William Smith Group 1832 Limited – Terms and Conditions of Sale
It is agreed
1. About us
1.1 Company details. William Smith Group 1832 Limited (company number 00844451) (we and us) is a company registered in England and Wales and our registered office is at Grove Works, Queen Street, Barnard Castle, County Durham, DL12 8JQ. Our VAT number is GB 257 5518 37.
1.2 Contacting us. To contact us telephone our customer service team at 01833 690 305 or email info@smithtradesignage.co.uk. How to give us formal notice of any matter under the Contract is set out in clause 15.2.
2. Our contract with you
2.1 Our contract. These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2.2 Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 Language. These Terms and the Contract are made only in the English language.
2.4 Your copy. You should print a copy of these Terms or save them to your computer for future reference.
3. Placing an order and its acceptance
3.1 Placing an online order.
3.1.1 Please follow the onscreen prompts to place an order. Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.1.2 Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any Specification submitted by you is complete and accurate.
3.2 Placing an order by phone.
3.2.1 To place an order by phone, please contact our sales team on 01833 690 305 . Each order is an offer by you to buy the Goods specified in the order subject to these terms
3.2.2 To correct an order placed by phone please contact our sales team on 01833 690 305 following receipt of our email acknowledging your order. We will endeavour to correct any errors in your order; however, this will not be possible where your order has already been dispatched. Where the order is for Goods customised to your Specification, or for non-stocked Goods, it will not be possible to amend your order where work has commenced on customising the Goods to your Specification or, in the case of non-stocked Goods once we have placed our order with our supplier for the non-stocked Goods. You are responsible for ensuring that your order and any Specification submitted by you is complete and accurate.
3.3 Placing a written order.
3.3.1 To place an order in writing (including email) orders should be sent to info@smithtradesignage.co.uk. Each order is an offer by you to buy the Goods specified in the order subject to these terms.
3.3.2 Following receipt of your order we will issue you with an email acknowledging receipt of your order. If you notice any errors in your order on the acknowledgement, you should contact us via phone or email to correct these errors, however, this will not be possible where your order has already been dispatched. Where the order is for Goods customised to your Specification, or for non-stocked Goods, it will not be possible to amend your order where work has commenced on customising the Goods to your Specification or, in the case of non-stocked Goods once we have placed our order with our supplier for the non-stocked Goods. You are responsible for ensuring that any order placed with us and any Specification is complete and accurate
3.4 Accepting your order. Our acceptance of your order takes place when we send the email to you to accept it, at which point the Contract between you and us will come into existence.
3.5 If we cannot accept your order. If we are unable to supply you with the Goods for any reason, we will inform you of this by email/call and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
4. Our goods
4.1 The images of the Goods on our site are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. The colour of your Goods may vary slightly from those images.
4.3 The packaging of your Goods may vary from that shown on images on our site.
4.4 To the extent that the Goods are to be manufactured or altered by us in accordance with a Specification supplied by you, you 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 4.4 shall survive termination of the Contract.
4.5 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
5. Returns and refund
5.1 Except where clause 11 applies, no returns shall be accepted.
6. Delivery, transfer of risk and title
6.1 We will contact you with an estimated delivery date, which will be confirmed on your Dispatch Confirmation. Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 14 (Events outside our control) for our responsibilities when this happens.
6.2 Delivery is complete once:
6.2.1 the Goods have been unloaded at the address for delivery set out in your order and the Goods will be at your risk from that time; or
6.2.2 where it has been agreed that you will collect the Goods from our premises, once the goods are loaded onto your, or your courier’s, vehicle and the Goods will be at your risk from this time.
6.3 Title to the Goods will pass to you once we have received payment in full, including of all applicable delivery charges.
6.4 If we fail to deliver the Goods, our liability is limited to the cost of obtaining replacement goods of a similar description and quality in the cheapest market available, less the price of the Goods. However, we will not be liable to the extent that any failure to deliver was caused by an Event Outside Our Control, or because you failed to provide adequate delivery instructions or any other instructions that are relevant to the supply of goods.
7. International delivery
7.1 You may place an order for Goods from outside the UK, for delivery to an address in the UK. Alternatively, you can contact one of our sales representatives who will be able to discuss options regarding international delivery.
8. Price of goods and delivery charges
8.1 The prices of the Goods will be as quoted at the time you submit your order, or as shown on your order acceptance email. For our online orders we take all reasonable care to ensure that the prices of Goods are correct at the time when the relevant information was entered onto the system. However, please see clause 8.5 for what happens if we discover an error in the price of Goods you ordered via our site.
8.2 Prices for our Goods may change from time to time, but changes will not affect any order you have already placed.
8.3 The price of Goods excludes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being. However, if the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in VAT takes effect.
8.4 The price of the Goods does not include delivery charges. Our delivery charges are as advised to you during the check-out process, before you confirm your order. To check relevant delivery charges, please refer to our Delivery Charges page [INSERT HYPERLINK].
8.5 We sell a large number of Goods through our site. It is always possible that, despite our reasonable efforts, some of the Goods on our site may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that:
8.5.1where the Goods' correct price is less than the price stated on our site, we will charge the lower amount when dispatching the Goods to you; and
8.5.2 if the Goods' correct price is higher than the price stated on our site, we will contact you in writing as soon as possible to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. However, if we mistakenly accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
9. How to pay
9.1 We accept payment via the following methods: Visa, Visa Debit, Mastercard, Mastercard Debit, Amex and, for telephone orders, BACS. For cash accounts, payment for the Goods, all applicable delivery charges and VAT must be made at the time the order is placed.
9.2 For new cash accounts, our preferred method of payment is by BACS. If the payment is made by debit or credit card, the delivery address must be the same as the card address. We cannot accept orders if this is not the case.
9.3 Where you have a credit account, the Goods shall be invoiced for on dispatch and the invoice shall be payable within 30 days of the end of the month of the invoice, unless otherwise agreed.
10. Manufacturer's guarantee
Some of the Goods we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Goods.
11. Our warranty for the goods
11.1 The Goods are intended for use only in the UK. We do not warrant that the Goods comply with the laws, regulations or standards outside the UK.
11.2 We provide a warranty that on delivery, the Goods shall:
11.2.1 subject to clause 4, conform in all material respects with their description;
11.2.2 be free from material defects in design, material and workmanship;
11.2.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
11.2.4 be fit for any purpose held out by us.
11.3 Subject to clause 11.5, if:
11.3.1 for claims that some or all of the Goods do not comply with the warranty set out in clause 11.2, or for a shortage of Goods you give us notice in writing within 7 days of delivery;
11.3.2 we are given a reasonable opportunity of examining the Goods; and
11.3.3 we ask you to do so, you return the Goods to us at our cost,we will, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
11.4 For claims of non-delivery of goods, claims should be notified to us within 14 days of the proposed delivery date. If notified withing 14 days we will, at our option, re-arrange delivery of the Goods or refund the price of the non-delivered Goods in full.
11.5 We will not be liable for breach of the warranty set out in clause 11.2 if:
11.5.1 you make any further use of the Goods after giving notice to us under clause 11.3;
11.5.2 the defect arises as a result of us following any drawing, design or specification supplied by you;
11.5.3 you alter or repair the Goods without our written consent;
11.5.4 the defect arises because you failed to follow our oral or 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;
11.5.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
11.5.6 the Goods differ from their description or specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
11.6 We will only be liable to you for the Goods' failure to comply with the warranty set out in clause 11.2 to the extent set out in this clause 11.
11.7 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.
11.8 These Terms also apply to any repaired or replacement Goods supplied by us to you.
12. Our liability: your attention is particularly drawn to this clause
12.1 References to liability in this clause 12 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
12.2 Nothing in these Terms limits or excludes our liability for:
12.2.1 death or personal injury caused by our negligence;
12.2.2 fraud or fraudulent misrepresentation;
12.2.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
12.2.4 any other liability that cannot be limited or excluded by law.
12.3 Subject to clause 12.2, we will under no circumstances be liable to you for:
12.3.1 any loss of profits, sales, business, or revenue;
12.3.2 loss or corruption of data, information or software;
12.3.3 loss of business opportunity;
12.3.4 loss of anticipated savings;
12.3.5 loss of goodwill; or
12.3.6 any indirect or consequential loss.
12.4 Subject to clause 12.2, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed the order value of the Goods in question including any applicable VAT and delivery charges.
12.5 Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Goods. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Goods are suitable for your purposes.
13. Termination
13.1 Without limiting any of our other rights, we may suspend the supply or delivery of the Goods to you, or terminate the Contract with immediate effect by giving written notice to you if:
13.1.1 you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 5 days of you being notified in writing to do so;
13.1.2 you fail to pay any amount due under the Contract on the due date for payment;
13.1.3 you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
13.1.4 your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
13.2 Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
13.3 On termination or expiry of the Contract the following terms will continue with full force and effect:2.1, 2.2, 4.4, 6, 8, 10, 11, 12, 14, 15 and 16.
14. Events outside our control
14.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).
14.2 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
14.2.1 we will contact you as soon as reasonably possible to notify you; and
14.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Goods to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
14.3 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 90 days. To cancel please contact us. If you opt to cancel, you will return (at our cost) any relevant Goods you have already received and we will refund the price you have paid, including any delivery charges.
15. Communications between us
15.1 When we refer to "in writing" in these Terms, this includes email.
15.2 Any notice or other communication given under or in connection with the Contract must be in writing and be delivered by hand, sent by pre-paid first class post or other next working day delivery service, or by email to the address specified in writing from time to time.
15.3 A notice or other communication is deemed to have been received:
15.3.1 if delivered by hand, at the time the notice is left at the proper address;
15.3.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
15.3.3 if sent by email, at 9.00 am the next working day after transmission.
15.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
15.5 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
16.General
16.1 Assignment and transfer.
16.1.1 We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.
16.1.2 You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
16.2 Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
16.3 Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
16.4 Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
16.5 Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
16.6 Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.
