Terms of Sale
- These Terms of Supply ('these Terms') set out the terms and conditions under which DEFENDERS LIMITED ('the Company') supplies to its customers ('the Customer') goods which the Customer has hired or purchased from the Company ('the Goods'). They apply subject to anything to the contrary which may be agreed between the Company and the Customer (provided that it is recorded in writing and signed by a director on the Company's behalf) and to the exclusion of any other terms contained any document issued by the Customer. These Terms must, however, be read in conjunction with any written instructions for use and safety data sheets given to the Customer by the Company.
- These Terms are not intended to confer any right on any party other than the Customer and the Company and all such rights as may otherwise be implied by the Company's quotation or any correspondence or other communication between the Company and the Customer are hereby withdrawn.
- The Goods to be supplied are as set out in the Company's written quotation or, if none, in the Company's price list current at the date of order. The Company's products include living organisms the precise number of which may vary by up to 20 per cent from the figure given in any quotation or order. Written quotations are valid for 30 days.
- The Company will have no obligation to supply until an order is accepted either verbally or in writing. All acceptances of orders are subject to availability of product at the time of despatch. The Company's acceptance of an order will establish an agreement ('the Agreement') between the Company and the Customer which cannot be cancelled or ended before it is completed except as provided in these Terms.
- Unless otherwise stated the price quoted excludes Value Added Tax and carriage charges which will be charged where applicable.
- Payment for the Goods must be made to the Company on the date or dates set out in the quotation sent to the Customer. If no date is specified, payment is due at the end of the month following the date of the Company's invoice which may be sent any time after the Goods are delivered whether or not delivery is accepted. The Company reserves the right to require cash payment on or before delivery of the Goods upon giving reasonable notice. Payment for Goods to be despatched overseas must be made by such method as the Company directs before Goods are despatched.
- The Customer will not be entitled to any right of set off or to make any other deduction before payment. If payment is overdue, the Company will make an initial credit charge of 7.5% of the amount unpaid for the first month or part with an additional charge of 3% of the amount unpaid for each subsequent month or part. The Company may suspend delivery of future instalments, or in respect of other orders, while any payment from the Customer is overdue.
- The Goods will be delivered to the delivery address stated by the Customer on the agreed delivery date or as soon as possible afterwards. If no delivery date is agreed, the Goods will be delivered as soon as they are available. If delivery is not accepted, the Company reserves the right to charge storage and any additional transport costs incurred.
- Any damage in transit or short delivery must be noted in writing on the carrier's delivery note, if available, at the time of delivery and notified to the Company within 2 working days after delivery. Any other claim that the Goods delivered are not in accordance with the order must be notified in writing to the Company within 5 working days after delivery. The times stated in this clause are of the essence and the Company will have no liability if any damage or claim is notified late or not noted as required. For the purpose of this clause all days are working days except Saturdays, Sundays and UK public holidays.
- Risk of damage to the Goods will pass to the Customer at the time when they are delivered or delivery is offered but not accepted.
- Ownership of the Goods will not pass to the Customer until the Company has been paid in full.
- The Company accepts no liability where advice on the product label, safety data sheets and written instructions for use of the Goods concerned have not been followed. Safety data sheets are available from the Company for relevant products which the Customer must read and observe.
- The Company's products may include living organisms which may cause an allergic reaction. It is the Customer's responsibility to take appropriate precautions to identify and advise susceptible individuals. If such precautions are not taken or the Company's safety data sheets are not observed, the Customer must indemnify the Company against any resulting loss.
- The Company's liability in respect of any defect in any goods manufactured by others is limited to that of the manufacturer's liability to the Company.
- It is inherent in the nature of the Company's products (particularly those which comprise living organisms) that their effectiveness in any particular circumstances of use is dependent upon various factors outside the Company's control or knowledge. Accordingly the Company gives no warranty, and excludes any that may otherwise be implied, that the Goods are suitable for any particular use or will achieve any particular standard of effectiveness in use.
- The Company's liability for defective goods or otherwise for any breach of the Agreement shall not extend to indirect or consequential loss of any kind. The Company shall be entitled at its option to either replace any defective goods or refund the price paid for such goods in full satisfaction of the Company's liability for such defect or breach. The Company's liability for death or personal injury is limited by these Terms only to the extent permitted by legislation in force at the relevant time.
- The Company will not be liable to the Customer for any failure due to a cause beyond the Company's reasonable control, nor the Customer to the Company for a cause beyond the Customer's reasonable control.
- If delivery of the Goods or any instalment of the Goods is delayed by more than 14 days because product is unavailable, the Customer will be entitled to cancel the Agreement in respect of any undelivered Goods but must pay for any of the Goods already delivered at the Agreement rate.
- If the Company is otherwise in breach of its obligations under the Agreement, the Customer may give the Company written notice to cure such breach and if the Company fails to do so within 2 weeks afterwards, the Customer may cancel the Agreement by giving the Company written notice to that effect.
- If the Customer properly cancels the Agreement under clause 19, the Company's liability will be limited to the amount already paid by the Customer under the Agreement.
- Online and telephone Customers may cancel the Agreement (other than in respect of Goods which are perishable and have been dispatched or made to the Customers specification or clearly personalised or where there is a contract for services with the Goods and the Customer has started using the services) at any time either before or up to 7 working days (i.e. all days other than Saturdays, Sundays and Public Holidays) following the day the Customer receives the Goods by:
- emailing the Company at email@example.com if the Customer ordered the Goods online
- telephoning the Company on 01233 813121 if the Customer ordered the Goods by telephone,
- Where cancellation of the Agreement occurs in accordance with clause 21, the Customer must return the Goods to the Company within the time specified. The Goods must be complete and in "as new" condition (e.g. the Goods and its packaging (including but not limited to the postal/external packaging which will be clearly marked with the name of the Company) must not be damaged, opened or marked in any way). The Goods must not have been used or installed. The Goods must be returned in its original packaging and condition. Any free gifts or accessories received with the Goods must also be returned to the Company.
- Subject to the Customer complying with clauses 21 and 22, and the Company has received the returned Goods, the Company will refund the price of the Goods, using the same method by which the Customer paid for them.
- Because of the perishable nature of most Goods the Customer may not cancel the Agreement once the order for such perishable Goods has been dispatched.
- The Company may cancel the Agreement if the Customer:
- does not pay any money due to the Company on the due date and that failure continues for 2 weeks;
- fails to accept delivery of the Goods or any instalment of the Goods;
- is made bankrupt or, if a company, a petition that the Customer be wound up is presented to a court of competent jurisdiction or a receiver is appointed;
- proposes or enters into any agreement with its creditors for the payment of debt.
- If the Company properly cancels the Agreement, it may keep any money the Customer has paid and claim from the Customer any further money necessary to cover the Company's costs and lost profit.
- The Company shall have no liability for any representation made to the Customer before the Agreement is made unless such representation is in writing signed by a director of the Company or contained in the Company's product literature.
- The Company and the Customer shall attempt to resolve any dispute arising out of or connected with the Agreement by mediation. If such mediation fails, the dispute shall be referred to arbitration under the Arbitration Act 1996, the arbitrator to be appointed jointly by the parties or in default by the President for the time being of the Chartered Institute of Arbitrators. The costs of any arbitration shall be paid as the arbitrator directs. The Agreement shall be interpreted in accordance with English Law.
- Any delay or failure to enforce any right under the Agreement shall not be treated as a waiver of the right.
DISPUTES AND WAIVER
Revised June 2007