WEBSITE CONDITIONS OF SALE (talunex.co.uk)
1.1 In these Conditions:
Customer or you means the person to whom the Supplier is to supply goods
pursuant to a Contract; Contract means a contract for the sale of goods by the Supplier to a Customer
that incorporates these Conditions; Force Majeure Event has the meaning given in Condition 14.2; Goods means the goods that the Supplier supplies pursuant to a Contract; and Supplier means HFM Ltd, a company incorporated in England and Wales under company registration number 05016949 and having its registered office at Old Hall Farm, Gatenby, Northallerton, North Yorkshire, DL7 9PG. Its VAT number is
1.2 All Condition, paragraph and section headings and marginal notes and references to them in these Conditions are for identification and indexing purposes only. They shall be deemed not to be part of these Conditions and they shall not affect the construction or interpretation of these Conditions.
1.3 Where the context otherwise requires, words importing the singular meaning shall include the plural meaning and vice versa and words denoting the masculine gender shall include the feminine and neuter genders.
1.4 Where the context so admits, words denoting persons shall include natural persons, companies, corporations, firms, partnerships, limited liability partnerships, joint ventures, trusts, voluntary associations and other incorporated and/or unincorporated bodies or other entities (in each case, whether or not having separate legal personality) and all such words shall be construed interchangeably in that manner.
2.1 These Conditions alone shall govern and be incorporated into every contract for the sale of Goods made via the Supplier’s website located at www.talunex.co.uk (the site). They shall apply in place of and prevail over any terms or conditions (whether or not in conflict or inconsistent with these Conditions) of the Customer or implied by trade custom, practice or course of dealing.
2.2 You should print a copy of these terms and conditions for future reference.
2.3 Please click on the button marked “I Accept” at the end of these terms and conditions if you accept them. Please note that you must accept these terms and conditions in order to purchase Goods from the site.
3. FORMATION OF THE CONTRACT
3.1 By placing an order through the site, the Customer warrants that it is legally capable of entering into binding contracts, is (in the case of an individual) at least 18 years old or (in the case of a corporate entity) acting via one or more of its authorised representatives, is resident in [United Kingdom only] and is accessing the site from that country.
3.2 After placing an order (which constitutes an offer to buy Goods) the Customer will receive an e-mail from the Supplier acknowledging that the Supplier has received the Customer’s order. This does not mean that the Customer’s order has been accepted, as all orders are subject to acceptance by the Supplier by the sending of an e-mail that confirms that the Goods have been dispatched (the Dispatch Confirmation). The Contract will only be formed when the Supplier sends to the Customer a Dispatch Confirmation.
3.3 The Contract will relate only to those Goods whose dispatch has been confirmed in the Dispatch Confirmation. The Supplier will not be obliged to supply any other Goods which may have been part of the Customer’s order until the dispatch of such Goods has been confirmed in a separate Dispatch Confirmation.
4.1 The description of the Goods shall be as set out on the site; any other representations about the Goods shall have no effect unless expressly set out in writing by a director or authorised representative of the Supplier. The Customer acknowledges that it has not relied on any other statement, promise or representation made or given by or on behalf of the Supplier.
4.2 All pictures, images, drawings, designs, descriptive matter, specifications, particulars of weight and dimensions and advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier’s catalogues or brochures or on the site are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract. The Supplier accepts no responsibility for any errors, omissions or other defects in any such pictures, images, drawings, designs, descriptive matter, specifications, particular of weight and dimensions and advertising.
5. CONSUMER RIGHTS
5.1 If contracting as a consumer, the Customer may cancel a Contract at any time within seven working days, beginning on the day after it receives the Goods. In this case, a full refund of the price paid for the Goods will be given in accordance with the Supplier’s refunds policy (set out in Condition 7 below).
5.2 To cancel a Contract, the Customer must inform the Supplier in writing and return the Goods to the Supplier immediately, in the same condition in which the Customer receives them, and at its own cost and risk. The Customer has a legal obligation to take reasonable care of the Goods while they are in its possession and if it fails to comply with this obligation, the Supplier may have a right of action against the Customer for compensation.
5.3 The Customer will not have any right to cancel a Contract for the supply of any of the following Products: [all products listed and sold on www.talunex.co.uk ] 5.4 Details of this statutory right, and an explanation of how to exercise it, are provided in the Dispatch Confirmation. This provision does not affect the Customer’s statutory rights.
6.1 Unless otherwise agreed by the Supplier in writing, the price payable for the Goods is the price listed on the site from time to time.
6.2 Unless otherwise specified, value added tax and any other tax or duty payable by a Customer and all costs or charges in relation to packaging, loading, unloading, carriage and insurance shall be added to the price.
6.3 Prices are liable to change at any time, but changes will not affect orders in respect of which the Supplier has already sent a Dispatch Confirmation.
6.4 The site contains a large number of Goods and it is always possible that, despite the Supplier’s best efforts, some of the Goods listed on the site may be incorrectly priced. The Supplier will normally verify prices as part of its dispatch procedures so that, where the correct price for the Goods is less than the stated price, the lower amount will be charged when dispatching the Goods to the Customer. If the correct price is higher than the price stated on the site, the Supplier may, at its discretion, either contact the Customer for instructions before dispatching the Goods, or reject the order and notify the Customer of such rejection.
6.5 The Supplier is under no obligation to provide Goods to the Customer at the incorrect (lower) price, even after the Supplier has sent a Dispatch Confirmation, if the pricing error is obvious and could have reasonably been recognised by the Customer as a mis-pricing.
6.6 Payment for all Goods must be by credit or debit card; the Supplier will not charge the Customer’s credit or debit card until the order is dispatched.
7. THE SUPPLIER’S REFUNDS POLICY
7.1 When the Customer returns a Product to the Supplier:
7.1.1 because the Customer is a consumer and has cancelled the Contract within the seven-day cooling-off period (see Condition 5.1 above), the Supplier will process the refund due as soon as possible and, in any case, within 30 days of the day notice of cancellation is given. In this case, the Supplier will refund the price of the Goods in full, including the cost of sending the Goods to the Customer. However, the Customer will be responsible for the cost of returning the item to the Supplier;
7.1.2 for any other reason that that set out in Condition 7.1.1 (for instance because the Customer claims that the Goods are defective), the Supplier will examine the returned Goods and will notify the Customer of its refund via e-mail within a reasonable period of time. The Supplier will usually process the refund due as soon as possible and, in any case, within 30 days of the day it is confirmed via e-mail that the Customer is entitled to a refund for the defective Goods. Goods returned because of a defect will be refunded in full, including the cost of sending the Goods to the Customer and the cost incurred by the Customer in returning the item to the Supplier.
7.2 The Supplier will usually refund any money received from the Customer using the same method originally used by the Customer to pay for the Goods.
8.1 Delivery or despatch dates mentioned in the Dispatch Confirmation or elsewhere are approximate only and not of any contractual effect. The Supplier is not liable to the Customer for failure to deliver on a particular date or dates and time for delivery is not of the essence of a Contract and shall not be made so by service of any notice. The order will be fulfilled by the delivery date set out in the Dispatch Confirmation or, if no delivery date is specified, within 30 days of the date of the Dispatch Confirmation, unless there are exceptional circumstances.
8.2 Delivery shall be at the address set out on the Customer’s order unless otherwise stipulated or agreed by the Supplier in writing. The Supplier may make an additional charge for delivery other than to the address set out on the Customer’s order.
8.3 The Customer shall provide at the point of delivery and at its expense adequate and appropriate equipment and manual labour for loading and/or unloading the Goods. The Customer is solely responsible for loading and/or unloading theGoods at the point of delivery. The Customer shall indemnify the Supplier against each loss, liability and cost arising as a result of the Supplier or its subcontractors assisting the Customer in the loading, unloading or other removal of the Goods from the point of delivery.
8.4 Subject to the other provisions of these Conditions, the Supplier shall not be liable for any direct, indirect, special or consequential liabilities, losses, charges, damages, costs or expenses (including legal and other professional costs and out of pocket disbursements properly incurred) including, without limitation, pure economic loss, loss of profits, loss of business, loss of revenue, depletion of goodwill, loss of anticipated savings or loss of management time caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Supplier’s negligence) nor shall any delay entitle the Customer to terminate or rescind a Contract.
8.5 If for any reason the Customer refuses or fails to take delivery of any of the Goods when they are delivered or fails to take any action necessary on its part for delivery of the Goods, the Supplier is entitled to terminate the Contract with immediate effect, to dispose of the Goods as the Supplier may determine and to recover from the Customer any loss or additional costs incurred as a result of such refusal or failure (including, without limitation, storage costs from the due date of delivery).
8.6 The quantity of any consignment of Goods as recorded by the Supplier upon dispatch from the Supplier’s premises shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
8.7 The Supplier may deliver the Goods in one or more instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be treated as a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Customer to repudiate or cancel any other Contract or instalment.
8.8 Section 32(2) of the Sale of Goods Act 1979 does not apply to a Contract.
9.1 The Goods are at the risk of the Customer from the time of delivery.
9.2 From the time of delivery until ownership of the Goods passes to the Customer in accordance with Condition 10, the Customer shall insure the Goods against all risks for their full value with a reputable insurance office to the reasonable satisfaction of the Supplier. The Customer shall hold the proceeds of any claim on the insurance policy on trust for the Supplier and shall immediately account to the Supplier with the proceeds.
Ownership of the Goods shall pass to the Customer on delivery providing that the Supplier has received the price for the Goods (together with any accrued interest) in full and in cash or cleared funds prior to delivery.
11.1 The Supplier is not liable to the Customer for:
11.1.1 non-delivery unless the Customer notifies the Supplier of a claim within seven days of the estimated date for delivery;
11.1.2 damage to or loss of the Goods or any part of them in transit (where the Goods are carried by the Supplier’s own transport or by a carrier on behalf of the Supplier) unless the Customer notifies the Supplier of a claim within
14 days of receipt of the Goods or the scheduled date of delivery, whichever is the earlier;
11.1.3 defects in the Goods caused by fair wear and tear, abnormal or unsuitable conditions of storage or use or any act, neglect or default of the Customer or of any third party; or
11.1.4 other defects in the Goods unless notified to the Supplier within one (1) month of receipt of the Goods by the Customer or if the defect would not have been apparent on reasonable inspection, within 12 months of receipt.
11.2 If liability is accepted by the Supplier under Condition 11.1 the Supplier’s only obligation is at its option:
11.2.1 to make good any non-delivery;
11.2.2 to replace or repair any goods found to be damaged or defective; or
11.2.3 to refund to the Customer the amount paid by the Customer for the Goods the subject of a claim under Condition 11.1.
11.3 The Supplier is not liable for any loss, damage or liability of any kind suffered by any third party directly or indirectly caused by repairs or remedial work to the Goods carried out without the Supplier’s prior written approval. The Customer shall indemnify the Supplier against each loss, liability and cost arising out of such claims.
11.4 The Supplier’s aggregate liability to the Customer under a Contract whether for negligence, breach of contract, breach of statutory duty, misrepresentation, restitution or otherwise shall in no circumstance exceed the cost of the defective, damaged or undelivered Goods which give rise to such liability as determined by the net price invoiced to the Customer in respect of any occurrence or series of occurrences.
11.5 All conditions, warranties and representations expressed or implied by statute, common law or otherwise in relation to the Goods (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) are excluded from the Contract to the fullest extent permitted by law;
11.6 Nothing in these Conditions excludes or limits the Supplier’s liability:
11.6.1 for death or personal injury caused by the Supplier’s negligence;
11.6.2 under Section 2(3) Consumer Protection Act 1987;
11.6.3 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability; or
11.6.4 for fraud or fraudulent misrepresentation.
11.7 The Supplier is not liable for any direct, indirect, special or consequential liabilities, losses, charges, damages, costs and expenses suffered by the Customer howsoever caused and including, without limitation, pure economic loss, loss of anticipated profits, goodwill, revenue, reputation, anticipated savings, management time, business receipts or contracts or losses or expenses resulting from third party claims.
11.8 The Supplier is not liable to the Customer for any loss or damage, direct or indirect, resulting from defects in the Goods in design, materials or workmanship or otherwise caused howsoever arising (and whether or not caused by the negligence of the Supplier, its employees or agents).
11.9 In respect of consumer transactions only nothing in these Conditions affects the statutory rights of a consumer.
12. LICENCES AND CONSENTS AND IMPORT DUTY
12.1 If the licence or consent of any government or other authority is required for the acquisition, import, export, carriage or use of the Goods by the Customer, the Customer shall obtain the licence or consent at its own expense and if requested produce evidence of it to the Supplier on demand. Failure to obtain any licence or consent does not entitle the Customer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Supplier resulting from such failure shall be paid by the Customer.
12.2 If the Customer orders Goods from the site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. The Customer will be responsible for payment of any such import duties and taxes. The Supplier has no control over these charges and cannot predict their amount and the Customer should contact the local customs office for further information before placing an order.
12.3 The Customer must comply with all applicable laws and regulations of the country for which the Goods are destined and the Supplier shall not be liable for any breach by the Customer of any such laws and regulations.
13. HEALTH AND SAFETY AT WORK
The Customer undertakes to take any steps specified by the Supplier to ensure that, as far as reasonably practicable, the Goods will be safe and without risks to health at all times when they are being set, used, cleaned or maintained by a person at work.
14. FORCE MAJEURE
14.1 If the Supplier is prevented, hindered or delayed from or in supplying the Goods in accordance with these Conditions by a Force Majeure Event the Supplier may, at its option:
14.1.1 suspend deliveries while the Force Majeure Event continues;
14.1.2 if the Supplier has insufficient stocks to meets its commitments, apportion available stocks between its customers as it decides; or
14.1.3 terminate any Contract so affected with immediate effect by written notice to the Customer, and the Supplier is not liable for any loss or damage suffered by the Customer as a result.
14.2 In this Condition 14, Force Majeure Event means any circumstances beyond the reasonable control of the Supplier including, without limitation:
14.2.1 any act of God (including lightening, storm, tempest, earthquake and
naturally occurring flood);
14.2.2 any act of war, civil disturbance, riot or unrest or terrorism;
14.2.3 strikes, lock-outs, labour disputes or industrial disturbances;
14.2.4 malicious damage, fire or explosion;
14.2.5 compliance with law or governmental order, rule, regulation or direction (including an order, rule, regulation or direction issued pursuant to the Civil Contingencies Act 2004); 14.2.6 breakdown of plant or machinery; and 14.2.7 circumstances where obtaining or replacing resources of any kind due to a shortage in the market place is impossible or (having regard to that degree of diligence which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances) impracticable notwithstanding the Supplier using all reasonable endeavours to obtain or replace such resources.
15.1 On or at any time after the occurrence of any of the events in Condition 15.2 the
15.1.1 stop any Goods in transit;
15.1.2 suspend deliveries to the Customer; and/or
15.1.3 terminate any Contract with the Customer with immediate effect by written notice to the Customer.
15.2 The events are:
15.2.1 the Customer being in breach of an obligation under a Contract with the Supplier;
15.2.2 the Customer passing a resolution for its winding up or a court of competent jurisdiction making an order for the Customer’s winding up, dissolution or bankruptcy;
15.2.3 the making of an administrative order in relation to the Customer or the appointment of a receiver over, or an encumbrancer taking possession of or selling, an asset of the Customer; or
15.2.4 the Customer making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally; or
15.2.5 any analogous event occurring in any relevant jurisdiction.
15.3 Upon termination of a Contract pursuant to this Condition any indebtedness of the Customer to the Supplier becomes immediately due and payable and the Supplier is relieved of any further obligation to supply Goods to the Customer pursuant to that Contract.
16.1 The Customer may not assign or transfer or purport to assign or transfer any of its rights or obligations under a Contract without first having obtained the Supplier’s written consent.
16.2 The Supplier may assign a Contract or any part of it to any person.
17.1 If any Condition of a Contract, (or part of a Condition), is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other Conditions shall remain in force. 17.2 If any invalid, unenforceable or illegal Condition of a Contract would be valid, enforceable or legal if some part of it were deleted, the Condition shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
The failure by the Supplier to exercise or delay by the Supplier in exercising any right, power or remedy provided by a Contract or by law does not constitute a waiver of such right, power or remedy or a waiver of any other rights, powers or remedies. No single or partial exercise of a right, power or remedy provided by a Contract shall prevent any further exercise of the right, power or remedy or the exercise of another right, power or remedy.
19.1 A notice under or in connection with a Contract shall be in writing and shall be delivered personally or sent by first class post or sent by facsimile transmission to the other party at its last known address or facsimile number.
19.2 In the absence of evidence of earlier receipt, service of a notice is deemed to have been effected as follows:
19.2.1 if delivered personally, when left at the address referred to in Condition
19.2.2 if sent by post, two days (excluding Saturdays, Sundays and bank and public holidays) after posting it (excluding the day of posting); or
19.2.3 if sent by facsimile on a working day before 5.00 p.m. at the time of its transmission and otherwise on the next working day. 19.3 Notice by e mail shall not be valid notice under a Contract.
20. THIRD PARTY RIGHTS
Nothing in a Contract is intended to confer on any person any right to enforce any Condition of a Contract which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.
Each right or remedy of the Supplier under a Contract is without prejudice to any other right or remedy of the Supplier whether under the Contract or not.
22. GOVERNING LAW AND JURISDICTION
22.1 A Contract is governed by, and shall be construed in accordance with, English law.
22.2 The courts of England have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with a Contract and, for these purposes, each party irrevocably submits to the jurisdiction of the courts of England.