Terms and Conditions of Sale
1. Understanding these terms
1.1 These terms and conditions (“Terms and Conditions”) set out the terms on which you may order the products available on the Website (“Products”). The Terms and Conditions will become binding on you when you submit an order for Products via the Website and will be incorporated into the contract between you and us in relation to such order for Products (“Contract”).
1.2 When certain words and phrases are used in these Terms and Conditions, they have specific meanings (these are known as “defined terms”). You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). Where a defined term is used, it has the meaning given to it in the section of these Terms and Conditions where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks).
1.3 In these Terms and Conditions, when we refer to “we”, “us” or “our”, we mean the Company; and when we refer to “you” or “your” we mean you, the person making an order for Products.
1.4 Please note that:
2. Ordering Products
2.1 If you are acting for purposes relating to your trade, business, craft or profession (a “Business Customer”), these Terms and Conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.2 You must be at least 18 years old to place an order for Products via the Website (an “Order”).
2.3 Prior to submitting an Order, you should check all of the information that you enter and correct any errors before submitting your Order, as once your Order is submitted we will begin processing it immediately. Please note that the Website is intended for English-speaking customers only and all orders placed and processed via the Website shall be in the English language. These Terms and Conditions will not be filed by us with your Order.
2.4 Your Order constitutes an offer to us. When you place an Order, we will send you an email acknowledging receipt of your Order (“Order Acknowledgment”). Please note the Order Acknowledgement does not constitute our acceptance of your Order.
2.5 We will confirm our acceptance of your Order immediately prior to dispatch of the Products by sending you an email confirming the information you included in your Order and providing delivery details (the “Confirmation Email”). Unless you have cancelled your Order prior to this point or we have notified you that we cannot accept your Order, these Terms and Conditions and the Order will become legally binding on you and us when we send you the Confirmation Email and each Order shall incorporate the Terms and Conditions and shall be a new and separate Contract between you and us.
A. Delivery to your address
3.1 Please note that Orders can only be delivered to addresses in the United Kingdom mainland (excluding Northern Ireland).
3.2 The costs of delivery (if any) will be as displayed to you on the Website.
3.3 We will provide you with delivery details during the Order process, and will confirm such delivery details in the Confirmation Email.
3.4 If our supply of the Products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.
3.5 Where we indicate on the Website that a health and safety data sheet (“Data Sheet”) will be supplied with a Product, you must ensure that you receive and fully understand the appropriate Data Sheet and that you comply with all of its requirements. You should immediately contact us if you have not been supplied with any such Data Sheet(s) as part of your Order. If you are a Business Customer, you further undertake to draw the attention of your customers, employees, contractors and agents to the content of the relevant Data Sheet.
3.6 If no one is available at your address to take delivery of the Products, we will leave you a note informing you of how to rearrange delivery or collect the Products from the Johnstone’s Decorating Centre (“JDC”) specified in your Order.
3.7 If you do not collect the Products from the applicable JDC as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from the applicable JDC we will contact you to discuss further. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may cancel the Contract and Clause 13.2 will apply.
3.8 A Product will be your responsibility from the time we deliver the Product to the address you gave us. You own a Product once we have received payment in full.
B. Click and collect from the Johnstone’s Decorating Centre (“JDC”) specified in your Order
3.9 Please note that the option to click and collect is only available from a JDC that is situated in the United Kingdom mainland (excluding Northern Ireland).
3.10 We will provide you with the name and address of the JDC from which you will collect the Products during the Order process. We will also confirm the name and address of the JDC from which you will collect the Products. Subject to the Products being in stock at the JDC specified in your Order, the earliest date on which you can collect them shall be based on the lead times set out on the Website (“Collection Date”). For any items that are unavailable, we will aim to source them and have them ready for you as soon as possible. In such case, our store team will be in contact with you within 1 hour of receiving your order to discuss your options.
3.11 Clauses 3.4 and 3.5 shall apply to click and collect Orders.
3.12 We shall hold the Products at the applicable JDC for a period of 14 days from and including the Collection Date. If, upon the expiry of that period, you have not collected the Products we may cancel the Contract and Clause 13.2 shall apply.
3.13 A Product will be your responsibility from the time you collect it from the applicable JDC. You own a Product once we have received payment in full.
If you are a Consumer
If you are acting for purposes that are wholly or mainly outside your trade, business, craft or profession (a "Consumer"), Clauses 3.14 to 3.16 apply.
3.14 You have legal rights if we deliver the Products late. If we miss the delivery deadline for any Products then you may cancel the Contract straight away if any of the following apply:
3.14.1 we have refused to deliver the Products;
3.14.2 delivery within the delivery deadline was essential (taking into account all the relevant circumstances); or
3.14.3 you told us before we accepted your Order that delivery within the delivery deadline was essential.
3.15 If you do not wish to cancel the Contract straight away, or do not have the right to do so under Clause 3.14 , you can give us a new deadline for delivery, which must be reasonable, and you can cancel the Contract if we do not meet the new deadline.
3.16 If you do choose to cancel the Contract for late delivery under Clause 3.14 or Clause 3.15, you can cancel your Order for any of the Products or reject Products that have been delivered. If you wish, you can reject or cancel the Order for some of those Products (not all of them), unless splitting them up would significantly reduce their value. After that, we will refund any sums you have paid to us for the cancelled Products and their delivery. If the Products have been delivered to you, you are obliged to return them to the JDC referenced in the Order: a) by hand; or b) arrange their return via a delivery service authorised by us (for which please contact us for details). Please note that, with regard to returns, we do not offer a collection service whereby we or a third party would collect the Products from the delivery address or other location. If we require you to return the Products due to their alleged late delivery, the provisions of Clauses 10.9 to 10.11 (inclusive) shall apply and we will pay the reasonable and proper costs of such return. Please contact us using the details set out in Clause 25 if you wish to return the Products.
If you are a Business Customer, Clauses 3.17 to 3.23 apply.
3.17 If you are a Business Customer: (i) we shall use our reasonable endeavours to deliver or arrange for collection of the Products on the estimated delivery date, but time of delivery is not of the essence; and (ii) we may make delivery or arrange for collection of the Products in advance of the delivery date upon giving reasonable notice to you.
3.18 You shall sign all appropriate paperwork required by us before accepting the Products.
3.19 You shall ensure that all Products are safely and lawfully received, stored, used or applied pursuant to all relevant Data Sheets, applicable laws and regulations and, in the case of performance coatings products of any kind (“PC Products”), by professionally qualified and competent persons. We shall bear no liability howsoever arising from your failure to comply with this Clause 3.19.
Delivery to your address or click and collect from a JDC
3.20 Delivery of an Order shall be complete once the Products are unloaded at the address submitted by you when you placed your Order, at which point risk in the Products shall pass to you. In the case of a click and collect Order, the Order shall be complete once you have collected the Products from the applicable JDC, at which point risk in the Products shall pass to you.
3.21 A. Delivery – You will provide, without causing any material delay to us or our agents, safe and proper means of access to and egress from such place and suitable facilities for the unloading of the Products (including where reasonably needed, the attendance of your representative at such delivery) (“Delivery Conditions”). If the Delivery Conditions are not met or no one is available at your premises to accept delivery of the Products, the applicable JDC shall leave a note in accordance with Clause 3.6 and the applicable JDC shall make one further delivery attempt. If, once again, the Delivery Conditions not met or no one is available at your premises to accept delivery of the Products, we shall leave a note in accordance with Clause 3.6. If, from and including 7 calendar days of the date the Products were stored at the applicable JDC following the the applicable JDC’s second delivery attempt (“Storage Period”), you have not collected the Products, we shall cancel the Contract. B. Click and collect – If you do not collect the Products from the applicable JDC within the collection period specified in Clause 3.12, we shall cancel the Contract. If we cancel the Contract, we shall refund the price of the Products to you (if such price has been paid by you) in accordance with Clause 3.7 or 3.12 (as applicable), but only to the extent that the Contract does not consist of Products that have been tinted on a bespoke basis at your express request or any other products that we create to your specification or are clearly personalised (“Tinted Products”). We shall not be liable to refund you for the price paid for any Tinted Products. Where any Products (including Tinted Products) have not been collected from the applicable JDC’s local depot within the Storage Period or (in the case of click and collect Orders) within the collection period specified in Clause 3.12, we shall at our discretion and without any further liability to you, be entitled to dispose of or redistribute the Products as we see fit.
3.22 We shall not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered or incurred by you as a consequence of any delay in delivery.
3.23 You shall inspect all Products delivered within 2 (two) Working Days (a “Working Day” meaning a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business) of the date of delivery. If you wish to make any claim in respect of any delivered Products you consider are not in compliance with the Contract, you shall notify us in writing within 2 (two) Working Days of the date of delivery. If no such claim is received, we shall be released from any liability in respect of damage or loss in transit or short delivery.
4. RETENTION OF TITLE
This Clause 4 applies to Business Customers only.
4.1 Notwithstanding delivery of the Products or the passing of risk in them as set out in Clause 3, title in the Products shall not pass to you until (a) you have paid us for the Products in full and (b) no other sums are then outstanding from you to us on any account whatever whether or not such sums have become due for payment.
4.2 Until title in the Products passes to you:
4.2.1 you shall hold them as our fiduciary agent and bailee, and keep them properly stored, protected and insured;
4.2.2 we shall be entitled at any time to require you to deliver up the Products to us forthwith, failing which we may enter upon your premises or the third party’s premises where such Products are stored and mark, identify and repossess such Products.
4.3 If we exercise any of its rights under Clause 4.2, your right to sell, dispose of, deal or in any way use Products in which title has not passed to you shall cease forthwith. This Clause 4.3 is without prejudice to any other rights and remedies available to us.
4.4 You shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products, which remain our property.
This Clause 5 applies to Business Customers only.
5.1 By their nature the type of Products supplied by us may vary from their precise specification depending on the raw materials and formulation used. We do not warrant precise compliance with technical or data sheets and labels describing the Products. We warrant that the Products will be within the tolerances specified by us.
5.2 Any quantities stated by us are not binding on us. They are commercial estimates only, which we will make reasonable efforts to achieve.
5.3 We reserve the right to use alternative raw materials or formulations in manufacturing the Products without notice to you provided that the Products shall not be rendered unfit for the purposes communicated by you to us. Minor changes in the colour, appearance or performance in the Products as a result shall not be actionable by you.
5.4 Subject always to Clause 12.1 below, 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.
5.5 These Terms and Conditions shall apply to any repaired or replacement Products supplied by us.
5.6 We give no undertaking or warranty that when the Products are supplied in containers of whatsoever description, such containers are fit to withstand transport to any place or by any method other than that specified (if any).
6. TECHNICAL ADVICE AND ASSISTANCE
6.1 You are solely responsible for ensuring that the execution of any work related to the Products including (without limitation) their application and application quality checks are performed by professionally qualified and competent persons. We give no warranty or representation that any advice or guidance given with respect to the Products, their use or application is correct.
6.2 If you are a Business Customer, we exclude all liability including (without limitation) all losses or claims that may arise as a result of your reliance on such technical advice or guidance.
7. MANUFACTURER’S GUARANTEE
7.1 If the Products sold by us come with a third party manufacturer’s guarantee, the applicable terms and conditions or other relevant documentation supplied by the third party manufacturer shall be provided with the Products. It shall be your responsibility to take all appropriate steps to ensure that you obtains the full benefit of the guarantee including (without limitation) registration of the guarantee.
8. EFFECT OF DEFAULT BY YOU
This Clause 8 applies to Business Customers only.
8.1 If you do not pay us in full when due, suspend payment, reject a delivery, compound or make any arrangement or assignment for its creditors’ benefit, cease to trade, are the subject of a voluntary or involuntary filing or proceeding for insolvency, or of a petition for the appointment of an administrator, administrative receiver or liquidator over any of your assets, or such an appointment is made, or an order or effective resolution is made or passed for your dissolution, winding up or bankruptcy, or you enter into bankruptcy, liquidation or other form of insolvency, or we perceive you to be in financial difficulties, then all sums outstanding in respect of Products shall become payable immediately. We may in our absolute discretion and without prejudice to our other rights and remedies:
8.1.1 cancel an Order submitted by you without liability upon our part;
8.1.2 suspend all future deliveries of Products to you and/or terminate the Contract without liability upon our part;
8.1.3 require payment of interest on all amounts due at a daily rate equivalent to 4% per annum above the base rate of Lloyds TSB Bank Plc from time to time in force on the balance outstanding until payment is made in full, such interest to accrue after as well as before any judgement; and/or
8.1.4 exercise any of our rights pursuant to this Clause 8.
8.2 Unless we expressly elect otherwise, any Contract between us and you shall remain in existence notwithstanding any exercise by us of our rights under this Clause 8.
9.1 The prices for the Products and delivery (if applicable) are set out on the Website and are inclusive of VAT.
9.2 It is always possible that, despite our best efforts, some of the Products may be incorrectly priced. We will normally check prices before accepting your Order so that, where a Product’s correct price at the time of your Order is less than our stated price at that time, we will charge the lower amount. If the Product’s correct price at the time of your Order is higher than the price stated to you, we will contact you for your instructions before we accept your Order. If we 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 the Contract and refund you any sums you have paid.
9.3 If your payment is not authorised, your Order will not be fulfilled.
9.4 If you are a Business Customer, the following sub-clauses apply:
9.4.1 Time for payment by you shall be of the essence of the Contract;
9.4.2 You will reimburse to us all costs and expenses (including legal costs) incurred in the collection of any overdue amount;
9.4.3 You shall not be entitled to set off any sum claimed against payments due to us under any Contract.
10. Cancellation and refunds
This Clause 10 applies to Consumers only.
Cancellation/changes to an Order
10.1 You have a legal right to change your mind and cancel the Contract between you and us within 14 days of delivery of your Products without giving a reason. This right, under the Consumer Contracts (Information, Cancellation and Charges) Regulations 2013, is explained in more detail below. Please note that the right to change your mind does not apply to any Tinted Products you purchase from us (i.e. Products that have been tinted on a bespoke basis at your express request or any other products that we create to your specification or are clearly personalised).
10.2 The cancellation period will expire 14 days from the day on which you acquire, or a third party, as specified on the delivery details page of the Website, acquires, physical possession of the Products. You may cancel the Contract in respect of all Products delivered or in respect of certain of the Products only. Where you order multiple Products in one order or a Product is delivered in separate parts, lots or pieces, the cancellation period will expire 14 days from the day on which you acquire, or a third party, as specified on the delivery details page of the Website acquires, physical possession of the last Product, part, lot or piece that makes up your Order.
10.3 To exercise the right to cancel, you must inform us of your decision to cancel the Contract with us by making a clear statement (e.g. a letter sent by post or email). The easiest way to do this is to contact our Customer Services team, their contact details can be found in Clause 25. You may use the following model cancellation form but you are not required to do so:
Model Cancellation Form
To: PPG Architectural Coatings UK Limited, Huddersfield Road, Birstall, Batley, West Yorkshire, WF17 9XA
E-mail address: firstname.lastname@example.org
I/We(*) hereby give notice that I/We(*) cancel from my/our (*) contract of sale of the following goods(*)/for the provision of the following service*,
Ordered on(*) / received on(*)
Order number (on order confirmation email):
Name of consumer(s):
Address of consumer(s):
Telephone number of consumer(s):
Signature of consumer (only if this form is notified on paper)
(*) Please delete if not applicable
10.4 To meet the cancellation deadline, it is sufficient for you to send your communication concerning the exercise of your right to cancel before the cancellation period has expired.
10.5 We will send you an acknowledgement of receipt of your notice to cancel by email.
10.6 If you cancel the Contract with us pursuant to clause 10.1, we will reimburse you all payments received from you, including the cost of delivery (if any) (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us and for any deductions permitted under Clause 10.9).
10.7 We will make the reimbursement without undue delay, and not later than:
10.7.1 14 days after the day we receive back from you any Products supplied;
10.7.2 (if earlier) 14 days after the day you provide evidence that you have returned the Products; or
10.7.3 if there were no Products supplied, 14 days after the day on which we are informed about your decision to cancel this Contract.
10.8 We may withhold reimbursement until we have received the Products back or you have supplied evidence of having sent back the Products, whichever is the earliest.
How to return Products
10.9 If you wish to exercise your rights to a refund under Clause 10.6, you are obliged to return those Products to the JDC referenced in the Order at your cost: a) by hand; or b) arrange for their return via a delivery service authorised by us (for which please contact us for details). The costs of such return will be based partly on the weight of the Products and also (where a delivery service is used) a description of the Products and the class of service selected. You are obliged to send off the Products or return them by hand to the applicable JDC within 14 days of the date on which you notify is under Clause 10.3 above. Please note that, with regard to returns, we do not offer a collection service whereby we or a third party would collect the Products from the delivery address or other location. Please note that if the Products are faulty, misdescribed or not fit for purpose and you wish to exercise your rights to a refund under Clause 10.13, we may ask you to provide evidence, by contacting our Customer Services team in accordance with Clause 25, of the fault, misdescription or lack of fitness for purpose instead of you returning or arranging for the Products to the applicable JDC (as set out above in this Clause 10.9). Please contact us using the details set out in Clause 25 if you wish to return the Products.
10.10 You are responsible for taking reasonable care of the Products until they are returned to us (for example that they must be returned unused and unopened). In particular you must ensure that the Products are securely packed so as to prevent spills and damage to the Products. You must return Products to us using the return procedure outlined in Clause 10.9. We recommend that you keep proof of return to the applicable JDC. We will be unable to provide you with a full refund if the Products are not returned to us or if they are damaged when they arrive.
10.11 We may make a deduction from the reimbursement for loss in value of any Products supplied or for damage caused to any third party property, if such loss in value is the result of mishandling by you or you have breached your obligations contained in clause 10.10. You are only liable for any diminished value of the Products resulting from the unfair and/or unreasonable wear and tear of the Products other than what is necessary to establish the nature, characteristics and functioning of the Products. We may make a deduction from any reimbursement you are entitled to from us for such loss in value of any Products we supply.
10.12 We will make the reimbursement using the same means of payment as you used for the initial transaction; you will not incur any fees as a result of the reimbursement.
10.13 You have legal rights in relation to Products that are not as described, faulty or otherwise not fit for purpose. If you believe that any Products that you have ordered do not conform with these Terms and Conditions, please contact our Customer Services Team to request a replacement or refund.
10.14 If, due to unforeseen circumstances, we are unable to fulfil your Order or any of the Products in a particular Order, we will refund the value of the Product(s) that we were unable to fulfil and, if the full Order is cancelled, any delivery charges. You may obtain a refund by contacting us (see Clause 25 below for the contact details).
11.1 The images of the Products on the Website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device's display of the colours accurately reflects the colour of the Products. Your Product may vary slightly from those images.
11.2 The packaging of the Products may vary from that shown in images on the Website.
11.3 If we are making a Product to a specification you have given us, you are responsible for ensuring that such specification is correct.
11.4 If you are a Business Customer: (i) we exclude all liability for any claims that the actual paint colour may differ from its online presentation or other form of representation; and (ii) it is your responsibility to assess and verify the security, accuracy, completeness, currency and reliability of the information on the Website and to seek professional advice where necessary.
12.1 Nothing in these Terms and Conditions excludes or limits our liability for:
12.1.1 death or personal injury caused by our negligence;
12.1.2 fraud or fraudulent misrepresentation;
12.1.3 if you are a Business Customer, breach of the terms implied by section 12 of the Sale of Goods Act 1979;
12.1.4 defective products under the Consumer Protection Act 1987; and
12.1.5 any matter in respect of which it would be unlawful for us to exclude or restrict our liability.
If you are a Consumer
12.2 If we fail to comply with these Terms and Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms and Conditions or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time that the Contract between you and us for your Order became binding (i.e. when the Confirmation Email for that Order was issued).
12.3 We are under a legal duty to provide you with Products that are in conformity with the terms applying to your Order. Nothing in these Terms and Conditions affects your statutory rights. Advice about your statutory rights is available from your local Citizens' Advice Bureau or Trading Standards Office.
12.4 We only supply Products for domestic and private use. You agree not to use the Products for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.5 Notwithstanding Clause 12.2, and save as set out in Clause 12.1, our maximum liability to you under these Terms and Conditions in respect of any particular Order will be limited to the value of that Order (which includes any delivery charges) as set out in the relevant Confirmation Email.
If you are a Business Customer
12.6 Subject to Clause 12.1, we exclude liability for any defects in the Products or any loss or damage resulting therefrom unless written notice of such defects is given within 14 days after the defects could reasonably have been discovered by inspection and/or testing of the Products before or after use and in no event after expiry of their shelf life or later than 12 months after delivery of the Products, whichever comes first, even in the event of hidden defects. You shall subject the Products to adequate tests immediately after delivery and/or use as the case may be. We shall have no liability concerning a claim unless the allegedly defective Products are kept available for our agent to inspect and you provide the requested evidence.
12.7 Where a complaint or a claim is made in respect of Products proved or alleged to be defective, we may suspend further deliveries of any such Products until the validity of such complaint or claim has been finally determined, in which event the applicable delivery date(s) shall be postponed accordingly.
12.8 Subject to Clause 12.1, our liability in respect of Products proved by you to be defective is limited, as we may elect, to making good any shortage, replacing the Products or refunding all, or part of, the Contract price against return of the Products.
12.9 If, despite the limitations and exclusions contained herein or made elsewhere, we shall be found liable for any damage in contract or tort, howsoever caused, our total liability to you 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 the price paid for the Products in the Order under which the liability has arisen or, if the liability arises in respect of the Contract as opposed to an Order, a sum equal to the price paid by you for the Products.
12.10 Subject to Clause 12.1, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise for any (i) loss of profits, sales, business or revenue; (ii) loss or corruption of data, information or software; (iii) loss of business opportunity; (iv) loss of anticipated savings; (v) loss of goodwill; or (v) any indirect, special or consequential loss arising under or in connection with:
12.10.1 any of the Products, or the manufacture or sale or supply, or failure or delay in supply of the Products by us or on our part;
12.10.2 any breach by us of any of the express or implied terms of the Contract;
12.10.3 any use made or resale by you of any of the Products, or of any product incorporating any of the Products;
12.10.4 any statement made or not made, or advice given or not given, by or on our behalf; and/or
12.10.5 otherwise under the Contract.
12.11 Subject to Clause 12.1, we exclude liability for any injury, claim, loss, or expense that may arise in connection with any loading, unloading, storage, transportation, handling, sale or use of the Products by you, or on your behalf.
12.12 We exclude, to the fullest extent permitted in law, all conditions and warranties, whether express (other than as set out in these Terms and Conditions) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in your favour.
12.13 You acknowledge that the provisions of Clauses 12.6 to 12.12 are reasonable and reflected in the price which would be higher without those provisions, and you will accept such risk accordingly.
13. Suspension and termination
13.1 If you breach any of these Terms and Conditions, we may immediately do any or all of the following (without limitation):
13.1.1 issue a warning to you;
13.1.2 issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);
13.1.3 take further legal action against you;
13.1.4 disclose such information to law enforcement authorities as we reasonably feel is necessary to do so; and/or
13.1.5 cancel the Contract.
13.2 If we cancel a Contract in the situations set out in Clause 13.1 or pursuant to Clause 3.7 or 3.12, we will refund any money you have paid in advance for Products 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 breaching the Contract or your failing to take delivery under Clause 3.7 (including without limitation our reasonable delivery and collection costs) or your failing to collect under Clause 3.12. In particular, our deductions will take into any Tinted Products which you may have bought from us and for which there might be little or no residual value to us.
14. Changes to these Terms and Conditions
We may make changes to these Terms and Conditions from time to time (if, for example, there is a change in the law that means we need to change these Terms and Conditions) but the Terms and Conditions applicable at the time of your Order will apply to that Order. Please check these Terms and Conditions regularly to ensure that you understand the Terms and Conditions that apply at the time that you access and use the Website and/or order Products.
15. Other important information
15.1 Each of the clauses of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.
15.2 If we fail to insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
16. BUSINESS CUSTOMER INDEMNITY
This Clause 16 applies to Business Customers only.
You shall at all times hereafter hold harmless and indemnify us against any claims for losses, damages or expenses brought against or incurred by us, of whatsoever nature and howsoever arising, either (a) damage to property (including yours) arising out of your loading, unloading, storage, handling, transportation, sale or use of the Products, or (b) as a result of your breach of the Contract or statutory duty, negligent act or omission, or from our provision of technical advice or guidance to you pursuant to Clause 6.
17. INTELLECTUAL PROPERTY RIGHTS
17.1 In this Clause 17, "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
17.2 No warranty or representation is given by us that the Products do not infringe any Intellectual Property Rights of third parties.
17.3 If you are a Business Customer, we exclude all liability for any infringement of a third party’s Intellectual Property Rights which may arise as a result of the handling or use of the Products.
17.4 The supply of the Products by us shall not confer any right upon you to use any of our Intellectual Property Rights including (without limitation) trade marks and at all times such Intellectual Property Rights shall remain our absolute property.
17.5 You shall neither alter any packaging comprising the Products nor obliterate or obscure any warnings or advice appearing on such packaging concerning the use, storage or disposal of the Products.
18. FORCE MAJEURE
18.1 We shall be not 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 our 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), difficulties in obtaining raw materials, labour, fuel or parts, failure of energy sources or transport network, acts of God, extremes of weather, 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, pandemics or similar events, natural disasters or default of suppliers or subcontractors.
18.2 If a Force Majeure Event takes place that affects the performance of our obligations under the Contract:
18.2.1 we shall contact you as soon as reasonably possible to notify you; and
18.2.2 our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. Where the Force Majeure Event affects our delivery of Products to you, we will arrange a new delivery date with you after the Force Majeure Event is over.
18.3 Any such delay or failure on our part which is due to a Force Majeure Event shall not affect your obligation to pay for Products already delivered.
18.4 If you are a Consumer, this Clause 18 shall not affect your rights under Clauses 3.14 to 3.16.
This Clause 19 shall apply to Business Customers only.
19.1 Except as set out in these Terms and Conditions, any variation to the Contract, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by us.
This Clause 20 shall apply to Business Customers only.
20.1 Subject to Clause 20.4, any notice of other communication given under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, fax or e-mail.
20.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office address (in our case) or when left at your registered office address (in your case if you are a company) or when left at your last notified invoice address (in your case if you are a sole trader or partnership); 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; if sent by fax, at the expiration of 4 (four) hours after the time of despatch, if despatched before 3.00pm on any Working Day and in any other case at 10.00am on the next Working Day following the date of despatch, or if sent by e-mail, 1 (one) Working Day after transmission.
20.3 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 e-mail or fax, that such e-mail or fax was sent to the specified e-mail address or fax number (as applicable) of the addressee.
20.4 The provisions of this Clause 20 shall not apply to the service of any proceedings or other documents in any legal action.
21. ENTIRE AGREEMENT
This Clause 21 applies to Business Customers only.
21.1 This Contract and the documents referred to herein constitute the entire agreement and understanding of the parties relating to the subject matter of this Contract and supersedes any previous agreement or understanding between the Parties in relation to such subject matter.
21.2 Each party acknowledges that in entering into this Contract it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject-matter of this Contract at any time before its conclusion (together "Pre-Contractual Statements"), other than those which are set out in this Contract.
21.3 Each party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements.
21.4 Nothing in this Clause 21 shall exclude or restrict the liability of either party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.
22. RIGHTS OF THIRD PARTIES
These Terms and Conditions are made between you and us. No other person shall have any rights to enforce any of its terms except for any person to whom the benefit of these Terms and Conditions is assigned or transferred in accordance with Clause 23.
23.1 We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of our rights or obligations under the Contract. If you are a Consumer then in the event that we transfer our rights and obligations pursuant to this Clause 23.1 and your rights and obligations materially change under these Terms, we will notify you and you will have the right to cancel this Contract, provided we have not already delivered the Products to you.
23.2 You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract without our prior written consent.
24. GOVERNING LAW AND JURISDICTION
24.1 These Terms and Conditions are governed by English law. This means that your access to and use of the Website, your purchasing of Products, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims) will be governed by English law.
24.2 If you are a Business Customer, you and we irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms and Conditions or its subject matter or formation.
24.3 If you are a Consumer, you may bring any dispute which may arise under these Terms and Conditions to - at your discretion - either the competent court of England, or to the competent court of your country of habitual residence if this country of habitual residence is an EU Member State, which courts are - with the exclusion of any other court - competent to settle any of such a dispute. We shall bring any dispute which may arise under these Terms and Conditions to the competent court of your country of habitual residence if this is in an EU Member State, or otherwise the competent court of England.
24.4 As a Consumer, if you are resident in the European Union and we direct the Website to the member state in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in these Terms and Conditions, including Clause 24.1, affects your rights as a consumer to rely on such mandatory provisions of local law.
25. Contacting us
25.1 Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re-occurrence in the future. You can always contact us by using the following details:
Address: Huddersfield Road, Birstall, Batley, West Yorkshire, WF17 9XA
Email address: email@example.com
Telephone number: 01924 354488
Terms and Conditions last updated 28 March 2023