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. We shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide Us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.9 If the Customer fails to take delivery of the Goods within one Business Day of Us notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or our failure to comply with its obligations under the Contract:

(a) delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day after the day on which we notified the Customer that the Goods were ready; and

(b) we shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).

4.10 If one Business Day after the day on which we notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, we may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.

4.11 We may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Contract. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5. QUALITY

5.1 Save for the provisions of clause 8.5 below we warrant that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Parts shall:

(a) conform in all material respects with their description;

(b) be free from material defects in design, material and workmanship;

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) be fit for any purpose held out by Us.

5.2 Subject to clause 5.3, if:

(a) the Customer gives notice in writing to Us during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;

(b) We are given a reasonable opportunity of examining such Goods; and

(c) the Customer (if asked to do so by Us) returns such Goods to our place of business at the Customer’s cost,

we shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3 We shall have no responsibility to and accept no liability for any loss of earnings, profit and/or any consequential loss suffered by the Customer as a result of the Goods failure to be operational.

5.4 we shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 in any of the following events:

(a) the Customer makes any further use of such Goods after giving notice in accordance with clause 5.2;

(b) the defect arises because the Customer failed to follow our and/or Manufacturer’s written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of Us following any drawing, design or Specification supplied by the Customer;

(d) the Customer alters or repairs such Goods without the written consent of Us and/or Manufacturer;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

(f) the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

5.5 Except as provided in this clause 5, we shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.6 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

5.7 These Conditions shall apply to any or replacement Goods supplied by Us.

6. TITLE AND RISK

6.1 The risk in the Goods shall pass to the Customer on completion of delivery.

6.2 Title to the Goods shall not pass to the Customer until the earlier of:
(a) we receive payment in full (in cash or cleared funds) for the Goods and any other goods that we have supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and

(b) the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 6.4.

6.3 Until title to the Goods has passed to the Customer, the Customer shall:

(a) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as our property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

(d) notify Us immediately if it becomes subject to any of the events listed in clause 8.2; and

(e) give Us such information relating to the Goods as we may require from time to time.

6.4 Subject to clause 6.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before we receive payment for the Goods. However, if the Customer resells the Goods before that time:

(a) it does so as principal and not as our agent; and

(b) title to the Goods shall pass from Us to the Customer immediately before the time at which resale by the Customer occurs.

6.5 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 8.2, then, without limiting any other right or remedy we may have:

(a) the Customer's right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

(b) we may at any time:

(i) require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and

(ii) if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.

7. PRICE AND PAYMENT

7.1 The price of the Goods shall be the price set out in the Order.

7.2 We may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

(a) any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

(b) any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

(c) any delay caused by any instructions of the Customer or failure of the Customer to give Us adequate or accurate information or instructions.

7.3 If the Order has already been placed for the Goods by the Customer then that price will be honoured unless the item is unavailable/out of stock and the new stock that is due to arrive is of a higher price then the provisions of 7.2 shall apply.

7.4 The price of the Goods is exclusive of the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer or included within the Order.

7.5 The price of the Goods is exclusive of amounts in respect of value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from Us, pay to Us such additional amounts in respect of VAT as are chargeable on the supply of the Goods.

7.6 We may invoice the Customer for the Goods at any time before or after the completion of delivery. The payment term for all goods is strictly payment upon Order unless otherwise agreed in writing by our directors. Payment shall only be accepted if made using the following methods, cash, bank transfer, cheque, PayPal or credit card. For the avoidance of doubt time for payment shall be of the essence.

7.7 A minimum additional charge of £25 shall be paid by the Customer to Us for a Customer cheque returned by our bank.

7.8 An order cancelled by the Customer prior to delivery shall incur a 25% handling fee in order to cover the transport, administration, testing and repackaging costs.

7.9 If the Customer fails to make any payment due to Us under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 8.0% per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.

7.10 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting any other rights or remedies it may have, set off any amount owed to it by the Customer against any amount payable by Us to the Customer.

8. “INTERNET-ONLY” AND "SALE" OFFERS

8.1 Any discounts made to the Order price shall only be applicable to the specified selected Offer(s), as set out on our website from time to time and to any subsequent Order(s) placed and paid for online.

8.2 The Customer shall be responsible for ensuring that they have suitable access to the internet to place and make payment for any online Order, no Offer(s) will be given by Us where Customer access to the internet is unavailable.

8.3 All Offer are strictly subject to Goods being available and the branding/description of the Goods may vary depending on availability.

8.4 Offer prices displayed on our website from time to time may change without notice. Where the Order price changes between the Customer placing the Order online and Delivery, the price displayed on the confirmation email sent at the time of Order to the Customer will be honoured.

8.5 The warranty provisions of clause 5 shall not apply to any online Offer products purchased by the Customers and for the avoidance of doubt we shall provide no warranty for any Goods sold below regular price as set out on our website from time to time.

9. CREDIT/DEBIT CARD PAYMENT PROCESSING

9.1 Our website is independently audited by Security Metrics. Our site is verified as PCI Compliant, theft protection secure and credit card safe. For further details on Security Metrics, please visit www.securitymetrics.com.

9.2 At no point do we store or record your debit or credit card details. All financial information pertaining to debit or credit cards are entered into secure webpages at our preferred payment processor.

9.3 When an Order is placed over the telephone, we take payment from your card after we have received your order and checked/verified your card via our payment gateway. Once this has been done and the Order has been processed, this constitutes our acceptance of the Order. When an Order is placed on our website, once card payment details are entered by yourself, payment is taken from your card by the appropriate payment gateway you choose at this point, once the details have been checked and verified. Your Order is not accepted by us until you receive an email notification advising that your Order is being processed or despatched.

9.4 Fraud checks may be conducted on all Orders. This involves checks on details provided during the Order process including the address details. This may involve details being passed to a 3rd party fraud checking company. On occasion we may ask for additional information in order to process your Order. We will conduct this process as quickly as possible however on occasion dispatch of goods may be delayed.

9.5 All Goods are subject to availability. In the event that we are unable to supply the Goods, we will inform you of this as soon as possible. A full refund will be given where you have already paid for the Goods.

9.6 Whilst we try and ensure that all prices on our website are accurate, errors may occur. If we discover an error in the price of the Goods you have ordered we will inform you as soon as possible and give you the option of reconfirming your Order at the correct price or cancelling it. If we are unable to contact you we will treat the Order as cancelled. If you cancel and you have already paid for the Goods, you will receive a full refund.

9.7 All credit card transactions are taken in the UK and our transaction currency is in UK Pounds Sterling (£).

9.8 If you have placed an Order online which has failed the funds will not have been taken from your account. Whenever a transaction is processed through our systems we carry out fraud prevention checks and get authorisation from the bank before the funds are taken.

9.9 When your transaction is sent for authorisation, checks are carried out with the website's bank. This is to check that they would like to process the transaction. Then an authorisation request is sent to your card issuing bank to ensure that the funds are available to make payment. Once the transaction has been authorised your bank will place a reserve on your account for the amount of the transaction. This will allow the funds to be taken from your account for the transaction. This is also known as a shadow.

9.10 After authorisation, your transaction can still fail. If the transaction fails after authorisation the funds will still be reserved on your account. Although they have not been debited from your account they will appear to have been taken. We have not received the funds; your bank will needed to be contacted, as they have reserved them. After authorisation has been placed on your account the reserve can last up to 7 working days before it is lifted. This is not controlled by us, and we cannot remove this from your account. If you would like to get the reserve lifted you will need to speak directly with your card issuing bank.

9.11 The reserve only highlights the funds to be debited from your account. They do not actually remove them. Once the reserve is removed from your account the funds will re-appear.

9.12 All Orders undergo additional security checks once the Order has been placed, this is to protect the Company and cardholders against credit card fraud. As a result some Orders may miss our cut-off times for next day delivery, we would advise that these checks normally take up to an hour but on occasion can be longer. We apologise for the inconvenience caused by these important fraud prevention measures.

10. MARKETING

10.1 We shall not pass on your details to any unapproved 3rd party. However by placing the Order(s) with us, we may occasionally send you promotional offers in the form of email, SMS text messages and/or by standard mail. Should you not wish to receive these promotional offers, please email sales@empiresupplies.co.uk and we will remove you from our promotional mailing list within 48 hours of being notified.

11. TERMINATION AND SUSPENSION

11.1 If the Customer becomes subject to any of the events listed in clause 8.2, we may terminate the Contract with immediate effect by giving written notice to the Customer.

11.2 For the purposes of clause 8.1, the relevant events are:

(a) the Customer suspends, or threatens to suspend, payment of its debts, or is unable to pay its debts as they fall due or admits inability to pay its debts, or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;

(b) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(c) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;

(d) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;

(e) (being a company) the holder of a qualifying floating charge over the Customer's assets has become entitled to appoint or has appointed an administrative receiver;

(f) a person becomes entitled to appoint a receiver over the Customer's assets or a receiver is appointed over the Customer's assets;

(g) (being an individual) the Customer is the subject of a bankruptcy petition or order;

(h) a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(i) any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause (a) to clause (f) (inclusive);

(j) the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;

(k) the Customer's financial position deteriorates to such an extent that in our opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; and

(l) (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

11.3 Without limiting its other rights or remedies, we may suspend provision of the Goods under the Contract or any other contract between the Customer and Us if the Customer becomes subject to any of the events listed in clause (a) to clause (l), or we reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.

11.4 On termination of the Contract for any reason the Customer shall immediately pay to Us all of our outstanding unpaid invoices and any accrued interest.

11.5 Termination of the Contract, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination.

11.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

12. LIMITATION OF LIABILITY

12.1 Nothing in these Conditions shall limit or exclude our liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979;

(d) defective products under the Consumer Protection Act 1987; or

(e) any matter in respect of which it would be unlawful for Us to exclude or restrict liability.

12.2 Subject to clause 9.1:

(a) we shall under no circumstances whatever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) our total liability to the Customer in respect of all other 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 100.0% of the price of the Goods.

13. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party's reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party's), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.

14. GENERAL

14.1 Assignment and other dealings

(a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

(b) The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written our consent of.

14.2 Notices

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause (a); if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

14.3 Severance

(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.4 Waiver

(a) A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

14.5 Third party rights

(a) A person who is not a party to the Contract shall not have any rights to enforce its terms.

14.6 Variation

(a) Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by Us.

14.7 Governing law

(a) The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

14.8 Jurisdiction

(a) Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

15. RETURNS

Before returning goods, a returns number must be obtained from us. Unless the incorrect item has been received, a handling charge of 25% of the invoice value will be levied. Returns can only be considered if the goods are undamaged, unused and still in their original packing. Items to be returned must be notified within 5 days of receipt and returned back to us within 10 days. The buyer is responsible for all costs incurred when shipping the item back to us. We strongly recommend the use of a bona fide carrier and for the buyer to insure the consignment as we are not responsible if the item is damaged during the return process. No refunds are given for original postage charges unless the wrong item has been sent in error.

Once an order has been despatched from our warehouse, the returns policy will apply. This includes any orders cancelled by the buyer after despatch from our warehouse, and the restocking and handling charge of 25% of the invoice value will be levied without exception.

If the goods have been unpacked by the buyer or their agent / representative / customer and they are unused but requested to be returned within 5 days of receipt, a minimum of 35% of the invoice value will be levied, subject always to final inspection of the goods upon return to our warehouse.

The purchaser should check specifications and suitability before ordering. The seller does not warrant the suitability of goods for specific applications and goods are not sold on a trial basis. All sales are final.