PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. WE DRAW YOUR ATTENTION TO YOUR RIGHTS OF RETURN AND CANCELLATION IN CLAUSE 6 AND THE LIMITS TO OUR LIABILITY IN CLAUSE 7
1. Our Contract
1.1 These Terms and Conditions govern the supply of goods sold by Tubeway (Sales) Ltd (Company Number 583965) of Elton Park, Hadleigh Rd, Ipswich IP2 0HN ("we" and "us") to the customer ("you"). Our VAT number is GB 102 4780 05. Our general contact email address is firstname.lastname@example.org, phone number is 01473 251051 and fax 01473 236044.
1.2 All orders placed by you and purchases of goods from us (whether by telephone, via our website or by such other means as we may permit) are on the basis of these Terms and Conditions and are subject to acceptance by us either (as applicable): (i) by issue of a written order acknowledgement from us; (ii) by delivery of the goods to you; or (iii) by providing the goods you have purchased to you on collection, at which point a legally binding contract is constituted between you and us.
1.3 The processing of your payment and confirmation that your order has been received does not constitute legal acceptance of your order.
1.4 A quotation for goods given by us shall not constitute an offer. A quotation shall only be valid for a period of 30 working days from its date of issue and will apply only to the quantities and type of products quoted.
2.1 The quantity, quality and description of the goods will be those set out in your order and, if issued, our order acknowledgement.
2.2 You shall be responsible for ensuring the accuracy of the terms of any order submitted by you and order acknowledgement issued by us, and for giving us any necessary information relating to the goods within a sufficient time to enable us to perform the contract in accordance with its terms.
2.3 Orders shall be subject to our minimum order values as detailed on our websites and in price lists.
2.4 You or we are entitled to withdraw from any contract in the case of obvious errors or inaccuracies regarding the goods appearing on our websites or other marketing material.
2.5 All orders placed by you and purchases of goods by you from us are subject to acceptance by us (as described in clause 1.2). We may choose not to accept your order or purchase for any reason and will not be liable to you or to anyone else in those circumstances.
2.6 Where we accept your order, we have a legal duty to supply goods that are in conformity with these Terms and Conditions.
3. Price & Payment
3.1 The price payable for the goods you order or purchase is as set out on our website at the time you submit your order or, if you order from our price list, as set out in the price list from which you order provided it is a current price list, plus any charges for delivery as advised to you. All prices exclude the current applicable VAT rate unless otherwise stated.
3.2 Occasionally we advertise goods at a promotional price; you must be within the offer period and fulfill its terms, otherwise you may be charged the full price.
3.3 If an error occurs and goods are either incorrectly priced or described, we will not be obliged to supply the goods on an incorrect basis, at the quantity ordered, or at all. We reserve the right to correct any errors from time to time and to change or update our prices. We will (at our discretion) either cancel your order and refund the price you have paid or make reasonable attempts to contact and ask you whether you wish to continue with the order at the correct or updated price and description. If we are unable to contact you or you do not wish to continue with the order on this basis, we will cancel your order and refund the price you have paid.
3.4 We must receive payment for the whole of the price of the goods you order and purchase with any applicable charges for delivery, before your order can be processed, unless we have agreed otherwise in advance in writing.
3.5 For website orders, payment can be made by most major credit or debit cards, by completing the relevant details on the checkout page.
3.6 By using a credit/debit card to pay for your order or purchase, you confirm that the card being used is yours or that you are authorised to use it.
3.7 All credit/debit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of the card refuses to authorise payment we will not accept your order or purchase, we will not be obliged to inform you of the reason for the refusal, and we will not be liable for the item not being delivered or provided to you. We are not responsible for the card issuer or bank charging the holder of the card as a result of our processing of your credit/debit card payment in accordance with your order.
3.8 We recommend that you do not communicate your payment card details to anyone, including us, by email. Subject to clause 7.5, we cannot be responsible for any losses you may incur in transmitting information to us by internet link or by email. Any such loss shall be entirely your responsibility.
3.9 For orders requiring delivery outside the UK payment shall be made to us in Pounds Sterling (GBP) by Bank Transfer unless otherwise agreed in writing beforehand. Any transaction fees for the conversion of currency shall be your responsibility.
3.10 If you are a trade customer, you are responsible for all orders placed by your employees and we are not bound by any individual order limit you may impose on your employees.
3.11 If you are a trade customer, you may not withhold payment of any invoice or other amount due to us by reason of any right of set off or counterclaim, which you may have, or allege to have.
3.12 We shall be entitled at all times to set off any debt or claim which we may have against you against any sums due from us to you.
3.13 The format of our invoice and statements to you will solely be dictated by us.
4. Delivery & Title
4.1 Unless you choose to collect the goods from our premises and except in exceptional circumstances (as contemplated in clause 9), we aim to deliver the goods in accordance with your order usually within the stated delivery time but not more than 30 days after the day you place your order, unless otherwise agreed between you and us, subject always to clauses 5 and 9. We reserve the right to deliver an order in instalments by separate delivery shipments.
4.2 Before placing your order, please refer to the delivery options set out on our websites and in our price lists to ensure that we can deliver to your address within the timescale required. A valid signature may be required on collection or delivery. In the unlikely event that you have not received all the goods within the stated delivery time, you must notify us immediately. We strongly suggest that you do not schedule or commence any installation work until after you have received your order and checked all the goods are suitable for your purposes and do not have any defects or missing parts.
4.3 For reasons of health and safety and to avoid any property damage, items can only be delivered to the exterior of a ground floor location at the delivery address. You must therefore make your own arrangements at your own risk if the relevant item needs to be transported from the delivery location. We will not provide any unpacking, installation, fitting or waste removal services upon delivery unless otherwise agreed by us in writing.
4.4 Delivery will be made to the address provided by you - it is essential that this address is accurate and that we can gain access to deliver within the delivery period agreed. You have the option during the purchasing process to give reasonable instructions for unattended or alternative delivery arrangements; please be precise and note that timed deliveries, or calling ahead to give an approximate time, are not possible.
4.5 When signing for receipt of your goods you must first check the number of parcels and their condition:
4.5.1 If you sign for the wrong number of parcels or for receipt of the goods in good condition (or otherwise absolve the carrier from fault) we shall not be responsible for any damage later claimed that would have been visible or apparent at time of receipt.
4.5.2 If you choose to accept a delivery where some or all parcels are not in good condition, sign as "damaged" and report details promptly to us so we can address this. When checking your goods following an unattended delivery, please report any damage or omission to us as soon as possible. We will not be responsible for any damaged consignment where damage is reported later than 3 working days, or any consignment is signed for as being received in good condition. Please note that photographs of damage to packaging or goods will enable us to deal more quickly with any problems.
4.6 You must do all that you reasonably can to enable delivery to take place at the given time and place. If you delay delivery, or delivery fails because you have not taken appropriate steps, we will try to arrange for an alternative delivery date as soon as possible but within 30 days of the failed delivery. If delivery fails as a result of circumstances within your reasonable control, the cost of any re-delivery shall be borne by you. If we are unable to arrange a date for re-delivery we may cancel your order and refund to you the price that you have paid for the goods, less the failed delivery costs.
4.7 Without prejudice to clause 4.6, upon delivery of the goods to you or collection of the goods by you, the goods shall be at your risk and responsibility. In spite of delivery or collection, ownership (also known as title) in the goods shall not pass to you unless or until you have paid the price for the goods in full and, where other sums payable to us from you are overdue, you have paid those sums too. Until title in the goods passes from us to you, you shall: (i) not be entitled to use the goods; (ii) safely hold the goods for us; (iii) return the goods to us immediately if we ask you to; and (iv) be liable to us for any loss, damage or destruction of the goods. In addition, until title in the goods passes from us to you, you shall store the goods at your own cost separately from all other goods in your possession and marked in such a way that they are clearly identified as our property. You grant us an irrevocable licence to enter, with or without vehicles, any of your premises for the purpose of inspecting or repossessing the goods.
4.8 Tooling for the production of the goods (e.g. extrusions dies and formers) may be owned wholly by us, jointly owned and available for use by us, or owned by you, for your exclusive use. If owned by you it will become available for use by us for the benefit of other customers after any period of 36 months from your last order using this tooling.
5.1 All goods are subject to availability. While we attempt to maintain sufficient stock to meet all orders and purchases, if we have insufficient stock to supply or deliver the goods ordered and paid for by you within the delivery timescales requested, we will attempt to contact you using the details you have provided to us to ask you how you wish to proceed, advising you of how long it will take to re-manufacture stock. We may, at our discretion, process any part of the order which is available. Where goods are permanently out of stock or you choose not to wait for re-stocking, we will refund you the price paid for such goods as soon as possible and in any case within 30 days or, in the case of an account customer, we may, in our absolute discretion, as soon as possible raise a credit to offset the amount invoiced to you.
6. Cancellation, Returns & Refunds
6.1 You may cancel your order and return the items purchased to us by giving us notice of cancellation within 14 days of the date of delivery to you or your collection from our premises as applicable. In relation to goods delivered to you, you may need to take delivery of the goods before you can cancel your order if the goods are placed into our delivery process before we receive your notice of cancellation. Where your order comprises multiple delivery shipments, the 14 day cancellation period for the goods in your order runs from the date of the delivery of the last shipment to you.
6.2 You will lose your right to cancel after the expiry of the 14 day period referred to in clause 6.1 (this does not affect your rights if there is any problem with the goods).
6.3 To exercise your right to cancel, you may inform us of your decision to cancel in writing using the contact details set out in clause 1.1. You may wish to use our model cancellation form but you are not obliged to. If you are cancelling because of any problem with the goods, please notify us of the problem at the time of cancellation.
6.4 On cancellation for whatever reason, where you have received the goods you must return the goods to us (together with the original packaging) without undue delay and in any event within 14 days after the day of the cancellation at your cost (subject to clause 6.10), unless we agree that you may dispose of them. You must return goods with all components and discounted additional products.
6.5 Following cancellation, subject to clause 6.7, we will refund you the price paid for the cancelled order (or part of the order cancelled) less a re-stocking administration fee and any delivery charges already incurred, for that portion of the goods suitable for immediate resale. Note that delivery charges will accrue as soon as the goods are despatched, and that you may need to receive and return the goods in order to cancel. We will pay the refund within 14 days after the day:
6.5.1 you notified us to cancel your order, where you have not received the goods; or,
6.5.2 we receive the goods you returned to us, where you are in receipt of the goods.
6.6 Should a refund be necessary, we will refund you using the same means of payment as you used to pay for your order or purchase.
6.7 We reserve the right to make a deduction from the amount of the refund for loss in value of the goods returned where the goods show signs of unreasonable use; for these purposes, unreasonable use includes handling the goods beyond what is necessary to establish the nature, characteristics and functioning of the goods. We may withhold any refund until we have received the goods.
6.8 Your right of cancellation does not apply to goods that are cut, have had tape applied or are otherwise altered from our standard stock products, or those that have been made to your specification.
6.9 If you cancel your order for a product delivered direct from our supplier, please contact us and we will arrange for our supplier to collect from you. Some collections may incur a charge, the amount of the charge depending on the goods returned.
6.10 Where the goods are being returned because they are faulty or incorrect, we will meet the cost of return delivery but will require to nominate the carrier. Your right to return goods in these circumstances is limited to 30 days from the date of delivery. We cannot accept requests to repair or replace faulty or incorrect goods later than 6 months after delivery.
6.11 Without prejudice to your right to cancel orders generally under this clause 6, if you have notified us of a problem with the goods within 14 days of delivery or collection, we may at our option either offer to make good any shortage or non-delivery; replace or repair any goods that are damaged or defective upon delivery or collection; or cancel the order (or part of the order affected) and refund to you the amount paid by you for the goods in question.
Legal Rights as a Consumer
6.12 A consumer is anyone who acts outside the course of their business, trade or profession.
6.12.1 The provisions of this clause 6 do not affect your legal rights if you are a consumer, as in accordance with the provisions of the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, you have the right to withdraw from this transaction, for goods other than bespoke goods, during a 14 day cooling off period for online purchases delivered to you. Such cancellations will not incur the re-stocking administration fee. For further information regarding these rights contact Trading Standards or Citizens Advice Bureau.
6.12.2 Cancellation of the transaction by a consumer requires you to return all goods complete and undamaged with all accessories and instructions. The original packing must be returned in reasonable condition. We are entitled to deduct an amount from any refund to reflect any loss in value of the goods supplied, if the loss is the result of an act or omission by you. The full cost of returning the Goods will be borne by you even if the cost of this is greater than the delivery charge for the original order.
7.1 If you purchase goods from us as a consumer, to the extent not prohibited by law, we accept no liability for any:
7.1.1 loss which is not foreseeable (loss is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time you and we entered into our contract);
7.1.2 loss which arises when we are not at fault or in breach of these Terms and Conditions; and
7.1.3 business loss (which includes loss of profits, loss of business, contracts, goodwill, business opportunity and other similar losses, as well as business interruption).
7.2 If you are a trade customer, we shall have no liability to compensate you (whether in contract, tort (including negligence), breach of statutory duty or otherwise), other than any refund we make under these Terms and Conditions or otherwise at our discretion.
7.3 Without prejudice to clause 7.2, if you are a trade customer, 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, business, contracts, goodwill, business opportunity and other similar losses, or any business interruption; or (ii) indirect or consequential loss, neither will we be liable to you for any other loss which is not a foreseeable consequence of us being in breach of these Terms and Conditions or our legal duties.
7.4 If you are a trade customer, you acknowledge and agree that these Terms and Conditions constitute the entire and only agreement between us.
7.5 Nothing in these Terms and Conditions is intended to affect your legal rights if you are a consumer, nor is it intended to exclude or limit our liability to you for fraud, fraudulent misrepresentation, for death or personal injury resulting from our negligence or for any other liability which cannot be limited or excluded as a matter of applicable law.
7.6 Goods are intended for use in the UK only and we cannot confirm that the goods comply with any laws, regulations or other standards applicable outside the UK. All goods are sold in accordance with the agreed specifications and are subject to any qualifications, representations or instructions contained in the documentation associated with the goods.
7.7 If you are a trade customer and subject to clause 7.5, we will not be responsible to you or, in the event that you are undertaking work for another person, to any other person, for the use or installation of any goods by you. Accordingly, if you are a trade customer, you hereby agree to hold us harmless from and indemnify us against any liability associated with, any claim or allegation that we are responsible for any failings in the installation or use of goods that we supply.
8. Termination and Insolvency
8.1 We may suspend further supply or delivery, stop any goods in transit or terminate our contract by notice in writing to you if you are in breach of an obligation to us or you become unable to pay your debts when they fall due, or proceedings are or are reasonably likely to be commenced by or against you alleging bankruptcy or insolvency. Upon termination, any payments you owe to us (even if they are not yet due for payment) will be immediately due and payable and we shall be under no further obligation to supply goods to you.
8.2 Other relevant events that my cause contract termination are;
(i) you enter into negotiations with all or any class of your Creditors in order to reschedule debts or any similar arrangement;
(ii) an administrator, receiver or administrative receiver is appointed or is reasonably likely to be appointed over all or part of your undertaking and assets.
9. Events Beyond Our Control
9.1 We shall have no liability to you for any failure or delay in supply or delivery or for any damage or defect to goods supplied or delivered hereunder or for any other liability, in each case that is caused by any event or circumstance beyond our reasonable control (including, without limitation, accidents, extreme weather conditions, fire, explosion, flood, storm, earthquake, natural disaster, failure of telecommunications networks, inability to use transport networks, mechanical failures, acts of God, terrorist attack, war, civil commotion, riots, strikes, lockouts and other industrial disputes, acts or restraints of Government, and imposition or restrictions of imports or exports).
10. Intellectual Property
You represent and warrant to us that where you have provided any drawing, design, specification or any other matter or item for the purposes of allowing us to manufacture the goods, then such information will not infringe any Intellectual Property Rights of any third party and you accordingly indemnify us from and against all liability in relation to this.
11.1 If any provision of these Terms and Conditions (including any provision in which we exclude or limit our liability to you) is found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the other provisions of these Terms and Conditions and the remainder of the provision in question shall not be affected. Our contract shall be governed by and interpreted in accordance with English law.
11.2 All website images are for illustration purposes only. Contents / accessories shown in images are not included unless stated in product description.
11.3 Assignment and subcontracting.
11.3.1 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.
11.3.2 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 the prior written consent from us.
11.4 Only consumers and trade customers party to the contract will have rights under or in connection with it. Third parties shall have no such rights.