Terms & Conditions
ONLINE TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS TO CONSUMERS
Notice: if you are a consumer, the following terms apply to your order.
These online terms and conditions for the sale of goods for consumers form the basis on which you can visit our website and the terms and conditions on which we supply goods to you.
Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. Please read them carefully as they contain important information.
Are you a business customer or a consumer? You are a consumer if:
· You are an individual.
· You are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
We have different terms and conditions in place for our business customers.
General terms and conditions
This site is owned and operated by NDM Distribution Limited of Jacob’s Pool House, 11 West Street, Okehampton, Devon, England, EX20 1HQ. If you have any queries about these terms and conditions or if you have any comments or complaints on or about our website, you can contact us at [email protected] or 01837 811741.
1. The contract between us
We must receive payment of the whole of the price for the goods that you order before your order can be accepted. Payment of
the price for the goods represents an offer on your part to purchase the goods, which will be accepted by us only when the goods
are dispatched. Only at this point is a legally binding contract created between us.
2. Acknowledgement of your order
To enable us to process your order, you will need to provide us with your e-mail address. We will notify you by e-mail as soon as
possible to confirm receipt of your order and to confirm details. For the avoidance of doubt, this correspondence does not
constitute a contract between us.
3. Ownership of rights
All rights, including copyright, in this website are owned by or licensed to NDM Distribution Limited. Any use of this website or its
contents, including copying or storing it or them in whole or part, other than for your own personal, non-commercial use, is
prohibited without our permission. You may not modify, distribute or repost anything on this website for any purpose.
4. Accuracy of content
We have taken care in the preparation of the content of this website, in particular to ensure that prices quoted are correct at the
time of publishing and that all goods have been described accurately. However, orders will only be processed if there are no
material errors in the description of the goods or their prices as advertised on this website. Any weights, dimensions and
capacities given about the goods are approximate only.
5. Damage to your computer
We try to ensure that this website is free from viruses or defects. However, we cannot guarantee that your use of this website or
any websites accessible through it will not cause damage to your computer. It is your responsibility to ensure that the right
equipment is available to use the website. Except in the case of negligence on our part, we will not be liable to any person for any
loss or damage which may arise to computer equipment as a result of using this website.
6. Availability
All orders are subject to acceptance and availability. If the goods you have ordered are not available from stock, we will contact
you by e-mail or phone (if you have given us details). You will have the option either to wait until the item is available from stock
or to cancel your order.
7. Ordering errors
You are able to correct errors on your order up to the point on which you click on “submit” during the ordering process.
8. Price
The prices payable for goods that you order are as set out on our website. All prices are inclusive of VAT at the current rates and
are correct at the time of entering information.
Where it is not possible to accept your order to buy goods of the specification and description at the price indicated, we will
advise you by email, and offer to sell you the goods of the specification and description at the price stated in the email and will
state in the email the period for which the offer or the price remains valid.
9. Payment terms
We will take payment upon receipt of your order from your credit or debit card. We accept no liability if a delivery is delayed
because you did not give us the correct payment details. If it is not possible to obtain full payment for the goods from you, then
we can refuse to process your order and/or suspend any further deliveries to you. This does not affect any other rights we may
have.
10. Delivery charges
Delivery charges vary according to the type of goods ordered.
11. Delivery
11.1 We offer free delivery to Mainland UK excluding the Highlands and Grampian on orders over £100.00 (exc VAT).
11.2 You may be required to pay extra for delivery to the Highlands, Grampion, Isle of Wight, the Isle of Man, the Scottish Isles,
Northern Ireland and the Channel Isles.
11.3 Our delivery charges will be displayed to you on our website, during checkout.
11.4 We will deliver the goods to the address you specify for delivery in your order. It is important that this address is accurate.
Please be precise about where you would like the goods left if you are out when we deliver. We cannot accept any liability for
any loss or damage to the goods once they have been delivered in accordance with your delivery instructions (unless this is
caused by our negligence). We will aim to deliver the goods by the date quoted for delivery but delivery times are not
guaranteed and therefore time is not of the essence. In any event, we will aim to deliver your goods within 30 days from the day
after the day we received your order. If delivery is delayed beyond this time, we will contact you and either agree a mutually
acceptable alternative date, or offer you a full refund.
11.5 If you have opted to collect the goods please call customer services on 01837 811741 to arrange collection. The collection
address is Units 1-3 Hatchmoor Industrial Estate, Hatherleigh EX20 3LP. The office is open from 09.00 until 17.00 Monday to
Thursday and 09.00 until 16.00 on Friday, excluding bank holidays.
11.6 If you do not collect the goods from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect
them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further
delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end
the contract and will refund any money you have paid in advance for goods we have not provided but we may deduct or charge
you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
11.7 You will become the owner of the goods you have ordered when they have been delivered to you. Once goods have been
delivered to you they will be held at your own risk and we will not be liable for their loss or destruction.
12. Risk and ownership
Risk of damage to or loss of the goods passes to you at the time of delivery to you. If you choose to use your own courier then
the risk passes to you as soon as the goods are handed to your courier. You will only own the goods once they have been
successfully delivered.
13. Cancellation rights
First 14 days
13.1 Under The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 SI 2013/3134 you have
the legal right to cancel your order up to 14 calendar days after the day on which you receive your goods (with the exception of
goods mentioned in 13.3 below). You do not need to give us any reason for cancelling your contract nor will you have to pay
any penalty.
13.2 Should you wish to cancel your order, you will need to notify us by emailing [email protected] or calling 01837
811741. Please include your name, address, order number, phone number and email address.
13.3 Once you have notified us that you are cancelling your contract, you must return the goods within 14 days.
13.4 You cannot cancel your order if the goods you have ordered are made to your specifications or are clearly personalised.
13.5 If you receive the goods before you cancel your order then you must send the goods back to us at NDM Distribution Limited,
Units 1-3 Hatchmoor Industrial Estate, Hatherleigh EX20 3LP at your own cost and risk. You are responsible for the goods until
they reach us. It is your responsibility to ensure that they are packaged sufficiently, so that they are not damaged during
transport, and ensure that the correct address is on the package. We recommend that items are returned using a delivery
service that insures you for the full value of the goods.
13.6 If you cancel your order but we have already processed the goods for delivery, you should not unpack the goods when they are
received and you must send the goods back to us at our contact address at your own cost and risk as soon as possible.
13.7 If you would prefer us to arrange the return please call customer services on 01837 811741 or email
[email protected] to request a return label, the cost of which will be deducted from any refund.
13.8 We aim to inspect goods within 7 days of receipt.
13.9 Providing that the goods are returned new and unused a refund will be processed within 14 days of the goods being received
by us. Any standard outbound delivery costs will also be refunded.
13.10 Refunds for parts and / or machines that are returned used, damaged, defaced or with bits missing will be reduced to reflect any
reduction in value in the items.
13.11 Unless otherwise agreed, refunds will be made to the same payment method used for the purchase.
After 14 days
13.12 After 14 days there is no right to cancel your contract with us.
14. Cancellation by us
14.1 We reserve the right not to process your order if:
14.1.1 We have insufficient stock to deliver the goods you have ordered;
14.1.2 We do not deliver to your area; or
14.1.3 One or more of the goods you ordered was listed at an incorrect price due to a typographical error or an error in the pricing
information received by us from our suppliers.
14.2 If we do not process your order for the above reasons, we will notify you by e-mail and will re-credit to your account any sum
deducted by us from your credit/debit card as soon as possible, but in any event within 14 days.
15. If there is a problem with the goods
First 30 days – Short Term Right to Reject
15.1 In the case of incorrectly or faulty supplied parts and/or machines, you have a short term right to reject the goods within 30
days of receipt.
15.2 Should you wish to exercise your short term right to reject, you will need to notify us by calling call customer 01837 811741 or
email [email protected] within 30 days of receiving the goods. Please include your name, address, order number,
phone number and email address.
15.3 After notifying us that you wish to exercise your short term right of reject, we will provide you with a returns label and/or arrange
for the goods to be collected (at our cost) and brought back for assessment.
15.4 It is your responsibility to drain fuel and oil for transport. Failure to do so may result in the courier refusing transportation.
15.5 We aim to assess goods within 7 days of receipt.
15.6 Upon confirmation of the fault, a full refund will be issued.
15.7 Refunds will be processed within 14 days of assessment. This will include all outbound delivery costs.
15.8 Refunds for parts and / or machines that are returned damaged, defaced or with bits missing will be reduced to reflect any
reduction in value in the items.
15.9 Unless otherwise agreed, refunds will be made to the same payment method used for the purchase.
15.10 If no fault is established, the short term right to reject does not apply and you will not be entitled to a full refund. Any refund will
be subject to the following reductions:
- Grade A (items returned new, unused and in the original packaging) – 10%;
- Grade B (items which have been opened/inspected/tested with no damage and are returned in the original packing) For example, driving a dumper briefly in a clean area (not using for a short time) – 15%;
- Grade C (items which are returned used, for a short period of time, but in good condition with no damage) – 30%; or
- Grade D (items which are returned heavily used and/or damaged) the reduction will be calculated on a case by case basis, depending on condition.
You will also be responsible for the cost of sending the item back to us, as well as the return delivery costs.
15.11 If the assessment reveals that the fault is due to the goods being damaged, defaced or misused we reserve the right to invoice
you for the assessment, the cost of sending the item back to us as well as the return delivery costs.
15.12 In the event that you are invoiced for the assessment and/or delivery costs, this will need to be settled before the goods are
returned to you.
15.13 Should such an invoice become overdue, we reserve the right to invoice you for storage charges. If the storage charges exceed
the value of the goods we reserve the right to sell them in order to clear any overdue balance.
30 days to 6 months – Right to Repair or Replacement
15.14 If a fault occurs after 30 days you have the right to request a repair or replacement of the faulty goods.
15.15 To exercise your right to repair or replacement you must notify us within 6 months of the date on which you received your order.
You can do this by emailing [email protected] or calling 01837 811741. Please include your name, address, order
number, phone number and email address.
15.16 After notifying us that you wish to exercise your right of repair or replacement, we will arrange for the goods to be collected (at
our cost) and brought back for assessment.
15.17 It is your responsibility to drain fuel and oil for transport. Failure to do so may result in the courier refusing transportation.
15.18 We aim to assess goods within 7 days of receipt.
15.19 Upon confirmation of the fault, a repair or replacement will be offered (whichever is cheaper as decided by us).
15.20 If no fault is established, the right to repair/replacement does not apply. You will be responsible for the cost of sending the item
back to us, as well as the return delivery costs to you.
15.21 If the assessment reveals that the fault is due to the goods being damaged, defaced or misused we reserve the right to invoice
you for the assessment, the cost of sending the item back to us as well as the return delivery costs to you.
15.22 In the event that you are invoiced for the assessment and/or delivery costs, this will need to be settled before the goods are
returned to you.
15.23 Should such an invoice become overdue, we reserve the right to invoice you for storage charges. If the storage charges exceed
the value of the goods we reserve the right to sell them in order to clear any overdue balance.
30 days to 6 months – After One Attempt at Repair or Replacement – Right to Price Reduction or Final Right to Reject
15.24 If after at least one attempt at repair or replacement the goods are still faulty, you are entitled to ask for a price reduction or to
reject the goods and request a refund. In these circumstances the refund may be reduced to take into account to amount of
time that you have had the goods and the amount they have been used.
15.25 Should you wish to exercise your right to a price reduction or your final right to reject, you will need to notify us within 6 months
of the date on which you received your order. You can do this by emailing [email protected] or calling 01837
811741. Please include your name, address, order number, phone number and email address.
15.26 In the event that you have requested a price reduction, we aim to confirm details of the proposed reduction within 7 days.
15.27 Refunds will be processed within 14 days of your acceptance.
15.28 Unless otherwise agreed, refunds will be made to the same payment method used for the purchase.
15.29 In the case of you notifying us that you wish to exercise your final right to reject, we will arrange for the goods to be collected (at
our cost) and brought back for assessment.
15.30 It is your responsibility to drain fuel and oil for transport. Failure to do so may result in the courier refusing transportation.
15.31 We aim to assess goods within 7 days of receipt.
15.32 Upon confirmation of the fault, a refund will be issued. The refund will take into account the amount of time you have had the
goods and the amount that they have been used.
15.33 Refunds will be processed within 14 days of assessment. Any standard outbound delivery costs will also be refunded.
15.34 Refunds for parts and / or machines that are returned damaged, defaced or with bits missing will be reduced to reflect any
reduction in value in the items.
15.35 Unless otherwise agreed, refunds will be made to the same payment method used for the purchase.
15.36 If no fault is established, the final right to reject does not apply and you will not be entitled to a refund. You will also be
responsible for the cost of sending the item back to us, as well as the return delivery costs.
15.37 If the assessment reveals that the fault is due to the goods being damaged, defaced or misused we reserve the right to bill you
for the assessment, the cost of sending the item back to us as well as the return delivery costs.
15.38 In the event that you are invoiced for the assessment and/or delivery costs, this will need to be settled before the goods are
returned to you.
15.39 Should such an invoice become overdue, we reserve the right to invoice you for storage charges. If the storage charges exceed
the value of the goods we reserve the right to sell them in order to clear any overdue balance.
16. Liability
16.1 Unless agreed otherwise, if you do not receive goods ordered by you within 30 days of the date on which you ordered them
and decide to cancel the order rather than re-arrange delivery (in accordance with clause 11), we will provide you with a full
refund.
16.2 We are only responsible for losses that are a natural, foreseeable consequence of our breach of these terms and conditions. We
do not accept liability if we are prevented or delayed from complying with our obligations set out in these terms and conditions
by anything you (or anyone acting with your express or implied authority) does or fails to do, or is due to events which are
beyond our reasonable control.
16.3 Furthermore, we do not accept liability for any losses related to any business of yours including but not limited to: lost data, lost
profits, lost revenues or business interruption.
16.4 You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import
or other permits to purchase goods from our site. The importation or exportation of certain of our goods to you may be
prohibited by certain national laws. We make no representation and accept no liability in respect of the export or import of the
goods you purchase.
16.5 Notwithstanding the foregoing, nothing in these terms and conditions is intended to limit any rights you might have as a
consumer under applicable local law or other statutory rights that may not be excluded nor in any way to exclude or limit our
liability to you for any death or personal injury resulting from our negligence. You have certain rights as a consumer including
legal rights (e.g. under the Act) relating to faulty and/or misdescribed goods.
17. Notices
Unless otherwise expressly stated in these terms and conditions, all notices from you to us must be in writing and sent to our
contact address at NDM Distribution Limited Units 1-3 Hatchmoor Industrial Estate, Hatherleigh EX20 3LP and all notices from us
to you will be displayed on our website from time to time.
18. Changes to legal notices
We reserve the right to change these terms and conditions from time to time and you should look through them as often as
possible.
19. Law, jurisdiction and language
This website, any content contained therein and any contract brought into being as a result of usage of this website are
governed by and construed in accordance with English law. Parties to any such contract agree to submit to the exclusive
jurisdiction of the courts of England and Wales. All contracts are concluded in English.
20. Invalidity
If any part of these terms and conditions is unenforceable (including any provision in which we exclude our liability to you) the
enforceability of any other part of these conditions will not be affected.
21. How we may use your personal information
We will only use your personal information as set out in our privacy policy https://www.lumag-gb.co.uk/privacy-policy.
22. Third party rights
Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.
business to business ONLINE terms and conditions for the sale of goods
These online terms and conditions for the sale of goods for businesses form the basis on which you can visit our website and the terms and conditions on which we supply goods to you.
Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information. Please read them carefully as they contain important information.
Are you a business customer or a consumer? You are a business customer if:
· You are are operating under a business name,
· You are purchasing from our Trade website, or
· You are buying products from us wholly or mainly for use in connection with your trade, business, craft or profession.
We have different terms and conditions in place for consumers.
General terms and conditions
This site is owned and operated by NDM Distribution Limited of Jacob’s Pool House, 11 West Street, Okehampton, Devon, England, EX20 1HQ. If you have any queries about these terms and conditions or if you have any comments or complaints on or about our website, you can contact us at [email protected] or 01837 811741.
1. Definitions
Seller Means NDM Distribution Limitedof Jacob’s Pool House, 11 West Street, Okehampton, Devon, England,
EX20 1HQ.
Buyer The person who buys or agrees to buy the goods from the Seller.
Conditions The terms and conditions of sale as set out in this document and any special terms and conditions
agreed in writing by the Seller.
Goods The items which the Buyer agrees to buy from the Seller.
Price The price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
2. Conditions
2.1 These Conditions shall form the basis of the contract between the Seller and the Buyer in relation to the sale of Goods,
to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other
conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other
document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Seller pursuant to these
Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these
Conditions.
3. Price
The Price shall be the amount stated on the order pages of the website and subsequent invoice.
4. Payment and Interest
4.1 Payment of the Price and VAT shall be due by the date stated on the Seller’s invoice.
4.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the
date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such
interest shall accrue after as well as before any judgment.
4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted
by the Seller.
5. Goods
5.1 The Goods are set out in the Buyer’s order.
5.2 The Seller reserves the right to amend or change the specification of the Goods if required by any applicable statutory or
regulatory requirements.
6. Warranties
6.1 The Seller warrants that on delivery the Goods shall:
6.1.1 conform with their description;
6.1.2 be of satisfactory quality with the meaning of the Sale of Goods Act 1979; and
6.1.3 be fit for purpose.
7. Delivery of the Goods
7.1 Delivery of the Goods shall be made to the address specified by the Buyer when placing the order. The Buyer shall make
all arrangements necessary to take delivery of the Goods on the day notified by the Seller for delivery or, if no date is
specified, from the day after dispatch.
7.2 The Seller undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not
guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 The Seller shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late
delivery or short delivery of the Goods. If short delivery does take place, the Buyer may not reject the Goods but shall
accept the Goods delivered as part performance of the contract.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been
agreed, when the Goods are ready for despatch, the Seller shall be entitled to store and insure the Goods and to charge
the Buyer the reasonable costs of doing so, as well as charging for redelivery.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods the day they are delivered to the Buyer.
8.2 The Buyer shall carry out a thorough inspection of the Goods straight away
8.3 If the Buyer believes that the Seller has delivered, or the Buyer has collected, Goods which are in breach of clause 6.1, the
Buyer must:
8.3.1 notify the Seller (in writing), with full details within 2 business days of delivery or collection of the Goods and, at the
Sellers option:
8.3.2 give the Seller a reasonable opportunity to examine the Goods which may include, allowing the Seller to attend the
Buyers premises; or
8.3.3 return such Goods to the Sellers place of business at the Buyer’s costs for their inspection.
8.4 Subject to clause 6.5, if, following the Sellers inspection of the Goods, the Goods are found to be in breach of clause 6.1
and the Buyer has complied with those conditions in 6.3 in full, the Seller will (at its option):
8.4.1 Repair the Goods, replace the Goods or credit the price paid for such Goods.
8.5 The Seller shall not be liable for the Goods’ failure to comply with the warranty in clause 6.1 if:
8.5.1 The Buyer makes further use of such Goods after giving notice in accordance with clause 6.3.1;
8.5.2 the defect arises because the Buyer failed to follow the Sellers oral or written instructions as to the storage, installation,
use or maintenance of the Goods or (if there are none) good trade practice;
8.5.4 the Buyer alters or repairs such Goods without the Sellers written consent; or
8.5.5 the defect arises as a result of fair wear and tear, accidental damage, wilful damage, negligence, poor maintenance or
misuse.
8.6 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to
reject Goods which are not in accordance with the contract.
9. Title and risk
9.1 Risk shall pass on delivery of the Goods to the address specified on the Buyer’s order.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with the Seller and shall not pass to the Buyer
until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until title passes the Buyer shall hold the Goods as bailee for the Seller and shall store or mark them so that they can at
all times be identified as the property of the Seller.
9.4 The Seller may at any time before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or
otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or
occupied by the Buyer.
9.5 The Seller may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the
Buyer.
10. Carriage of Goods
Carriage will be chargeable on all Mainland UK deliveries under £500.00 (exc VAT), at the rate specified when placing the
order. The Buyer may be required to pay extra for delivery to the Highlands, Grampion, Isle of Wight, the Isle of Man, the
Scottish Isles, Northern Ireland and the Channel Isles.
11. Return of Goods and Cancellation
11.1 For the avoidance of doubt and excluding where clause 8.3 applies, The Seller will accept the return of Goods from the
Buyer only:
11.1.1 at the Buyers risk and expense;
11.1.2 by prior arrangement (confirmed in writing by the Seller);
11.1.3 provided the Goods are, in the Sellers opinion, as fit for sale on their return as they were on delivery; and
11.1.4 on payment of an agreed admin fee of £30.00 plus a 10% surcharge which the parties agree is reasonable and
proportionate to protect the Sellers legitimate interest in performance under the Contract.
11.1.5. If on inspection by the Seller this clause 11.1 has not been complied with, the Seller shall not
be obliged to accept the Goods for return.
11.2 In exceptional circumstances, the Seller may agree to accept the return of used Goods from the Buyer only:
11.2.1 at the Buyers risk and expense;
11.2.2 by prior arrangement (confirmed in writing by the Seller);
11.2.3 on payment of an agreed admin fee of £30.00 plus the applicable surcharge, set out below, which the parties agree is
reasonable and proportionate to protect the Sellers legitimate interest in performance under the Contract.
11.2.3.1 Grade B (items which have been opened/inspected/tested with no damage and are returned in the original packing). For
example, driving a dumper briefly in a clean area (not using for a short time) – 15%;
11.2.3.2 Grade C (items which are returned used, for a short period of time, but in good condition with no damage) – 30%; or
11.2.3.3 Grade D (items which are returned heavily used and/or damaged) the reduction will be calculated on a case by case
basis, depending on condition.
11.2.4 After the Contract comes into existence in accordance with clause 2.3, the Buyer may not cancel the Order unless the Seller
agrees in writing.
11.2.5 If the Order is cancelled under clause 11.1 the Buyer shall pay the Seller the cost of all stock (finished or unfinished) that
we may then hold (or to which we are committed) for that Order.
11.2.5 For the avoidance of doubt, any returns will be credited by way of credit note.
12. Limitation of Liability
12.1 Nothing in these Conditions shall limit or exclude the Seller’s liability for:
12.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
12.1.4 defective products under the Consumer Protection Act 1987.
12.1.5 any matter in respect of which it would be unlawful for the Contractor to exclude or restrict liability.
12.2 Subject to clause 12.1:
12.2.1 the Seller shall under no circumstances whatever be liable to the Buyer, 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
12.2.2 the Seller’s total liability to the Buyer 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
£2,000,000.00.
12.3 The Seller has given commitments as to compliance of the Goods with relevant specifications in clauses 6.1. In view of
these commitments, 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.
12.4 Clause 12 shall survive termination of the Contract.
13. Notices/Communications
13.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing,
addressed to that party at its registered office 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, or sent by pre-paid first class post or other
next working day delivery service, commercial courier, or e-mail.
13.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the
address stated in this Agreement or to such other address (being in Great Britain) as the addressee may from time to
time have notified for the purpose of this Clause; 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 ore-mail, one Business Day after transmission.
13.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
14. Entire Agreement
14.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous
agreements, promises, assurances, warranties, representations and understandings between them, whether written or
oral, relating to its subject matter.
14.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty
(whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no
claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
15. Force Majeure
15.1 If either party to this Agreement is prevented or delayed in the performance of any of its respective obligations under
this Agreement by “force majeure”, then such party shall be excused the performance for so long as such cause of
prevention or delay shall continue;
15.2 For the purpose of this Agreement ‘force majeure’ shall be deemed to be any cause affecting the performance of this
Agreement arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such
party and inter alia including, but not limited to the following:
15.2.1 Strikes, lockouts or other industrial action;
15.2.2 Terrorism, civil commotion, riot, invasion, war threat or preparation for war;
15.2.3 Fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic, bad weather or other natural physical disaster;
15.2.4 Impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; and
15.2.5 Political interference with the normal operations.
16. Survival of Causes of Action
The termination of this Agreement howsoever occurring shall not affect the rights and liabilities of the parties already
accrued at such time nor affect the continuance in force of such of its provisions as are expressed as or capable of
having effect after such termination.
17. Severability
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent
jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full
force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
18. Waiver
A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver
of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract
or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
19. Variation
19.1 No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorised
representatives).
19.2 The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
20. Law and Jurisdiction
20.1 This Agreement 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.
20.2 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 Agreement or its subject matter or formation (including non-
contractual disputes or claims).
