1 Interpretation and Definitions
1.1 "we" or "us" or "our" in these terms and conditions means HG Stephenson Limited, with Company Number 65741 whose registered office is at Kennerley Works, 161 Buxton Road, Stockport, Cheshire SK2 6EQ e-mail address firstname.lastname@example.org
1.2 'Goods' means items we agree to supply to you our customers.
1.3 'Quotation' means our quotation for the supply of Goods provided to the you under terms of these conditions
1.4 'Price' means the price for the Goods excluding costs of delivery, packing, insurance & VAT (unless otherwise stated).
1.5 'Special Badged Items' means Goods that are personalised Goods to the customer's specifications.
2 Application of Conditions
2.1 All orders that you place with us will be under these conditions (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any terms you may have to the extent that they are inconsistent with our terms.
2.2 Any waiver or variation of these terms is binding only unless:
2.2.1 made (or recorded) in writing;
2.2.1 signed on behalf of each party and in our case by an authorised representative for us; and
2.2.3 expressly stating an intention to vary these terms.
2.3 All orders submitted on our website and acknowledged are subject to our express acceptance in an email which advises of cleared payment and delivery details. It may not be possible for us to accept orders for certain items for delivery to certain addresses in the United Kingdom. Your order through our website will only be accepted when we send you the email confirming we have accepted your order. Until you receive that email there will not be a binding contract between you and us.
2.4 Subject to the provisions of clause 2.3 above the contract between you and us shall not exist until you confirm your acceptance of our Quotation in writing by letter or fax or e-mail. Confirmation of exceptance of our Quotation shall be deemed conclusive evidence of your acceptance of these conditions.
2.5 Acceptance of delivery of the Goods shall be deemed conclusive evidence of the your acceptance of these conditions.
2.6 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either:
2.6.1 contained in our Quotation (or any covering letter) and not withdrawn before the contract is made; or
2.6.2 which expressly state that you may rely on them when entering into the contract.
2.7 Some of these conditions apply to consumers only and some apply to business customers only and those conditions are marked as such.
2.8 All other conditions apply to all customers.
2.9 You are classified as a business customer if you indicate to us that the goods supplied by us will be used in the course of your business or if you use the goods in the course of your business.
2.10 If you are not a business customer, you are a consumer. You have certain statutory rights as a consumer, which are not affected by these terms. Contact your local trading standards office for more information.
3.1 The Price excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
3.2 All orders for Goods that are not in our warehouse and have to be ordered especially from our suppliers for you and Special Badged Items that you place with us have to be above a value of £100 (excluding VAT). A deposit of 25% in cash or cleared funds of the value of such Goods (excluding VAT) and such orders must be in writing.
3.3 Our Quotations lapse after 30 days (unless otherwise stated).
3.4 The Price excludes the cost for delivery (unless otherwise stated).
3.5 Business customers only: unless otherwise stated, the Price in our Quotation to business customers is an illustrative estimate only and the Price charged will be current Price we charge at the time of delivery.
3.6 Business customers only: rates of tax and duties on the Goods will be those applying at the time of delivery.
3.7 Business customers only: we reserve the right that at any time before delivery we may adjust the price to reflect any increase in our costs of supplying the Goods.
3.8 Business Customers only: If you require a sample of the Goods, we at our sole discretion may agree to send a sample of the Goods however the costs associated with sending such sample and the cost of the sample itself will have to paid by you in accordance with clause 6.1 below.
4.1 All delivery times quoted are estimates only and we shall not be liable for any delay in delivery of the Goods howsoever caused.
4.2 If we fail to deliver within a reasonable time after the quoted delivery time, you may (by informing us in writing) cancel the contract, however:
4.2.1 you may not cancel (but if you are a consumer the provisions of clauses 11.3 and 11.5 will apply) if we receive your notice after the Goods have been dispatched; and
4.2.2 if you cancel the contract, you can have no further claim against us under that contract.
4.3 If you accept delivery of the Goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the Goods).
4.4 We may deliver the Goods in instalments. Each instalment is treated as a separate contract.
4.5 We may decline to deliver if:
4.5.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
4.5.2 the premises (or the access to them) are unsuitable for our vehicle.
4.6 If you fail to take delivery of the Goods or fail to give us adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond your reasonable controls or by reason of our fault) and without prejudice to any other right or remedy available to us we may:
a) store the Goods until actual delivery and charge you for the reasonable costs (including insurance) of storage; or
b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to you for the excess over the price under the contract or charge you for any shortfall below the price under the contract.
5.1 The goods are at your risk from the time of delivery.
5.2 Delivery takes place either:
5.2.1 at our premises (if you are collecting them or arranging carriage); or
5.2.2 at your premises or address specified by you (if we are arranging carriage).
5.3 You must inspect the Goods on delivery. If any goods are damaged or not delivered or any alleged shortage in quantity, you must write to tell us within 24 working hours of delivery or the expected delivery time. You must give us (and any carrier) a fair chance to inspect the damaged Goods. If you do not inform us within 24 working hours then you will be deemed to have accepted the Goods.
6 Payment terms
6.1 You are to pay us in cash or in cleared funds (such as payment by credit card) prior to delivery, unless you are a business customer and have you have an approved credit account with us. If you pay be cheque, we will not classify such payment as cleared funds until we are satisfied at our sole discretion that the cheque can not be cancelled or rejected and until then the title in the Goods under clause 7 shall still apply.
6.2 Business customers only: If you have an approved credit account, payment is due no later than 30 days after the date of our invoice unless otherwise agreed in writing.
6.3 If you fail to pay us in full on the due date we may:
6.3.1 suspend or cancel future deliveries;
6.3.2 cancel any discount offered to you;
6.3.3 Business customers only: charge you interest at the rate set under S.6 of the Late Payment of Commercial Debts (Interest) Act 1998;
a. calculated (on a daily basis) from the date of our invoice until payment;
b. before and after any judgment (unless a court orders otherwise);
6.3.4 Consumers only: charge you interest at a rate equivalent to the rate set for business debts under S.6 of the Late Payment of Commercial Debts (Interest) Act 1998;
6.3.5 claim fixed sum compensation from you under S.5A of that Act to cover our credit control overhead costs; and
6.3.6 recover (under clause 6.8) the cost of taking legal action to make you pay.
6.4 If you have an approved credit account we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may take any of these actions at any time and without notice.
6.5 Business Customers only: you do not have the right to set off any money you may claim from us against anything you may owe us.
6.6 Consumers only: you may only set off money you claim from us against money you owe us withour written agreement and on such terms as we may state.
6.7 While you owe money to us, we have a right to keep any property we may hold of yours until you have paid us in full (a lien).
6.8 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs, legal costs on a full indemnity basis and the costs of instructing a debt collection agency to recover a debt due to us if any) following any breach by you of any of your obligations under these conditions.
6.9 Consumers only: clause 6.8 means that you are liable to us for losses we incur because you do not comply with these terms. We may claim those losses from you at any time and if we have to take legal action we will ask the court to make you pay our legal costs.
6.10 Time of payment of our Price is of the essence and is a fundamental term of contract between us.
6.11 In assessing an application for a credit account with us, you agree that we may carry out such credit checks including with credit reference agencies, as we may deem appropriate.
7.1 Consumers only: your statutory rights are unaffected by this clause 7.
7.2 Until you pay all debts you may owe us:
7.2.1 all goods supplied by us remain our property;
7.2.2 you must store them so that they are clearly identifiable as our property;
7.2.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
7.2.4 you may use those goods and sell them in the ordinary course of your business, but not if:
a. we revoke that right (by informing you in writing); or
b. you become insolvent as detailed in 7.3 below.
7.3 We may treat you as insolvent if:
7.3.1 you are unable to pay your debts as they fall due; or
7.3.2 you (or any item of your property) become the subject of:
a. any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
b. any application or proposal for any formal insolvency procedure;
c. any application, procedure or proposal overseas with similar effect or purpose.
7.4 Business customers only: you must inform us (in writing) immediately if you become insolvent.
7.5 Business customers only: if your right to use and sell the goods ends you must allow us to remove the goods.
7.6 Business customers only: we have your permission to enter any premises where the goods may be stored:
7.6.1 at any time, to inspect them; and
7.6.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
7.7 Despite our retention of title to the Goods, we have the right to take legal proceedings to recover the price of Goods supplied should you not pay us by the due date.
7.8 You are not our agent. You have no authority to make any contract on our behalf or in our name.
8 Warranties and Liability
8.1 We warrant that the Goods are free from material defect at the time of delivery (as long as you comply with clause 8.4).
8.2 Business customers only: we give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the Goods or their fitness for any purpose to the fullest extent permitted by law.
8.3 Consumers only: the warranty in clause 8.1 is in addition to your statutory rights.
8.4 If you believe that we have delivered Goods which are defective in material or workmanship, you must:
8.4.1 inform us (in writing), with full details, within 24 hours of delivery or expected delivery time; and
8.4.2 allow us to investigate (we may need access to your premises and product samples).
8.5 If the goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 8.4) in full, we will (at our sole discretion) replace the Goods affected or refund the Price.
8.6 We shall not in any circumstances, notwithstanding anything to the contrary contained in these conditions, be under any liability (whether for breach of contract or otherwise) for any direct, indirect, financial loss, loss of profits or loss of use or consequential loss or damage, howsoever caused (other than death or personal injury resulting from our negligence) suffered by you or liabilities to third parties incurred by you as a result of any defect in the Goods or anything done or omitted to be done by us
8.7 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to 5 million pounds.
8.8 For all other liabilities, including breach of contract not referred to elsewhere in these terms our liability is limited in damages to the Price of the Goods.
8.9 Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
8.10 Business Customers only: the Goods descriptions or illustrations on our website and in our brochures or catalogues are for the sole purpose of giving an approximate idea of the Goods represented by or described in them but due to product development and designer specification changes, these may vary from time to time. The images on our website and in our brochures or catalogues are to assist with your selection and all specification are given as a guide only and are approximate. Representations of colour are approximate due to the limitations of photographic and calibrations of different output devices. A name given to a product colour is not necessarily representative of the colour. We reserve the right to alter descriptions and specifications without prior notice. Such descriptions and illustrations will not form part of our contract with you.
9 Special Badged Goods
9.1 If we prepare the Special Badged Goods in accordance with your specifications or instructions you must ensure that:
9.1.1 the specifications or instructions are accurate;
9.1.2 goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and
9.1.3 your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
9.2 Business Customers only: We reserve the right;
9.2.1 to make any changes in the specifications of our goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and
9.2.2 to make without notice any minor modifications in our specifications we think necessary or desirable.
10 Return of Goods
10.1 Subject to clauses 11.3 and 11.5 we will accept the return of Goods (but not including Special Badged) from you only:
10.1.1 at our sole discretion and by our prior agreement (confirmed in writing); and
10.1.2 Notified to us within 30 days of the date of delivery; and
10.1.2 on payment of a handling charge of 25% of the Price of the Goods (excluding VAT) with a minimum charge of £5 (unless the Goods were defective when delivered) and a minimum £4.95 collection charge will apply to all Goods collected unless returned at customers cost; and
10.1.3 where the Goods are as fit for sale on their return as they were on delivery and returned within 30 days from the date of Delivery.
11.1 Business Customers only -You may not cancel the order unless we agree in writing (and clauses 3.2.2 and 11.2 then apply).
11.2 Business Customers only- If we agree to your request to cancel the order (for any reason) you are then to pay us for all Goods (finished or unfinished) that we may then hold (or to which we are committed) for the order. If you have paid a deposit, this will be retained by us and if we incur reasonable losses as a result of you cancelling the contract and it is greater than the deposit we have retained we will require you to pay for our losses in excess of the deposit retained.
11.3 Consumers only- You can cancel this contract within 7 working days of you receiving the Goods. The 7-day period starts on the day after you receive the Goods. If you wish to return the Goods, you must return them to us unused and in the original packaging. You must pay the cost of returning the Goods to us. To cancel the contract you will need to send a letter to us. You can send the letter by post, email or by personal delivery. Contact details for where to send the letter are set out in clause 1.1 above. If you cancel the contract orally, you will need to confirm the oral cancellation in writing and send it to us by e-mail or post or personal delivery at the address in clause 1.1 above.
11.4 You will be unable to cancel the contract if the Goods are made to your specifications (for example Special Badged Goods) or are clearly personalised or by their very nature cannot be returned.
11.5 Consumers only - Once you have notified us you are cancelling your contract, any sums debited to us from you credit card will be credited to your account as soon as possible and in any event within 30 days of your order PROVIDED THAT the Goods in question are returned by you and received by us in the condition they were delivered to you. If you do not return the Goods delivered to you or do not pay the costs of delivery back to us, we shall be entitled to deduct the direct costs of recovering the Goods from the amount to be credited to you.
11.6 We may suspend or cancel any order with you, by written notice if:
11.6.1 you fail to pay us any money when due (under the order or otherwise);
11.6.2 you fail to honour your obligations under these terms; or
11.6.3 any of the following conditions apply to you:
i) making voluntary agreements with your creditors;
ii) becoming subject to an administrative order or a Statutory Demand;
iii) in the case of an individual, partnership or firm becoming bankrupt;
iv) in the case of a company going into administration or liquidation
v) you are likely to cease trading;
vi) we reasonably believe that any of the above is about to happen and notify you accordingly
vii) suffer any similar or analogous action as above in consequence of debt.
12.1 English law is applicable to any contract made under these terms. The English and Welsh courts have exclusive jurisdiction.
12.2 If you are more than one person, each of you has joint and several obligations under these terms.
12.3 If any term or provision in the Contract shall in whole or in part be held to any extent to be illegal or unenforceable on or under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of this Contract and the enforceability of the remainder of this Contract shall not be affected.
12.4 Business customers only: Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other's registered office or principal place of business. All such notices must be signed.
12.5 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties Act 1999) by any person not identified as you or us
12.6 The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either :
12.6.1 contained in our Quotation (or any covering letter) and not withdrawn before the contract is made; or
12.6.2 which expressly state that you may rely on them when entering into the contract
12.7 Please note that we may transfer personal information about you to those we may appoint to administer your credit account or recover amounts owing. That may include, for example, passing information about you to our insurers, debt recovery agents and solicitors, if you fail to pay us.
12.8 Force majeure- If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability. Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.