Terms of Trading
Synergyonlinestore is a trading name of Wightman & Parrish Ltd
TERMS OF TRADING
1. Definitions and Interpretation
In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Conditions: these terms and conditions.
Consumer: means any Customer who, in entering into the Contract, is acting solely on their own private behalf as an individual consumer and not as or on behalf of or for the purposes of any business.
Contract: the contract between W&P and the Customer for the supply of Goods and/or Services pursuant to an Order accepted by W&P pursuant to clause 2.2, which contract incorporates these Conditions.
Customer: the person or firm who purchases the Goods and/or Services from W&P.
Delivery Location: has the meaning set out in clause 4.1.
Force Majeure Event: has the meaning given to it in clause 12.1.
Goods: the goods (or any part of them) to be supplied by W&P as set out in any Order accepted by W&P pursuant to clause 2.2.
Order: the Customer’s order for the supply of Goods and/or Services, as set out the purchase order form (whether in paper or electronic form).
Services: the services to be supplied by W&P to the Customer as set out in the Service Specification.
Service Specification: the description or specification for the Services provided in writing by W&P to the Customer or as detailed on the Order.
W&P: means Wightman & Parrish Limited (Co No 00139002) whose registered office is at Station Road Industrial Estate, Hailsham, East Sussex BN27 2QA.
Please Note that where the Customer is a Consumer nothing in these Conditions shall affect their statutory rights as a consumer. In such circumstances the goods we supply must match the description given, be of satisfactory quality and fit for purpose. Consumers should contact their local Trading Standards Service or Citizens Advice Bureau if they need any more information about their statutory rights
2. Basis of contract
2.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when W&P issues written acceptance (whether in paper or electronic form) of the Order at which point and on which date the Contract shall come into existence. For the avoidance of doubt delivery to the Customer of the Goods and/or Services ordered by the Customer shall be conclusive evidence of acceptance of the Order.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt acceptance of delivery of any Goods or the completion of any Services shall be deemed conclusive evidence of the Customer’s acceptance of these Conditions and no variation to these Conditions shall apply unless expressly agreed in writing by W&P.
3.1 The Goods are described in W&P’s catalogue or on its website and all sizes are shown in metric.
3.2 Every effort has been made by W&P to ensure the accuracy of any description of the Goods given by any representative of W&P or in any catalogue or on any website produced or maintained by W&P but, to the extent permitted by law, W&P shall not be responsible for any errors or omissions.
3.3 Any recommendation or suggestion made by any representative of W&P or in any catalogue or on any website produced or maintained by W&P relating to the Goods or their use is given in good faith but it the responsibility of the Customer to satisfy itself as to the suitability of the Goods for the Customer’s intended purpose and, save where the Customer is a Consumer and to the extent permitted by law, W&P excludes any liability for breaches of any conditions or warranties implied by statute relating to the fitness of goods for any particular purpose
4. Delivery of Goods
4.1 W&P shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location).
4.2 Delivery of the Goods shall be completed on the Goods’ arrival at the Delivery Location.
4.3 Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. W&P shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide W&P with adequate delivery instructions or facilities.
4.4 W&P reserve the right to deliver the Goods by instalments.
5. Quality of Goods and Returns Policy
5.1 Where the Customer is a Consumer, W&P warrants that on delivery, and (save where the Goods are of a perishable or consumable nature) for a reasonable period thereafter, the Goods shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) be fit for any purpose held out by W&P.
5.2 Where the Customer is not a Consumer but is purchasing the Goods for use in a business, W&P warrants that on delivery, and (save where the Goods are of a perishable or consumable nature) for a period of 6 months from the date of delivery (Warranty Period), the Goods shall be free from material defects in design, material and workmanship
5.3 Subject to clause 5.4, if:
(a) the Customer gives notice in writing during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with any warranty set out in clause 5.1 or 5.2 (as applicable);
(b) W&P is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by W&P) returns such Goods to W&P’s place of business,
W&P shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full and refund any reasonable costs incurred by the Customer in returning such defective goods.
5.4 W&P shall not be liable for the Goods’ failure to comply with any warranty in clause 5.1 or 5.2 (as applicable) if:
(a) the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.3;
(b) the defect arises because the Customer failed to follow W&P’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good practice;
(c) the Customer alters or repairs such Goods without the written consent of W&P; or
(d) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
5.5 The terms of these Conditions shall apply to any repaired or replacement Goods supplied by W&P under clause 5.3.
5.6 W&P’s drivers are only authorised to collect Goods for return if they have a collection note issued by W&P, which notes will only be issued when W&P have the relevant invoice number, date and reason for return. Save where clause 6 applies, W&P reserves the right to make a re-stocking charge of 20% of the value of the Goods if the Goods were supplied as ordered and in accordance with these Conditions. Any Goods that are alleged to be faulty will be collected for evaluation by W&P and/or the manufacturer of the Goods before any credit or replacement is provided.
5.7 Whilst W&P shall endeavour to provide items not otherwise listed in W&P’s catalogue or on their website, such items will be regarded as special orders and, save where clause 6 applies, cannot normally be returned to W&P unless they are faulty or defective in which case the remaining provisions of this clause 5 shall apply. Where a Customer makes a special order W&P reserves the right to require payment in full or in part payment prior to acceptance of the Order.
6. Consumer’s Right to Cancel
Where the Customer is a Consumer (and only where the Customer is dealing as a Consumer and not otherwise) this Clause 6 shall apply
6.1 The Customer may cancel the Contract for the Goods at any time up to the end of the seventh Business Day from the date the Customer receives the ordered Goods. The Customer does not need to give W&P any reason for cancelling the Contract nor will any penalty be payable.
6.2 The Customer may cancel any Contract for the supply of Services at any time up to the end of the seventh Business Day from the date the Order was accepted by W&P unless at that time the Services have commenced or been completed and the Customer agreed (having been told that that their rights to cancel thereby end) to such Services commencing prior to the expiry of the said seven Business Day period. The Customer does not need to give W&P any reason for cancelling the Contract nor will any penalty be payable
6.3 To cancel the Contract, the Customer must notify W&P in writing (by post or email) to the following address:-
Wightman & Parrish Limited
Station Road Industrial Estate
East Sussex BN27 2QA
6.4 If the Customer has received the Goods before cancelling the Contract then the Customer must send the Goods back to the contact address in clause 6.3 at the Customer’s cost and risk. If the Customer cancels the Contract prior to delivery then the Customer must not accept delivery of the Goods and, if the Customer does so, the Goods must be promptly sent back to W&P at the contact address in clause 6.3 at the Customer’s own cost and risk as soon as possible.
6.5 If the Customer cancels any Contract pursuant to this clause 6 any sum paid or debited to the Customer from any credit or debit card will be repaid or re-credited (as applicable) within 30 days of cancellation.
6.6 Unless otherwise agreed and in addition to the rights of cancellation in clauses 6.1 and 6.2, if W&P do not satisfy an Order within 30 days of acceptance of the Order then the Customer may at any time thereafter cancel the Contract in accordance with clauses 6.3 to 6.5 inclusive.
6.7 Where a Customer cancels the Contract, the Customer shall be responsible for any losses suffered by W&P as a result of any failure to return the Goods in question or any damage suffered to such Goods prior to their receipt back by W&P.
7. Title, Risk and Inspection of Goods
7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
7.2 Title to the Goods shall not pass to the Customer until W&P has received payment in full for the Goods
7.3 If before title to the Goods passes to the Customer the Customer becomes unable to pay its debts, comes to an arrangement with its creditors, becomes bankrupt, goes into insolvent liquidation or administration or has a receiver appointed or W&P reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been used or resold in the ordinary course of business, and without limiting any other right or remedy W&P may have, W&P may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
7.4 W&P shall be responsible for any damage to Goods in transit or in the course of unloading (if unloading is done by the W&P driver). The Customer must inspect the Goods as soon as possible and notify W&P of any errors, shortages, discrepancies or damage within:-
7.4.1 5 Business Days of the date of delivery, time being of the essence, where the Customer is not dealing with W&P as a Consumer; or
7.4.2 within a reasonable time from the date of delivery where the Customer is dealing with W&P as a Consumer.
8. Supply of Services
8.1 W&P shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
8.2 W&P shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services unless when making an Order, the Customer expressly indicates in writing to W&P that time shall be of the essence in respect of any performance dates.
8.3 W&P warrants to the Customer that the Services will be provided using reasonable care and skill.
9. Customer’s Obligations
9.1 The Customer shall:
(a) ensure that the terms of the Order are complete and accurate;
(b) co-operate with W&P in all matters relating to the Services;
(c) provide W&P with access to the Customer’s premises and other facilities as reasonably required by W&P to provide the Services; and
(d) provide W&P with such information and materials as W&P may reasonably require to supply the Services, and ensure that such information is accurate in all material respects.
9.2 If W&P’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
(a) W&P shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays W&P’s performance of any of its obligations;
(b) W&P shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from W&P’s failure or delay to perform any of its obligations as set out in this clause 9.2; and
(c) the Customer shall reimburse W&P on written demand any costs or losses sustained or incurred by W&P arising directly or indirectly from the Customer Default.
10. Charges and payment
10.1 The price for Goods shall be the price set out in the Order or, if no price is quoted, the price set out in W&P’s published price list as at the date of acceptance of the Order by W&P. Unless otherwise agreed at the time of Order, the price of the Goods is exclusive of all packaging, postage or delivery costs and charges, which shall be paid by the Customer when it pays for the Goods. W&P reserve the right to alter published prices for Goods at any time without notice.
10.2 The charges for Services shall be as agreed and calculated in accordance with the Order and, unless otherwise agreed in writing by W&P, shall be exclusive of the costs of any materials used in the provision of the Services which costs shall be payable in addition by the Customer when it pays of the Services.
10.3 In respect of Goods, W&P shall invoice the Customer on or at any time after completion of delivery. In respect of Services, W&P shall invoice the Customer on completion of the Services or otherwise (at W&P’s option) at weekly intervals in arrears.
10.4 Goods shall be paid for prior to delivery unless W&P have agreed to operate a credit account for the Customer. Credit account operation shall be subject to prior receipt by W&P of satisfactory references, credit checks and compliance with W&P’s payment terms and credit accounts may be withdrawn from any Customer at any time by W&P where there is any breach by the Customer of these Conditions.
10.5 Unless paid in full prior to delivery, Customers with the benefit of a credit account shall pay each invoice submitted by W&P within 30 days of the date of the date of invoice and time for payment shall be of the essence of the Contract.
10.6 All amounts payable by the Customer under the Contract are:-
10.6.1 exclusive of Value Added Tax (which is payable in addition) where the Customer is not dealing with W&P as a Consumer; and
10.6.2 inclusive of Value Added Tax where the Customer is dealing with W&P as a Consumer.
10.7 Any payments made through any secure payment system on any website operated by W&P are subject to the terms and conditions of the relevant secure payment system provider.
10.8 Without limiting any other right or remedy of W&P, if the Customer fails to make any payment due to W&P under the Contract by the due date for payment (Due Date), W&P shall have the right to charge interest on the overdue amount at the annual rate of 8% above the then current Barclays Bank plc’s base lending rate from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment.
11. Limitation of Liability:
11.1 Nothing in these Conditions shall limit or exclude W&P’s liability for:
(a) death or personal injury;
(b) fraud or fraudulent misrepresentation; and
(c) where the Customer is a Consumer, defective products under the Consumer Protection Act 1987.
11.2 Subject to clause 11.1 and save where the Customer is a Consumer:
(a) W&P shall not be liable to the Customer, whether in contract, tort (including negligence), 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
(b) W&P’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the price of the relevant Goods or Services.
11.3 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.1 Force Majeure:
(a) For the purposes of the Contract, Force Majeure Event means an event beyond the reasonable control of W&P including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
(b) W&P shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
(c) If the Force Majeure Event prevents W&P from providing any of the Services and/or Goods for more than 20 Business days, either party shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the other party.
12.2 W&P Equipment:
Where W&P supply any equipment “free-on-loan” to any Customer, such equipment shall remain the property of W&P at all times and the Customer shall take good care of such equipment. Save in respect of death or personal injury, W&P shall have no liability for any breakdown of such equipment and W&P shall have the right at any time to recover or to require the Customer to return such equipment. W&P shall be entitled to charge the Customer in full for any “free on loan” equipment that is not returned to W&P in good and working condition as a result of any failure by the Customer to take good care of such equipment.
12.3 Third Parties:
A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.4 Call Recording:
For quality control and training purposes W&P reserve the right to record telephone calls made between Customers and W&P.
12.5 Governing Law and Jurisdiction:
The Contract shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
13. Non-Discrimination and Equal Opportunities
It is W&P’s policy that in delivering Goods and/or Services W&P will not discriminate against Customers or suppliers because of (whether perceived or actual) their gender, sexual orientation, marital or civil partner status, gender reassignment, race, religion or belief, colour, nationality, ethnic or national origin, disability or age, collectively known as “protected characteristics”. This extends to protecting people from discrimination who are associated with someone who has a “protected characteristic”, for example, as their carer. The principle of non-discrimination and equality of opportunity applies equally to W&P’s staff and W&P do not expect any of its staff to be discriminated against by Customers or suppliers because of any protected characteristic, whether actual or perceived. Customers who experience any alleged breach of W&P’s policy should report the matter immediately to the Managing Director of W&P without delay.
14. Trade Marks
“W&P” and “Wightman & Parrish” are registered trade marks of Wightman & Parrish Limited (Co No 00139002) whose registered office is at Station Road Industrial Estate, Hailsham, East Sussex BN27 2QA.
Wightman & Parrish Ltd
Station Road Industrial Estate, Hailsham, East Sussex, BN27 2QA
Tel: 01323 440444 Fax: 01323 846027 Email: email@example.com