Welcome to Spaldings' website. If you use this website you are agreeing to comply with and be bound by the following terms and conditions of use, which together with our privacy policy govern Spaldings' relationship with you in relation to this website. It is also deemed that you have read and understand these terms and conditions and agree to be bound by them each time you access this website.

The term 'Spaldings' or 'us' or 'we' refers to the owner of the website whose registered office is 25-35 Sadler Road, Lincoln, Lincolnshire, LN6 3XJ. Our company registration number is 01558147, England. The term 'you' refers to the user or viewer of our website.

The use of this website is subject to the following terms of use:

·      The content of the pages of this website is for your general information and use only. It is subject to change without notice.

·      Access and use of this website is entirely at your own risk.

·      Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.

·      This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.

·       All trademarks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.

·      Unauthorised use of this website or material contained within this website may give rise to a claim for damages and/or be a criminal offence.

·       From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).

·      You may not create a link to this website from another website or document without Spaldings prior written consent.

·      Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Scotland and Wales.

E-COMMERCE SPALDINGS LIMITED ONLINE TERMS AND CONDITIONS OF TRADING

This website is controlled and operated by Spaldings Limited (the “Company”) of Sadler Road, Lincoln, Lincolnshire LN6 3XJ, United Kingdom. The Company is incorporated in England under company number 01558147. 

The Company may be contacted either by e-mail at admin@spaldings.co.uk, by post at the above address or by telephone on 01522 500600.

Please read these terms and conditions carefully before using this website to purchase Goods (as defined below).  By clicking on the “I accept” link at the bottom of these terms and conditions, you agree that these terms and conditions apply to the purchase of Goods from this website.

1              INTERPRETATION

1.1          In these terms and conditions the following words have the following meanings:-

"Catalogue"                 the Company's electronic catalogue which appears on this website;

"Consumer"                 a Customer dealing as a consumer who, in making a contract for the purchase or acquisition of goods or services, is not making a contract in the course of a business;

"Contract"                    the contract between the Company and the Customer for the sale and purchase of the Goods;

"Contract Price"          the total price of the Goods as set out in the relevant Order;

"Customer"                  the person(s) or company whose order for the Goods is accepted by the Company;

"Delivery Point"           the place where delivery of the Goods is to take place as specified in the Order;

"Goods"                       any goods which the Customer purchases using this website;

"Intellectual Property   all patent, trade marks, trade names, copyright, database rights, moral

Rights”                         rights, rights in design, know-how, confidential information, and all or any other intellectual or industrial property rights whether or not registered or capable of being registered and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto;

"Order"                        an order made by the Customer using this website;

Order Form"                the purchase order form created electronically on this website as part of the Order process.

1.2          The headings in these terms and conditions are for convenience only and shall not affect their interpretation.

2              CONTRACT TERMS

2.1          By ordering Goods using this website the Customer confirms either:

2.1.1              that they are placing the Order in their personal capacity and that they accept that these terms and conditions will apply; or

2.1.2              where they are placing an Order in the name of another individual, a partnership, company or other legal entity, that they have the right and authority to place the Order and to accept these terms and conditions on behalf of such individual, partnership, company or other legal entity.

2.2          Subject to any variation under clause 2.4, the Contract will be on these terms and conditions set out below to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document).

2.3          Each Order shall be deemed to be an offer by the Customer to purchase Goods subject to these terms and conditions. There will be no legally binding Contract until the Company has accepted the Order by e-mailing or otherwise notifying the Customer to signify its acceptance. The Company shall be entitled not to accept any Order, but shall notify the Customer by e-mail of its non-acceptance. Any counter-offer issued by the Company in response to an Order shall also be subject to these terms and conditions.

2.4          Any variation to these terms and conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a duly appointed officer of the Company.

2.5          The Customer must ensure that the details in the Order are complete and accurate.

2.6          No Order which the Company has accepted may be cancelled by the Customer except with the written agreement of the Company.

2.7          A “Scheduled Order” (meaning an Order calling for delivery spread over a specific period) shall constitute unqualified authority to supply all Goods under the Order and the Customer shall be liable to pay for all such Goods from the date of the Contract.

3              DESCRIPTION

3.1          Subject to clauses 3.2 and 3.3, the description of the Goods shall be as set out in the Catalogue or elsewhere on this website (as applicable).

3.2          All drawings, descriptive matter, specifications, data and advertising included on this website and any descriptions or illustrations contained in the Catalogue appear for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract nor be regarded as a warranty or representation in relation to the Goods, and the Company accepts no responsibility for any inaccuracy in such information. If special accuracy is required the Customer must state specifically on the Order Form the maximum and minimum limits.

3.3          The Company may make any changes to the specification, design, materials or finishes of the Goods which are required to conform with any applicable safety or other statutory requirements.

4              DELIVERY

4.1          Delivery of the Goods shall be made at the Delivery Point.

4.2          The Goods shall be delivered by such means as the Company thinks fit.

4.3          The Company will make every reasonable effort to deliver the Goods within the time agreed. However, any dates specified by the Company for delivery of the Goods are approximate only and may not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

4.4          The Company may deliver the goods in instalments unless otherwise agreed.

4.5          Subject to the other provisions of these terms and conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence) unless such delay exceeds 180 days whereupon the Customer may terminate this Contract.

4.6          The Company will not be able to accept claims by the Customer for damage, shortages, or discrepancies unless the Company is advised in writing within 3 days after delivery. In the absence of such notice the Customer will be deemed to have accepted the Goods.

4.7          If the Customer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except because of the Company's fault) risk in the Goods will pass to the Customer and the Goods will be deemed to have been delivered and (without prejudice to its other rights) the Company may:

4.7.1              store or arrange for the storage of the Goods until actual delivery or sale and charge the Customer for all related costs and expenses (including, without limitation, storage and insurance); and/or

4.7.2              charge the Customer such loss or damage as may be suffered or incurred by the Company by reason thereof.

4.8          The Customer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for off-loading and/or loading the Goods.

4.9          All Goods ordered by the Customer are subject to availability. If the Company is unable to supply an item the Company will advise the Customer within a reasonable period of time of the action they have taken.

5              FORCE MAJEURE

5.1          The Company shall not be liable to the Customer in any manner or be deemed to be in breach of this Contract (subject to clause 11) because of any delay in performing or any failure to perform any of the Company's obligations under this Contract if the delay or failure was due to any cause beyond the Company's reasonable control.

5.2          Without prejudice to the generality of clause 5.1 the following shall be included as causes beyond the Company's reasonable control:

5.2.1              governmental actions, war or threat of war, national emergency, riot, civil disturbance, sabotage or requisition;

5.2.2              act of God, fire, explosion, flood, epidemic or accident;

5.2.3              import or export regulations or embargoes;

5.2.4              labour disputes not including disputes involving the Company's work-force; and

5.2.5              inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour.

6              RISK/OWNERSHIP

6.1          Risk of damage to or loss of Goods shall pass to the Customer upon delivery.

6.2          Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds):

6.2.1              all sums due to it in respect of the Goods; and

6.2.2              all other sums which are or which become due to the Company from the Customer on any account.

6.3          Until ownership of the Goods has passed to the Customer, the Customer must:

6.3.1              hold the Goods on a fiduciary basis as the Company's bailee;

6.3.2              store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;

6.3.3              not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.4              maintain the Goods in satisfactory condition insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company; and

6.3.5              hold the proceeds of the insurance referred to in clause 6.3.4 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

6.4          The Customer may resell the Goods before ownership has passed to it solely on the following conditions:

6.4.1              any sale shall be effected in the ordinary course of the Customer's business at full market value and the Customer shall account to the Company accordingly; and

6.4.2              any such sale shall be a sale of the Company's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.

6.5          Subject to the terms hereof, the Customer is licensed by the Company to process the said Goods in such fashion as it may wish and/or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the said Goods shall be separately stored and marked so as to be identifiable as being made from or with the goods the property of the Company.

6.6          The Customer shall be at liberty to agree to sell on any product produced from or with the Goods on the express condition that such an agreement to sell shall take place as agents and bailees for the Company and that the entire proceeds therefore are held in trust for the Company and are not mingled with any other monies and shall at all times be identifiable as the Company’s monies.

6.7          If the Customer has not received the proceeds of any such sale it shall, if called upon to do so by the Company, within seven days thereof assign to the Company all rights against the person or persons to whom the Customer has supplied any product or chattel made from or with the Goods.

6.8          The Customer's right to possession of the goods shall cease if he, not being a company commits any act of bankruptcy or if he, being a company does anything or fails to do anything which would entitle a receiver to take possession of and assets or which would entitle any person to present a petition for winding-up. The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are stored for the purposes of recovery of the same.

7              PRICE AND QUOTATIONS

7.1          The price for the Goods shall be the price set out on this website, provided that the Company shall be entitled to increase the quoted price by an amount equal to the amount of any additional costs, charges or expenses incurred by the Company in direct or indirect consequence of any additional or incorrect instruction given by the Customer.

7.2          Save for VAT, the price shown on this website for the Goods is exclusive of any applicable tax which the Customer shall pay in addition when it is due to pay for the Goods. In respect of VAT this website shall set out the price exclusive of VAT at standard UK rate.

7.3          The Customer shall pay the Company's charges for transport, packaging, loading, unloading and insurance in addition when it is due to pay for the Goods and the Company's charges shall be those prices detailed on this website as amended from time to time.

7.4          Promotional prices apply until the end of the current month. The Company reserves the right to alter promotional prices without prior notice.

8              PAYMENT

8.1          Unless agreed otherwise by the Company, payment shall be made by credit or debit card at the time of making the Order and the Goods will not be delivered until the Company is paid the amount shown on the Order Form.

8.2          Time for payment shall be of the essence.

8.3          No payment shall be deemed to have been received until the Company has received cleared funds.

8.4          All payments payable to the Company under this Contract shall become due immediately upon termination of this Contract despite any other provision, except where the Contract is terminated by the Customer in accordance with these terms and conditions.

8.5          The Customer shall make all payments due under this Contract without any deduction whether by way of set-off, counterclaim or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

8.6          If the Customer fails to make any payment under this Contract on the due date then (without prejudice to its other rights and remedies) the Company may charge the Customer interest (both before and after judgement) on the amount unpaid at the annual rate of 5% above Lloyds TSB Plc's base rate from time to time until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).

8.7          The Company may appropriate any payment made by the Customer to the Company to such of the Goods as the Company thinks fit despite any purported appropriation by the Customer.

9              CUSTOMERS DEALING AS CONSUMERS

9.1          When the Company supplies a Customer dealing as a Consumer the following provisions shall apply:     

9.1.1              with Goods which are faulty or damaged the Company will either replace or repair them or provide the Customer with a full refund. However, the Customer must not return the Goods to the Company's office address without first contacting the company's customer service department who will advise the Customer as to how to proceed;

9.1.2              the Customer may cancel this Contract within 7 working days (which do not include Saturdays, Sundays or public holidays) from the day after the day on which the Consumer receives the Goods when an Order is placed by email or by telephone. To cancel the Contract, the Consumer must contact the Company in writing by sending an email to custservice@spaldings.co.uk.  If the Contract is cancelled under this clause 9.1.2, the Company will provide the Consumer with a full refund of the price paid for the Goods and any applicable delivery charges.  This refund will be processed as soon as possible within 30 calendar days after the date of cancellation;

9.1.3              the Company is providing the Consumer with Goods for domestic and private use only.  The Consumer agrees not to use the Goods for any commercial, business or re-sale purposes, and the Company shall have no liability to the Consumer for any loss of profit, loss of business, business interruption, or loss of business opportunity.  This clause 9.1.4 shall replace clause 11.3 where the Customer is a Consumer; and

9.1.4              nothing in this Contract shall affect the Customer's statutory rights.

10           WARRANTY

10.1       If it is proved to the Company’s satisfaction that any Goods suffer from material defects in workmanship or materials, the Company shall, at its option, repair or replace such Goods, provided that:

10.1.1           the defect or fault shall have become apparent within such period of time as shall in all the circumstances be reasonable, but which shall not in any event exceed three months from the date of delivery (the “Warranty Period”);

10.1.2           immediate written notice shall have been given by the Customer to the Company;

10.1.3           the Goods shall at all times have been used in a proper manner or for a purpose of which the Company was made aware before delivery;

10.1.4           no attempt shall have been made by the Customer or any other person to repair or modify the Goods; and

10.1.5           the Company shall have been given an opportunity to examine the Goods within the Warranty Period and Goods delivered and alleged to be defective must be returned to the Company carriage paid within the Warranty Period. Carriage must be by the cheapest route and any cost of such carriage will only be reimbursed to the Customer if the goods are acknowledged by the Company to be defective.

10.2       Where the Company is not the manufacturer of the Goods the Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company.

10.3       Any Goods replaced will belong to the Company and any repaired or replacement Goods will be guaranteed on these terms and conditions.

11           LIMITATION OF LIABILITY

11.1       The following provisions and the provisions of clause 10 set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

11.1.1           any breach of these terms and conditions; and

11.1.2           any representation, statement or tortious act or omission including negligence arising under or in connection with this Contract.

11.2       Nothing in these terms shall limit or exclude the Company’s liability for:

11.2.1           death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

11.2.2           fraud or fraudulent misrepresentation;

11.2.3           breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

11.2.4           any matter in respect of which it would be unlawful for the Company to exclude or restrict liability under applicable law.

THE CUSTOMER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSES 11.3.1 AND 11.3.2.

11.3       Subject to clause 11.2 and clause 9.1 (for Consumers):

11.3.1           the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort, breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

11.3.2           the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort, breach of statutory duty or otherwise, shall in no circumstances exceed the sums paid by the Customer to the Company in respect of the Goods.

12           INTELLECTUAL PROPERTY

12.1       The Customer shall have no rights in respect of any Intellectual Property Rights howsoever used by the Company in relation to the Goods, Catalogue or this website and the Customer acknowledges that, he shall not acquire any rights in respect thereof and that all such Intellectual Property Rights are and shall remain vested in or controlled by the Company.

13           TERMINATION

13.1       The Company may terminate the Contract immediately by written notice to the Customer if:

13.1.1           the Customer is in breach of the Contract or any other contract with the Company; or

13.1.2           the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation (whether voluntary or compulsory), except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver, manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

13.2       The Company's rights contained in clause 6 (but not the Customer's rights) shall continue beyond termination of the Contract.

13.3       The termination of the Contract howsoever arising shall be without prejudice to the rights and duties of either the Customer or the Company accrued prior to termination.

14           DATA PROTECTION

14.1       The Customer acknowledges and agrees that:

14.1.1           details of the Customer's, and its principal directors’, name, address and payment record may be submitted to a credit reference agency, which will keep a record of that search and will share that information with other businesses and the Customer warrants that all relevant data subjects have given their informed consent for the Company to process such personal data for the purposes outlined in this clause 14; and

14.1.2           the Company will monitor and record information relating to the Customer’s trade performance and such records will be made available to credit reference agencies, who will share that information with other businesses in assessing applications for credit and fraud prevention.

15           GENERAL

15.1       Time for performance of all obligations of the Customer is of the essence.

15.2       Each right or remedy of the Company under this Contract is without prejudice to any other right or remedy of the Company whether under this Contract or not.

15.3       Any provision of this Contract which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of this Contract and the remainder of such provision shall not be affected.

15.4       Failure by the Company to enforce or partially enforce any provision of this Contract will not be construed as a waiver of any of its rights under this Contract.

15.5       The Company may assign, license or sub-contract all or any part of its rights or obligations under this Contract without the Customer's consent.

15.6       This Contract is personal to the Customer who may not assign, license or sub-contract all or any of its rights or obligations under this Contract without the Company's prior written consent.

15.7       The formation, construction, performance, validity and all aspects of this Contract are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.

15.8       All notices between the parties given by e-mail, fax, personally, or by first class post addressed to the registered office or last known business address (in the case of e-mail last known e-mail address) or to such other address as may be notified in writing, shall be deemed to have been received in the case of a fax or e-mail, upon transmission, in the case of a letter, 48 hours after posting. Notices delivered by hand shall be deemed to have been received at the time of delivery.

15.9       No person who is not a party to this Contract shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

15.10    The Customer expressly represents that before entering into the Contract the Customer has not been, and warrants and undertakes that he/she is not and throughout the term of the Contract will not become, insolvent and has not committed and will not commit any act of bankruptcy, or being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver to petition for winding-up of the company or exercise any other rights over or against the company’s assets.

E-COMMERCE SPALDINGS LIMITED ONLINE TERMS AND CONDITIONS OF TRADING

This website is controlled and operated by Spaldings Limited (the “Company”) of Sadler Road, Lincoln, Lincolnshire LN6 3XJ, United Kingdom. The Company is incorporated in England under company number 01558147. 

The Company may be contacted either by e-mail at admin@spaldings.co.uk, by post at the above address or by telephone on 01522 500600.

Please read these terms and conditions carefully before using this website to purchase Goods (as defined below).  By clicking on the “I accept” link at the bottom of these terms and conditions, you agree that these terms and conditions apply to the purchase of Goods from this website.

1              INTERPRETATION

1.1          In these terms and conditions the following words have the following meanings:-

"Catalogue"                 the Company's electronic catalogue which appears on this website;

"Consumer"                 a Customer dealing as a consumer who, in making a contract for the purchase or acquisition of goods or services, is not making a contract in the course of a business;

"Contract"                    the contract between the Company and the Customer for the sale and purchase of the Goods;

"Contract Price"          the total price of the Goods as set out in the relevant Order;

"Customer"                  the person(s) or company whose order for the Goods is accepted by the Company;

"Delivery Point"           the place where delivery of the Goods is to take place as specified in the Order;

"Goods"                       any goods which the Customer purchases using this website;

"Intellectual Property   all patent, trade marks, trade names, copyright, database rights, moral

Rights”                         rights, rights in design, know-how, confidential information, and all or any other intellectual or industrial property rights whether or not registered or capable of being registered and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto;

"Order"                        an order made by the Customer using this website;

Order Form"                the purchase order form created electronically on this website as part of the Order process.

1.2          The headings in these terms and conditions are for convenience only and shall not affect their interpretation.

2              CONTRACT TERMS

2.1          By ordering Goods using this website the Customer confirms either:

2.1.1              that they are placing the Order in their personal capacity and that they accept that these terms and conditions will apply; or

2.1.2              where they are placing an Order in the name of another individual, a partnership, company or other legal entity, that they have the right and authority to place the Order and to accept these terms and conditions on behalf of such individual, partnership, company or other legal entity.

2.2          Subject to any variation under clause 2.4, the Contract will be on these terms and conditions set out below to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document).

2.3          Each Order shall be deemed to be an offer by the Customer to purchase Goods subject to these terms and conditions. There will be no legally binding Contract until the Company has accepted the Order by e-mailing or otherwise notifying the Customer to signify its acceptance. The Company shall be entitled not to accept any Order, but shall notify the Customer by e-mail of its non-acceptance. Any counter-offer issued by the Company in response to an Order shall also be subject to these terms and conditions.

2.4          Any variation to these terms and conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a duly appointed officer of the Company.

2.5          The Customer must ensure that the details in the Order are complete and accurate.

2.6          No Order which the Company has accepted may be cancelled by the Customer except with the written agreement of the Company.

2.7          A “Scheduled Order” (meaning an Order calling for delivery spread over a specific period) shall constitute unqualified authority to supply all Goods under the Order and the Customer shall be liable to pay for all such Goods from the date of the Contract.

3              DESCRIPTION

3.1          Subject to clauses 3.2 and 3.3, the description of the Goods shall be as set out in the Catalogue or elsewhere on this website (as applicable).

3.2          All drawings, descriptive matter, specifications, data and advertising included on this website and any descriptions or illustrations contained in the Catalogue appear for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract nor be regarded as a warranty or representation in relation to the Goods, and the Company accepts no responsibility for any inaccuracy in such information. If special accuracy is required the Customer must state specifically on the Order Form the maximum and minimum limits.

3.3          The Company may make any changes to the specification, design, materials or finishes of the Goods which are required to conform with any applicable safety or other statutory requirements.

4              DELIVERY

4.1          Delivery of the Goods shall be made at the Delivery Point.

4.2          The Goods shall be delivered by such means as the Company thinks fit.

4.3          The Company will make every reasonable effort to deliver the Goods within the time agreed. However, any dates specified by the Company for delivery of the Goods are approximate only and may not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.

4.4          The Company may deliver the goods in instalments unless otherwise agreed.

4.5          Subject to the other provisions of these terms and conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence) unless such delay exceeds 180 days whereupon the Customer may terminate this Contract.

4.6          The Company will not be able to accept claims by the Customer for damage, shortages, or discrepancies unless the Company is advised in writing within 3 days after delivery. In the absence of such notice the Customer will be deemed to have accepted the Goods.

4.7          If the Customer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except because of the Company's fault) risk in the Goods will pass to the Customer and the Goods will be deemed to have been delivered and (without prejudice to its other rights) the Company may:

4.7.1              store or arrange for the storage of the Goods until actual delivery or sale and charge the Customer for all related costs and expenses (including, without limitation, storage and insurance); and/or

4.7.2              charge the Customer such loss or damage as may be suffered or incurred by the Company by reason thereof.

4.8          The Customer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for off-loading and/or loading the Goods.

4.9          All Goods ordered by the Customer are subject to availability. If the Company is unable to supply an item the Company will advise the Customer within a reasonable period of time of the action they have taken.

5              FORCE MAJEURE

5.1          The Company shall not be liable to the Customer in any manner or be deemed to be in breach of this Contract (subject to clause 11) because of any delay in performing or any failure to perform any of the Company's obligations under this Contract if the delay or failure was due to any cause beyond the Company's reasonable control.

5.2          Without prejudice to the generality of clause 5.1 the following shall be included as causes beyond the Company's reasonable control:

5.2.1              governmental actions, war or threat of war, national emergency, riot, civil disturbance, sabotage or requisition;

5.2.2              act of God, fire, explosion, flood, epidemic or accident;

5.2.3              import or export regulations or embargoes;

5.2.4              labour disputes not including disputes involving the Company's work-force; and

5.2.5              inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour.

6              RISK/OWNERSHIP

6.1          Risk of damage to or loss of Goods shall pass to the Customer upon delivery.

6.2          Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds):

6.2.1              all sums due to it in respect of the Goods; and

6.2.2              all other sums which are or which become due to the Company from the Customer on any account.

6.3          Until ownership of the Goods has passed to the Customer, the Customer must:

6.3.1              hold the Goods on a fiduciary basis as the Company's bailee;

6.3.2              store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;

6.3.3              not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;

6.3.4              maintain the Goods in satisfactory condition insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company; and

6.3.5              hold the proceeds of the insurance referred to in clause 6.3.4 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.

6.4          The Customer may resell the Goods before ownership has passed to it solely on the following conditions:

6.4.1              any sale shall be effected in the ordinary course of the Customer's business at full market value and the Customer shall account to the Company accordingly; and

6.4.2              any such sale shall be a sale of the Company's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.

6.5          Subject to the terms hereof, the Customer is licensed by the Company to process the said Goods in such fashion as it may wish and/or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the said Goods shall be separately stored and marked so as to be identifiable as being made from or with the goods the property of the Company.

6.6          The Customer shall be at liberty to agree to sell on any product produced from or with the Goods on the express condition that such an agreement to sell shall take place as agents and bailees for the Company and that the entire proceeds therefore are held in trust for the Company and are not mingled with any other monies and shall at all times be identifiable as the Company’s monies.

6.7          If the Customer has not received the proceeds of any such sale it shall, if called upon to do so by the Company, within seven days thereof assign to the Company all rights against the person or persons to whom the Customer has supplied any product or chattel made from or with the Goods.

6.8          The Customer's right to possession of the goods shall cease if he, not being a company commits any act of bankruptcy or if he, being a company does anything or fails to do anything which would entitle a receiver to take possession of and assets or which would entitle any person to present a petition for winding-up. The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are stored for the purposes of recovery of the same.

7              PRICE AND QUOTATIONS

7.1          The price for the Goods shall be the price set out on this website, provided that the Company shall be entitled to increase the quoted price by an amount equal to the amount of any additional costs, charges or expenses incurred by the Company in direct or indirect consequence of any additional or incorrect instruction given by the Customer.

7.2          Save for VAT, the price shown on this website for the Goods is exclusive of any applicable tax which the Customer shall pay in addition when it is due to pay for the Goods. In respect of VAT this website shall set out the price exclusive of VAT at standard UK rate.

7.3          The Customer shall pay the Company's charges for transport, packaging, loading, unloading and insurance in addition when it is due to pay for the Goods and the Company's charges shall be those prices detailed on this website as amended from time to time.

7.4          Promotional prices apply until the end of the current month. The Company reserves the right to alter promotional prices without prior notice.

8              PAYMENT

8.1          Unless agreed otherwise by the Company, payment shall be made by credit or debit card at the time of making the Order and the Goods will not be delivered until the Company is paid the amount shown on the Order Form.

8.2          Time for payment shall be of the essence.

8.3          No payment shall be deemed to have been received until the Company has received cleared funds.

8.4          All payments payable to the Company under this Contract shall become due immediately upon termination of this Contract despite any other provision, except where the Contract is terminated by the Customer in accordance with these terms and conditions.

8.5          The Customer shall make all payments due under this Contract without any deduction whether by way of set-off, counterclaim or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.

8.6          If the Customer fails to make any payment under this Contract on the due date then (without prejudice to its other rights and remedies) the Company may charge the Customer interest (both before and after judgement) on the amount unpaid at the annual rate of 5% above Lloyds TSB Plc's base rate from time to time until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).

8.7          The Company may appropriate any payment made by the Customer to the Company to such of the Goods as the Company thinks fit despite any purported appropriation by the Customer.

9              CUSTOMERS DEALING AS CONSUMERS

9.1          When the Company supplies a Customer dealing as a Consumer the following provisions shall apply:     

9.1.1              with Goods which are faulty or damaged the Company will either replace or repair them or provide the Customer with a full refund. However, the Customer must not return the Goods to the Company's office address without first contacting the company's customer service department who will advise the Customer as to how to proceed;

9.1.2              the Customer may cancel this Contract within 7 working days (which do not include Saturdays, Sundays or public holidays) from the day after the day on which the Consumer receives the Goods when an Order is placed by email or by telephone. To cancel the Contract, the Consumer must contact the Company in writing by sending an email to custservice@spaldings.co.uk.  If the Contract is cancelled under this clause 9.1.2, the Company will provide the Consumer with a full refund of the price paid for the Goods and any applicable delivery charges.  This refund will be processed as soon as possible within 30 calendar days after the date of cancellation;

9.1.3              the Company is providing the Consumer with Goods for domestic and private use only.  The Consumer agrees not to use the Goods for any commercial, business or re-sale purposes, and the Company shall have no liability to the Consumer for any loss of profit, loss of business, business interruption, or loss of business opportunity.  This clause 9.1.4 shall replace clause 11.3 where the Customer is a Consumer; and

9.1.4              nothing in this Contract shall affect the Customer's statutory rights.

10           WARRANTY

10.1       If it is proved to the Company’s satisfaction that any Goods suffer from material defects in workmanship or materials, the Company shall, at its option, repair or replace such Goods, provided that:

10.1.1           the defect or fault shall have become apparent within such period of time as shall in all the circumstances be reasonable, but which shall not in any event exceed three months from the date of delivery (the “Warranty Period”);

10.1.2           immediate written notice shall have been given by the Customer to the Company;

10.1.3           the Goods shall at all times have been used in a proper manner or for a purpose of which the Company was made aware before delivery;

10.1.4           no attempt shall have been made by the Customer or any other person to repair or modify the Goods; and

10.1.5           the Company shall have been given an opportunity to examine the Goods within the Warranty Period and Goods delivered and alleged to be defective must be returned to the Company carriage paid within the Warranty Period. Carriage must be by the cheapest route and any cost of such carriage will only be reimbursed to the Customer if the goods are acknowledged by the Company to be defective.

10.2       Where the Company is not the manufacturer of the Goods the Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company.

10.3       Any Goods replaced will belong to the Company and any repaired or replacement Goods will be guaranteed on these terms and conditions.

11           LIMITATION OF LIABILITY

11.1       The following provisions and the provisions of clause 10 set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

11.1.1           any breach of these terms and conditions; and

11.1.2           any representation, statement or tortious act or omission including negligence arising under or in connection with this Contract.

11.2       Nothing in these terms shall limit or exclude the Company’s liability for:

11.2.1           death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

11.2.2           fraud or fraudulent misrepresentation;

11.2.3           breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

11.2.4           any matter in respect of which it would be unlawful for the Company to exclude or restrict liability under applicable law.

THE CUSTOMER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSES 11.3.1 AND 11.3.2.

11.3       Subject to clause 11.2 and clause 9.1 (for Consumers):

11.3.1           the Company shall under no circumstances whatever be liable to the Customer, whether in contract, tort, breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

11.3.2           the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort, breach of statutory duty or otherwise, shall in no circumstances exceed the sums paid by the Customer to the Company in respect of the Goods.

12           INTELLECTUAL PROPERTY

12.1       The Customer shall have no rights in respect of any Intellectual Property Rights howsoever used by the Company in relation to the Goods, Catalogue or this website and the Customer acknowledges that, he shall not acquire any rights in respect thereof and that all such Intellectual Property Rights are and shall remain vested in or controlled by the Company.

13           TERMINATION

13.1       The Company may terminate the Contract immediately by written notice to the Customer if:

13.1.1           the Customer is in breach of the Contract or any other contract with the Company; or

13.1.2           the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation (whether voluntary or compulsory), except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver, manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.

13.2       The Company's rights contained in clause 6 (but not the Customer's rights) shall continue beyond termination of the Contract.

13.3       The termination of the Contract howsoever arising shall be without prejudice to the rights and duties of either the Customer or the Company accrued prior to termination.

14           DATA PROTECTION

14.1       The Customer acknowledges and agrees that:

14.1.1           details of the Customer's, and its principal directors’, name, address and payment record may be submitted to a credit reference agency, which will keep a record of that search and will share that information with other businesses and the Customer warrants that all relevant data subjects have given their informed consent for the Company to process such personal data for the purposes outlined in this clause 14; and

14.1.2           the Company will monitor and record information relating to the Customer’s trade performance and such records will be made available to credit reference agencies, who will share that information with other businesses in assessing applications for credit and fraud prevention.

15           GENERAL

15.1       Time for performance of all obligations of the Customer is of the essence.

15.2       Each right or remedy of the Company under this Contract is without prejudice to any other right or remedy of the Company whether under this Contract or not.

15.3       Any provision of this Contract which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of this Contract and the remainder of such provision shall not be affected.

15.4       Failure by the Company to enforce or partially enforce any provision of this Contract will not be construed as a waiver of any of its rights under this Contract.

15.5       The Company may assign, license or sub-contract all or any part of its rights or obligations under this Contract without the Customer's consent.

15.6       This Contract is personal to the Customer who may not assign, license or sub-contract all or any of its rights or obligations under this Contract without the Company's prior written consent.

15.7       The formation, construction, performance, validity and all aspects of this Contract are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.

15.8       All notices between the parties given by e-mail, fax, personally, or by first class post addressed to the registered office or last known business address (in the case of e-mail last known e-mail address) or to such other address as may be notified in writing, shall be deemed to have been received in the case of a fax or e-mail, upon transmission, in the case of a letter, 48 hours after posting. Notices delivered by hand shall be deemed to have been received at the time of delivery.

15.9       No person who is not a party to this Contract shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.

15.10    The Customer expressly represents that before entering into the Contract the Customer has not been, and warrants and undertakes that he/she is not and throughout the term of the Contract will not become, insolvent and has not committed and will not commit any act of bankruptcy, or being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver to petition for winding-up of the company or exercise any other rights over or against the company’s assets.