Terms & Conditions of Sale
ABOUT US
I. Cellecta Ltd is a company registered in England and Wales under Company number 04215957, with its registered office at Bounty House, Norman Close, Rochester, Kent, United Kingdom, ME2 2NF (“the Seller”). The Seller’s VAT number is UK 770922814.
II. The Seller operates the website http://www.cellecta.co.uk where these Terms are made available.
III. Any formal notice shall be given to the Seller in accordance with clause 24 below and any customer service enquiries should be addressed to:
By Post: Cellecta Ltd. Head Office, Bounty House, Norman Close, Rochester, Kent, ME2 2NF
By Telephone: 01634 29-66-77
By Email: sales@cellecta.co.uk
BUSINESS AND CONSUMER CLIENTS
1. The Buyer should be aware that the law distinguishes between consumers and business customers. If our products are used for any purpose that is wholly or mainly to do with the Buyer’s trade, business, craft or profession, the Buyer acknowledges that they will most likely be a business customer. Where this is the case, the differences in how these terms apply will be clearly marked.
GENERAL
2.1 The Buyer is strongly advised to print a copy of these terms for future reference, as the Seller may change its standard terms and conditions from time to time.
2.2 By purchasing our products, the Buyer agrees to all terms and conditions included in this document. Any questions relating to these terms, the Buyer’s rights and obligations should be addressed to the Customer Service Team who will be able to explain them in full.
2.3 These terms are the entire agreement between the Seller and the Buyer in relation to the goods and they shall prevail over any other terms and conditions included in the Buyer’s order, correspondence between the parties, or implied by trade, custom, practice or course of dealing unless such other items or conditions are specifically agreed to in writing by the Seller. The Buyer acknowledges that it has not relied on any statement, promise or representation or assurance or warranty that is not set out in these terms.
2.4 The Seller’s agents shall not have authority to change or exclude any of these conditions..
2.5 No terms or conditions of any main building contract or sub-contract shall affect these conditions whether or not the Seller has notice of them.
2.6 The headings appearing above each conditions are included for reference purposes only and shall not affect or limit the interpretation and effect of these conditions. Reference to the singular shall include the plural and vice versa.
QUOTATIONS
3.1 A quotation will be provided by the Seller following an enquiry made by the Buyer to its Customer Service Team on the details provided above.
3.2 A quotation by the Seller shall constitute an invitation to treat and not an offer. This means that a quotation will not be binding on the Seller and the contract is not formed until the Seller has accepted the Buyer’s order in line with clause 4 below.
3.3 The Seller may withdraw or amend any quotation at any time prior to the Seller’s acceptance of the Buyer’s order.
3.4 The price of the goods shall be the price set out in the Seller’s published price list in force as at the date of delivery. Any price set out in the quotation is illustrative only.
PLACING AN ORDER
4.1 Each order placed by the Buyer shall be an offer to purchase the goods specified in the order, subject to these terms. The Buyer acknowledges that it is responsible for checking the accuracy and completeness of any details and specifications of its order before submitting it.
4.2 The Seller will send an acknowledgement of the order once this is received by it, however the acknowledgement shall not constitute acceptance of the order at this stage.
4.3 The order will be accepted by the Seller when it sends an email confirmation of the acceptance, at which point a contract between the Seller and the Buyer will be formed. The confirmation will include some key information such as the goods being purchased, price and delivery information.
4.5 If the Seller is unable to supply the goods requested by the Buyer for any reason, the Seller will inform the Buyer of this fact and confirm that the order shall not be processed. If the Buyer has already paid for the goods, the Seller will refund the full amount to the Buyer as soon as reasonably possible.
4.6 For the avoidance of doubt, the Seller shall have the right to reject any order if the goods become unavailable, because a credit reference for a Buyer shall be unsatisfactory, because the goods have been mispriced by the Seller or because there will be issues with the delivery of the goods.
ESTIMATES OR QUANTITIES AND ADVICE AS TO FITNESS FOR PURPOSE
5.1 The Buyer will be entirely responsible for determining the quantities it requires and the suitability and fitness of the goods for their purpose. If the Buyer is supplying its own measurements, it will be responsible to make sure the measurements are correct.
5.2 Unless the Buyer is a consumer, the Seller shall have no responsibility regarding any estimates given by the Buyer in respect of quantities needed, measurements and the suitability or fitness of any goods for any particular purpose.
5.3 If the Buyer is a consumer, the Seller shall honour its legal duty to provide products that are as described and meet all legal requirements imposed by law. Detailed information on consumer rights can be found at the Citizens’ Advice website www.citizensadvice.org.uk.
THE GOODS
6.1 Any images of goods on the Seller’s website are for illustrative purposes only and the Seller cannot guarantee that the Buyer’s machine displays the images accurately.
6.2 The Seller reserves the right to amend the specifications of any goods if so required by applicable statutory or regulatory requirement or by its business needs. The Seller may also stop supplying of any of its goods for any of the aforementioned reasons.
6.3 Although the Seller has made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on the Seller’s website have a measurement allowance, as specified in the technical datasheets for each type of goods. Such allowances will be confirmed by the Seller in writing.
PRICE
7.1 The Seller reserves the right to make such alterations to its price list as it thinks fit and any quotation provided by the Seller shall reflect such price list in force at the time the quotation was provided. Although prices for goods may change from time to time, such changes will not affect any order already delivered by the Seller.
7.2 Subject to the rest of this clause 7, the price for the goods shall be as stated in quotation provided to the Buyer if the Buyer’s order is placed and delivered within the period specified in the quotation. If an order is placed or delivered after the expiry of the period specified in the quotation, clause 7.3 shall apply.
7.3 In the event of an order which was placed but not delivered before the expiry of the Seller’s quotation, the Seller shall, on the written request of the Buyer, notify the Buyer in writing of changes to the applicable prices, having regard to:
a) changes to the Seller’s manufacturing and distribution costs;
b) the volume of goods ordered by the Buyer;
c) the price at which the Seller supplies similar products to comparable customers;
d) the prices at which comparable products are supplied by other sellers in the open market;
e) any increase of such costs and prices since the date of the quotation being provided to the Buyer.
7.4 The parties shall agree the changes described in clause 7.3 before delivery of the goods is attempted by the Seller, and the Seller shall have the right to terminate the contract if the Buyer does not agree to the changes.
7.5 In the event of the Seller’s termination of this contract under clause 7.4 above, the Buyer shall remain liable to the Seller for any goods already delivered and any costs or fees incurred by the Seller as a result of the Buyer’s order.
7.6 The Seller takes all reasonable care to ensure that the prices so quoted are accurate at the time of entering the information onto the system, however where errors occurs the Seller will inform the Buyer of the difference in price prior to accepting the order and the Buyer may choose to proceed or cancel its order.
7.7 Unless otherwise agreed by the Seller in writing all prices shall be deemed to be exclusive of Value Added Tax which shall be payable in addition by the Buyer at the rate prevailing at the tax point. If the rate of Value Added Tax changes between the date of the order and the date of delivery, the Seller reserves the right to adjust the Value Added Tax payable by the Buyer unless it has already paid for the goods in full prior to the changes taking place.
7.8 The Seller reserves the right to charge the Buyer the cost of transportation of the goods to the destination requested by the Buyer. The Seller shall endeavour to provide an estimate of the applicable delivery charges in its quotation, before the order is confirmed, however certain remote locations or international locations may require additional payment which will only be known after the goods are dispatched and the Seller reserves the right to charge the Buyer for any increase in delivery costs to such location.
7.9 On termination of this Contract, howsoever caused, the Sellers (but not the Buyers) rights contained in this clause 7 shall remain in effect.
TERMS OF PAYMENT
8.1 The Seller may, at its sole discretion, allow for a credit account to be opened in the Buyer’s name, subject to satisfactory credit references being obtained in advance of such arrangement. Payment for goods supplied on a credit account shall become due and payable no later than the last day of the month following the month of delivery of the goods. In the event of any default by the Buyer, the entire balance of the said account shall be payable forthwith and the Seller shall be entitled to charge interest there on in accordance with clause 8.4 below.
8.2 For all other transactions not involving a credit arrangement with the Seller, the Buyer may either pay in advance for goods and delivery costs by pro forma invoice, or by cash payment in full on delivery. The selected option for payment shall be included in the Buyer’s order.
8.3 The Buyer shall not be entitled to withhold, set off, counterclaim or deduct payment of any amount due to the Seller under these terms (other than any deduction or withholding of tax as required by law).
8.4 Without prejudice to the Seller’s other rights, if the Buyer fails to make payment as required by these terms then the Seller shall be entitled to charge interest on any outstanding balance from the date it became due and until full payment has been made. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%..
8.5 Interest shall become due and payable pursuant to clause 8.4 above notwithstanding any dispute or query.
8.6 In the case of any sale involving more than one delivery, if the Buyer fails to make any payment due under these terms, the Seller shall have the right to suspend any further deliveries until payment or to terminate the contract with immediate effect by serving a notice in writing to the Buyer.
8.7 If at any time the Buyer (being an existing credit account customer) being a company shall alter its constitution or being a sole trader or partnership shall become incorporated or amalgamated with others it shall be the duty of the Buyer to give prior written notice to the Seller of the intended change (should the Buyer wish to continue credit account facilities following any intended change). Continuance of trading with the amalgamated entity or commencement of trading with a new entity shall be in the sole discretion of the Seller and shall only take place once a written acknowledgement and acceptance is issued by the Seller’s Credit Controller or Sales Director or Company Secretary.
8.8 On termination of this Contract, howsoever caused, the Sellers (but not the Buyers) rights contained in this clause 8 shall remain in effect.
DELIVERY
9.1 Delivery dates provided by the Seller are approximate only and not of any contractual effect. Time shall not be of the essence of any contract or terms between the Seller and the Buyer.
9.2 Where delivery is undertaken by the Seller, this shall be conditional on the existence of a suitable road to the point of the site where delivery is requested, such determination being at the sole discretion of the Seller’s driver. If no such road exists delivery will be made to the nearest point to which in the opinion of the Seller’s driver motor lorries can safely proceed and unload.
9.3 Delivery shall be made to the location arranged between the parties, subject to this clause 9, and the Buyer shall promptly unload the goods once notified that they are available for delivery. All necessary labour and equipment required to unload the goods shall be supplied by the Buyer and the Seller’s driver shall not be responsible for unloading the goods from the Seller’s vehicle.
9.4 If the Buyer refuses or fails to take delivery of goods tendered in accordance with these terms within one hour of being notified by the Seller that the goods have been made available, the Seller shall be entitled to immediate payment in full for the goods so tendered and an additional late delivery fee charged at an hourly rate of £100 for the time the Seller’s agents shall be required by the Buyer to wait at the delivery location. The Seller shall further be entitled to store the goods at the risk of the Buyer and charge the Buyer for all related costs and expenses (including insurance) incurred as a result of such refusal or failure. This clause 9.4 shall not apply if such failure is caused by the Seller’s lack of compliance with its obligations under these terms or by an event outside of its control in accordance with clause 19.
9.5 Delivery is completed when the Seller places the goods at the Buyer’s disposal at the location for delivery determined in accordance with this clause.
9.6 Delays in the delivery of an order shall not entitle the Buyer to refuse to take delivery of the goods, claim damages for such delay or terminate this agreement.
9.7 With the exception of consumer Buyers, if the Seller fails to deliver the goods, its 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 to be delivered.
9.8 The Seller will not be liable for a failure to deliver goods under this clause 9 if the failure:
a) was caused by an event outside of its control, as described in clause 19;
b) was due to the Buyer failing to provide adequate delivery instructions, contact information or any other instructions that are relevant to the supply of the goods, or its failure to comply with its other obligations under this agreement.
9.9 Where the parties agree that the Buyer shall take delivery of the goods from the Seller’s location and the Buyer fails to do so within 10 days of the Seller notifying it that the goods were ready for delivery:
a) the Seller may resell part or all of the goods; and
b) after deducting any reasonable storage and selling costs, account to the Buyer for any excess over the price of the goods or charge the Buyer for any shortfall below the price of the goods.
9.10 Where the parties agree that the goods will be delivered to an address outside of the UK, the Buyer acknowledges that:
a) additional restrictions may apply on what goods can be delivered;
b) the goods may be subject to import duties and taxes which are applied when the delivery reaches that destination, and the Buyer shall be solely responsible for payment of such duties and taxes;
c) the Buyer shall comply with all applicable laws and regulations of the country of destination and the Seller shall not be liable for any breach of such laws and regulations;
d) the Buyer understands that the goods provided by the Seller are only intended for use in the UK and the Seller offers no warranty that the goods comply with any laws, regulations or standards outside of the UK.
RISK
10. The risk in the goods shall pass to the Buyer upon delivery in accordance with clause 9.5 above.
TITLE TO GOODS
11.1 Ownership of and title to the goods shall not pass to the Buyer until the Seller has received in full (in cash or cleared funds) all sums due to it in respect of the goods and all other sums which are or become due to the Seller from the Buyer on any account.
11.2 Until title of the goods has passed to the Buyer, the Buyer shall:
a) hold the goods on a fiduciary basis as the Seller’s bailee;
b) store the goods (at no cost to the Seller) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Seller’s property;
c) not to remove, destroy, deface or obscure any identifying mark or packaging on or relating to the goods;
d) maintain the goods in satisfactory condition; and
e) give the Seller such information as the Seller may reasonably require from time to time relating to either the goods or the ongoing financial position of the Buyer.
11.3 The Buyer may re-sell the goods before ownership has passed to it solely on the following conditions:
a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value;
b) any such sale shall be a sale of the Seller’s property on the Buyer’s own behalf; and
c) the Buyer shall deal as principal when making such a sale.
11.4 The Buyer’s right to possession of the goods shall terminate immediately if any of the events referred to in clause 20 below shall occur or the Buyer fails to observe or perform any of its obligations under this contract or any other contract between the Seller and the Buyer.
11.5 With the exception of consumer Buyers, the Seller shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from the Seller.
11.6 With the exception of consumer Buyers, the Buyer grants the Seller, its agents and employees an irrevocable licence at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the Buyers right to possession has terminated, to recover them.
11.7 At any time before title to the goods has passed to the Buyer, the Seller may:
a) by notice in writing to the Buyer, terminate its rights under clause 11.3 to resell the goods in the ordinary course of its business; and
b) require the Buyer to deliver up all the goods in its possession that have not been resold or irrevocably incorporated into another product and, if the Buyer fails to do so promptly, enter any premises of the Buyer or any third party where the relevant goods are stored in order to recover them.
11.8 On termination of this Contract, howsoever caused, the Sellers (but not the Buyers) rights contained in this clause 11 shall remain in effect.
SELLER’S LIABILITY
12.1 The Seller does not exclude liability for death or personal injury to the extent that it results from the negligence of the Seller, its servants or agents.
12.2 The Seller accepts liability for any breach on its part of any undertaking as to title implied by section 12 of the Sale of Goods Act 1979 or by section 8 of the Supply of Goods (Implied Terms) Act 1973.
12.3 The Seller does not accept liability for shortages in quantities delivered unless the Buyer notifies the Seller of any claim for short delivery of the goods within 2 working days of the delivery to the Buyer or to the Buyer’s instructions. In such circumstances the Seller’s liability shall be restricted to making good the shortage.
12.4 The Seller agrees to repair or replace free of charge any goods which, in the opinion of the Seller, are defective due to a manufacturing fault, but only if the same is reported to the Seller in writing within 2 working days of delivery of the goods to the Buyer or the Buyer’s order, but the Seller will not be responsible either for the cost of removing any defective goods from any place where they are installed or affixed (or for making goods the said place after removal) or for the cost of installing or affixing in such place any repaired or replacement goods unless the same shall have been previously agreed in writing with a Director of the Seller.
12.5 Save as aforesaid, all liability for any representations whether oral or in writing and all guarantees, conditions or warranties whether expressed or implied by stature, common law or otherwise is hereby excluded, and the Seller shall not be liable for any loss (including consequential loss), damage or delay or expense of any kind whatsoever and howsoever caused (including by the negligence of the Seller its servants or agents).
12.6 Save as to the matters set out above, the Buyer acknowledges and agrees that he is able (if he so wishes) to insure against the risk of any loss (including consequential loss), damage or delay or expense of any kind whatsoever and howsoever caused (including by the negligence of the Seller its servants or agents).
12.7 If the Buyer is dealing as consumer as defined by section 12 of the Unfair Contract Terms Act 1977 the Seller does not exclude liability for obligations arising under sections 13, 14 and 15 of the Sale of Goods Act 1979 or under sections 9, 10 and 11 of the Supply of Goods (Implied Terms) Act 1973.
12.8 Where fine or especial tolerances are required in the goods supplied beyond those generally accepted in the building trade, no liability will attach to the Seller unless such fine tolerances are notified in writing to the Seller at the time of order and the Seller has acknowledged in writing that it is prepared to accept such order.
12.9 The Buyer shall indemnify the Seller against any liability which the latter may incur (whether as a result of or in connection with court proceedings or under the terms of a bona fide out of court settlement) as a result of a claim against the Seller under Part 1 of the Consumer Protection Act 1987 in respect of an alleged defect in the goods.
WARRANTY AS TO QUALITY
13.1 This clause 13 shall apply to Buyers with the exclusion of consumer Buyers. Consumer Buyers are directed to clause 17 below.
13.2 The goods are intended for use only in the UK and the Seller does not warrant that the goods comply with the laws, regulations or standards outside the UK.
13.3 The Seller warrants and undertakes that the goods supplied to the Buyer under this agreement shall:
a) conform to their specifications in all material respects;
b) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended);
c) comply with all applicable statutory and regulatory requirements.
13.4 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.
13.5 The Buyer may reject any goods delivered to it that do not comply with clause 13.3, provided that:
a) notice of rejection is given to the Seller within a reasonable time of delivery, being
i. in the case of a defect that is apparent on normal visual inspection, within five business days of delivery;
ii. in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and
b) none of the events listed at clause 13.7 apply.
13.6 If the Buyer fails to give notice of its rejection of the goods in accordance with clause 13.5, it shall be deemed to have accepted the goods as complying with the warranties set out in clause 13.3.
13.7 The Seller shall not be liable for the goods’ failure to comply with the warranties set out in clause 13.3 if:
a) the Buyer makes any further use of the goods after giving notice in accordance with clause 13.5;
b) the defect arises because the Buyer failed to follow the Seller’s oral or written instructions for storage, commissioning, installation, use and maintenance of the goods or (if there are none) good trade practice regarding the same;
c) the defect arises as a result of the Seller following any drawing, design or specification supplied by the Buyer;
d) the Buyer alters or repairs the goods without the written consent of the Seller;
e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
f) the goods differ from their specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
13.8 If the Buyer rejects the goods in accordance with this clause 13, then the Buyer shall be entitled to:
a) require Seller to repair or replace the rejected goods; or
b) require the Seller to repay the price of the rejected goods in full.
Once the Seller has complied with the Buyer’s request, it shall have no further liability to the Buyer for the rejected goods’ failure to comply with clause 13.3.
13.9 These terms also apply to any repaired or replacement goods supplied by the Seller to the Buyer.
MEASUREMENTS IN METRIC OR IMPERIAL
14. The Seller shall have the option to supply all or any of the goods in either metric or Imperial sizes in the nearest equivalent measure and goods may be charged in metric measure allowing for conversion.
CANCELLATION OF ORDERS
15.1 The Seller shall have the right to cancel an order at any point prior to delivery of the goods by giving written notice of the cancellation to the Buyer.
15.2 The Seller may in its sole discretion accept or reject the cancellation of any order once such order has been accepted by the Seller. The Seller will in no circumstances accept the cancellation of an order for goods which are to be specially made or obtained once such an order has been accepted by the Seller nor will any allowance be made in respect of such goods where they are subsequently returned.
15.3 If the Seller accepts the cancellation of an order in line with clause 15.1, it shall be entitled to payment of the delivery and return costs (unless the Buyer is a consumer, in which case the Seller shall only be entitled to the return costs) and a 30% restock fee based on the total purchase price for the goods.
15.4 If the Buyer is a consumer, the Seller may end the contract for goods and claim compensation from the Buyer if:
a) the Buyer fails to make any payment when it falls due and still fails to make such payment within 5 business days of receiving a reminder that payment is due;
b) the Buyer fails to provide the Seller with information, cooperation or access which is needed to provide the product within a reasonable time of a request for it by the Seller;
c) the Buyer fails to, within a reasonable time, allow delivery of the goods.
RETURN OF GOODS – BUSINESS BUYER
16. Subject to clauses 13 and 15 above, the Seller may in its sole discretion accept or reject the return of any goods. In the event that the Seller decides to accept the return of such goods, such acceptance shall be upon such terms as the Seller may determine and in particular the Seller reserves the right to charge for the carriage, restocking and handling of such goods.
RETURN OF GOODS – CONSUMER BUYER
17.1 This clause 17 shall only apply to Buyers who fall under the legal definition of consumer as referenced at clause 1 above.
17.2 The Buyer has a legal right to change its mind about products purchased online and receive a refund of any payments made, including any standard delivery costs but subject to the following conditions:
a) A Buyer may notify the Seller within 14 days of delivery of the goods that it wishes to return the goods by contacting the Seller’s Customer Service Team on the details provided above. If delivery was undertaken over multiple days, the period runs from the day after the last delivery.
b) The Seller shall refund the purchase price and standard delivery costs only following a request under clause 17.2(a) above, however the Buyer shall be responsible for returning the goods within 14 days of making its intentions known to the Seller. If the Buyer chooses to return the goods via delivery service, it is advised to keep a receipt or other evidence from the delivery service, as the Seller will not be under any obligation to refund the purchase price or delivery costs if the goods are not received by it within a reasonable time.
c) The Seller reserves the right to deduct any sums necessary to compensate it for any damage to the goods so received. This will include but not be limited to the way the goods have been treated, missing packaging or other damage.
d) The Seller shall refund the purchase price within 14 days of receipt of the goods from the Buyer by the method which was initially used for payment.
e) The Buyer may not change its mind regarding any goods which have been made to its specifications, personalised or specially obtained on the Buyer’s order, or goods which have become mixed inseparably with other items after their delivery.
17.3 The Seller shall honour its legal duty to provide consumers with goods that are as described and meet all requirements imposed by law. The Buyer is referred to the Citizens Advice website www.citizensadvice.org.uk for more information regarding their rights. The Buyer shall be entitled to the following:
a) Up to 30 days from the date of delivery, the Buyer may receive a refund in line with the procedure set out at clause 17.2 if the goods are faulty.
b) Up to six months from the date of delivery, if the goods cannot be repaired or replaced in the Seller’s reasonable opinion, the Buyer will be entitled to a full refund, in most cases.
c) Up to six years from the date of delivery and if the goods do not last a reasonable length of time, the Buyer may be entitled to some money back.
SELLER’S LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
18.1 References to liability in this clause 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.
18.2 Nothing in these Terms limits or excludes the Seller’s liability for:
a) death or personal injury caused by its negligence;
b) fraud or fraudulent misrepresentation;
c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
d) any other liability that cannot be limited or excluded by law.
18.3 Subject to clause 18.2 above, the Seller will under no circumstances be liable to the Buyer for:
a) any loss of profits, sales, business, or revenue;
b) loss of business opportunity;
c) loss of anticipated savings;
d) loss of goodwill; or
e) any indirect or consequential loss.
18.4 Subject to clause 18.2, the Seller’s total liability to the Buyer for all losses arising under or in connection with the this contract will in no circumstances exceed the purchase price for the goods.
18.5 Except as expressly stated in these terms, the Seller does 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, the Seller will not be responsible for ensuring that the goods are suitable for the Buyer’s purposes.
18.6 If the Buyer is a consumer, the Seller is responsible for reasonable losses suffered by the Buyer if the loss is:
a) unexpected given the information provided to the Seller by the Buyer;
b) caused by a delaying event outside the Seller’s control;
c) avoidable by actions taken by the Buyer itself;
d) a loss which in any way relates to the use of the goods for the purpose of trade, business, craft or profession.
EVENTS OUTSIDE OF THE SELLER’S CONTROL
19.1 The Seller shall not be liable or responsible any failure to perform, or delay in performance of, any of its obligations under these terms caused by an act or event beyond its reasonable control, or for any loss (including consequential loss), damage, or expenses of any kind whatsoever caused wholly or in part by such act which may include outbreak of war, civil commotion, governmental policies or restrictions or control, including restrictions or export or import or other licences, trade or industrial disputes of whatever nature, whether or not such dispute involves the Seller, its servants or agents, or by any other contingency whatsoever which is beyond the control of the seller.
19.2 Where such event takes place and affects the Seller’s performance of its obligations under this contract:
a) it will contact the Buyer as soon as reasonably possible to notify it; and
b) its obligations under the contract will be suspended and the time for performance of its obligations will be extended for the duration of the event. Where the event affects delivery of the goods, the Seller will arrange a new delivery date after the event has ceased.
19.3 Either party may terminate the contract affected by such an event which has continued for more than 14 days by written notice to the other side. If the Buyer choses to terminate the contract under this clause, the Buyer shall return (at its own cost) any goods already received and the Seller shall refund the price paid for the same.
BUYER’S BANKRUPTCY OR INSOLVENCY
20. The Seller may stop any goods in transit, suspend further deliveries and terminate the contract with immediate effect (without prejudice to the continuance of all the Seller’s rights under this contract) if the Buyer:
a) takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause;
b) suspends or ceases, or threatens to suspend or cease, carrying on business;
c) its financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy;
d) fails to comply with a statutory demand for the repayment of a debt within the time therein allowed;
e) or if (where the Buyer is an individual or, where the Buyer is a partnership, in the case of any individual partner) an application is made to the court under Part VIII of the Insolvency Act 1986 for an interim order for the purpose of a voluntary arrangement or an order is made for the administration of his estate pursuant to Part VI of the County Courts Act 1984 or a bankruptcy petition relating to him is presented to the court, or he is adjudged bankrupt, or if a petition for an administration order is presented to the court pursuant to Part II of the Insolvency Act 1986;
f) (whether the Buyer is a company, a partnership or an individual) the Buyer takes or suffers any similar action in consequence of debt.
DATA PROTECTION
21. The Seller will only use any personal data provided to it as set out in its Privacy Policy, which can be found on its website at https://www.cellecta.co.uk/privacy-policy/. The Buyer is advised to download and keep a copy of the policy for its own records.
COMPLAINTS PROCEDURE
22 The Buyer is encouraged to contact the Seller’s Customer Service Team to resolve any issues with the Seller’s goods or Services, in line with its complaints policy. A copy of this can be provided at the Buyer’s request.
NON-WAIVER OF RIGHTS
23 The failure by either party to the contract to exercise or enforce any rights conferred by the contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
NOTICES
24 Any notice hereunder shall be in permanent readable form and shall be deemed properly delivered if addressed to the party concerned at its principal place of business or last known address.
ASSIGNMENT
25.1 The Buyer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
25.2 The Seller may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement
THIRD PARTY RIGHTS
26 This contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
HEALTH & SAFETY AT WORK ACT 1974
27 Certain products supplied by the Company could if incorrectly used, give rise to risks to health and safety. Information in respect of such products is freely available.
LAW AND JURISDICTION
28.1 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
28.2 If the Buyer is a consumer, the following terms will apply in addition to the above:
a) the Buyer may bring claims against the Seller in the English courts;
b) if it lives in Wales, Scotland or Northern Ireland, the Buyer may also bring claims against the Seller in the courts of its country of residence; and
c) the Seller may claim against the Buyer in the courts of its country of residence.