THE BELOW CONDITIONS ONLY APPLY TO BUYERS WHO ARE DEALING AS A CONSUMER. IF YOU ARE DEALING AS A BUSINESS, PLEASE SEE OUR CONDITIONS OF SALE WHICH APPLY TO BUSINESSES STANDARD CONDITIONS OF SALE. SEE BUSINESS CONDITIONS
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The terms and conditions set out below apply to the entirety of this website. By accessing any part of this website you agree that you have read and understood the terms and conditions below and agreed to their content. You also acknowledge and agree to be bound by the terms of the Company’s privacy policy. By placing an order through this website, you warrant that you are capable of entering into binding contracts.
The Buyer’s attention is drawn in particular to the provisions of condition 15.
The Company amends the terms and conditions set out below from time to time, as set out in condition 21. Every time the Buyer wishes to order Goods or Custom Goods, the Buyer should check these terms and conditions to ensure it understands the terms which will apply at that time. These terms and conditions were most recently updated on 11th February 2021.
INTERPRETATION
The definitions and rules of interpretation in this condition apply in these conditions:
"Buyer" the firm or company who purchases the Goods from the Company.
"Company" Trent Furniture Limited.
"Contract" any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating or deemed to incorporate these conditions.
“Custom Goods” means any Goods which are made, processed or ordered according to the Buyer’s specifications, including (but not limited to) Goods made using specific fabrics or materials, a specific polish or finish applied to the Goods or non-standard sizes for the Goods.
"Delivery Point" the place where delivery of the Goods is to take place under condition 8.
“Event Outside The Company's Reasonable Control” means any circumstance not within a party's reasonable control including, without limitation: acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, pandemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials or unavailability of the website (howsoever caused).
"Goods" any goods agreed in the Contract to be supplied to the Buyer by the Company (including any part or parts of them).
“Return Notice” the quantity of the Goods/Custom Goods the Buyer wishes to return together with a detailed reason for the return that shall be acknowledged by the Company that shall serve as the Company's written agreement to the return of the Goods/Custom Goods.
“Return Period” means the 14 day period following the Buyer providing the Return Notice (as defined above) in which the Buyer must return the Goods/Custom Goods to the Company.
“Order Confirmation” means the Company’s confirmed receipt and acceptance of an order to the Buyer (via email or via telephone), including confirmation of the estimated date of dispatch/delivery date of the order.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.
Words in the singular include the plural and in the plural include the singular.
Clause headings do not affect the interpretation of these conditions.
A reference to writing or written includes email.
INFORMATION ABOUT THE COMPANY
The Company operates this website.
The Company is registered in England and Wales. Its registration number is 09700024 and its registered address is at Regent Street Industrial Estate Regent Street, Narborough, Leicester, United Kingdom, LE19 2DS. The Company’s VAT number is: 308 8331 04.
COMMUNICATIONS BETWEEN THE BUYER AND THE COMPANY
For general enquires or if the Buyer has any questions or complaints about the Goods/Custom Goods:
the Buyer can contact the Company by telephoning the Company’s customer service team at 0116 2864911, by writing to the Company at Regent Street Industrial Estate Regent Street, Narborough, Leicester, United Kingdom, LE19 2DS or by email at: sales@pubfurniture.co.uk. Alternatively, the Buyer can submit an enquiry form through the Company’s website.
To cancel the Contract in accordance with the Buyer’s legal right to do so as set out in condition 6 or to provide the Return Notice:
the Buyer can contact the Company by email at: sales@pubfurniture.co.uk.
If the Company has to contact the Buyer it will do so by telephone or by writing to the Buyer at the email address or postal address provided to the Company in the order.
APPLICATION OF TERMS
Subject to any variation under condition 4.3 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
No terms or conditions endorsed on, delivered with or contained in the Buyer’s purchase order, Order Confirmation, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the managing director of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to purchase Goods subject to these conditions.
The Company must receive payment of the whole price of the Goods before the Buyer’s order can be accepted. No order placed by the Buyer shall be deemed to be accepted by the Company until an Order Confirmation is sent to the Buyer by email by the Company.
The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an Order Confirmation to the Buyer. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
THE COMPANY’S RIGHT OF CANCELLATION
At any time before delivery, the Company shall be entitled to cancel any Contract if one or more of the Goods ordered by the Buyer was listed at an incorrect price due to a typographical error or an error in the pricing confirmation received from the Company’s suppliers. If the Company does cancel the Contract, the Company will notify the Buyer by email and will re-credit to the Buyer’s account any sum deducted by the Company from the Buyer’s credit card as soon as possible. The Company will not be obliged to offer any additional compensation for disappointment suffered or any other loss incurred (as may be applicable).
REFUNDS AND RETURNS
The Buyer has a legal right to cancel the Contract under the Consumer Protection (Distance Selling) Regulations 2000) during the period set out below in condition 6.3. This means that during the relevant period if the Buyer changes its mind or for any other reason it decides that it does not want to keep the Goods, the Buyer can notify the Company of its decision to cancel the Contract and receive a refund.
The cancellation right set out above in condition 6.1 does not apply to Custom Goods.
The Buyer’s legal right to cancel the Contract starts from the Order Confirmation. If the Goods have already been delivered to the Buyer, the Buyer has a period of 14 days in which it may cancel, starting from the day after the day the Buyer receives the Goods or the day after the final delivery of the Goods (if the Goods were dispatched in separate instalments).
The Buyer may cancel the Contract by providing the Return Notice.
The Buyer will receive a full refund of the price it paid for the Goods and any applicable delivery charges the Buyer paid for (with the exception of any non- standard delivery charges that have been calculated on the Buyer’s request). The Company will process the refund due to the Buyer without undue delay and, in any case, within 30 calendar days of the day on which the Return Notice was provided by the Buyer. If the Buyer returned the Goods to the Company because they fail to comply with the warranty set out in condition 13.1, please see condition 6.7. The Company may make deductions from the refund price, as described below in condition 6.11.
Custom Goods may only be returned if they fail to comply with the warranty set out in condition 13.1.
If the Buyer returns the Goods/Custom Goods (whichever is applicable) because they do not comply with condition 13.1, then subject to the Buyer complying with condition 6.9 and condition 6.10, and subject to condition 13.3, the Company will refund the price paid, any applicable delivery charges, and any reasonable costs the Buyer incurs in returning the same to the Company.
All refunds to the Buyer will be on the same credit or debit card/by the same method the Buyer used to pay.
If the Goods/Custom Goods (whichever is applicable) were delivered to the Buyer:
the Buyer must return the Goods/Custom Goods within the Return Period; and
the Buyer has a legal obligation to keep the Goods/Custom Goods in its possession and to take reasonable care of the Goods/Custom Goods while they are in its possession.
All returned Goods/Custom Goods must be packaged by the Buyer in an appropriate manner (in the original packaging, wherever possible) to prevent damage to the Goods / Custom Goods and in any event in a manner similar to or better than that used by the Company when the Goods/Custom Goods were originally delivered to the Buyer. In the case of returned Goods, unless the Goods do not comply with condition 13.1 (in this case, see condition 6.7), the Buyer will be responsible for the cost of returning the Goods to the Company.
If the Buyer returns the Goods/Custom Goods (whichever is applicable), the Company reserves the right to refuse the return of the Goods/Custom Goods for either an exchange or full refund (in the event they are not able to be resold as new) or may reduce the Buyer’s refund of the price (excluding delivery costs) to reflect any reduction in the value of the Goods/Custom Goods if this has been caused by any of the circumstances listed in condition 12.3 (“Warranty Exclusion”) or a failure to package the Goods/Custom Goods in accordance with condition 6.10. If the Company refunds the Buyer the price paid before it is able to inspect the Goods/Custom Goods and the Company later discovers a Warranty Exclusion, the Buyer must pay the Company an appropriate amount.
In the event that the product specifications of the Goods from the manufacturer has changed, the Company will use best endeavours to offer to the Buyer a substitute of the same or better quality as the Goods, at the same price (“Substituted Goods”). The Buyer shall reserve the right to return the Substituted Goods within 14 days of receiving the same for either an exchange or full refund, subject to Buyer taking reasonable care of the Substitute Goods in accordance with condition 6.10.
DESCRIPTION
The quantity and description of the Goods shall be as set out in the Company’s quotation or Order Confirmation (whichever was sent later).
All samples, drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained in the Company’s catalogues, website or brochures 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 and this is not a sale by sample.
DELIVERY
Goods will be delivered to the address that the Buyer specifies in the order. The Company will only deliver Goods to a UK mainland address, therefore if the Buyer wishes the Goods to be ultimately delivered to a non-UK mainland address, the Buyer must specify a UK mainland address for delivery by the Company. The Buyer will be responsible for all onward carriage of the Goods from such UK mainland address to the non-UK mainland address. Unless otherwise agreed in writing by the Company, delivery of the Goods shall take place at the UK mainland address specified by the Buyer in the order.
Unless otherwise agreed with the Company, the Buyer shall take delivery of the Goods on the dates specified by the Company for delivery in the Order Confirmation.
Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time of the acknowledgement of order from the Company, unless there are exceptional circumstances. The Company shall not be liable for any delays or failure to deliver the Goods (or any part of them) within any specified timescales or, if no dates are so specified, within a reasonable time. For example, if any of the Goods are not in stock, every attempt will be made to meet the agreed delivery times but the Company cannot be liable for any delay arising from its suppliers and/or manufactures’ own delivery schedules, which may be subject to variation beyond the Company’s control. The Company shall also not be liable for any delay in delivery of the Goods that is caused by an Event Outside The Company’s Reasonable Control and the provisions of condition 17 shall apply.
Subject to the other provisions of these conditions the Company shall not be liable for any direct, indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), 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), nor shall any delay entitle the Buyer to terminate or rescind the Contract unless such delay exceeds 180 days.
If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations then on the first occurrence of any of these eventualities:
risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence); and
the Goods shall be deemed to have been delivered; and
c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
The Buyer shall provide at the delivery point adequate and appropriate equipment and manual labour for loading the Goods at the Buyer’s expense.
The Company may deliver the goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract.
Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or instalment.
On delivery, the Buyer (or the Buyer’s nominated contact) shall be obliged to produce a suitable form of identification. Failure to provide may result in the Goods not being delivered, without liability being incurred by the Company.
NON-DELIVERY
The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received.
Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
The Company shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by an Event Outside The Company’s Reasonable Control or the Buyer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods and the provisions of condition 17 shall apply.
RISK/TITLE
The Goods are at the risk of the Buyer from the time of delivery.
Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
the Goods; and
all other sums which are or which become due to the Company from the Buyer on any account.
Until ownership of the Goods has passed to the Buyer, the Buyer shall:
hold the Goods on a fiduciary basis as the Company’s bailee;
store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property;
not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Buyer shall promptly produce the policy of insurance to the Company.
The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
any sale shall be effected in the ordinary course of the Buyer’s business at full market value; and
any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
The Buyer’s right to possession of the Goods shall terminate immediately if:
the Buyer 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 and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer;
the Buyer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
the Buyer encumbers or in any way charges any of the Goods.
The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 10 shall remain in effect.
PRICE
Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out on the website and the delivery charge shall be the price set out on the website.
The price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
PAYMENT
Subject to condition 12.4, payment of the price for the Goods is due in pounds sterling prior to the date the Goods are delivered or deemed to be delivered. We will take payment from your card at the time we receive your order, once we have checked your card details.
Time for payment shall be of the essence.
No payment shall be deemed to have been received until the Company has received cleared funds.
All payments payable to the Company under the Contract shall become due immediately on its termination despite any other provision.
The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Buyer.
If the Buyer fails to pay the Company any sum due pursuant to the Contract, the Buyer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of Barclays Bank PLC, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
The Buyer agrees not to make any charge-backs and/or deny or reverse any payment made for Goods and will reimburse the Company for any charge-backs, denial or reversal of payments the Buyer makes and any loss suffered by the Company as a result.
Card payments cannot be accepted for orders which a) have an end destination outside of mainland UK and b) are being delivered within the UK with the intention of onward shipping. This includes but is not exclusive to freight companies, shipping containers and storage facilities.
QUALITY
The Company warrants that (subject to the other provisions of these conditions) upon delivery, and for a period of 12 months from the date of delivery, the Goods/Custom Goods (whichever applicable) shall:
be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
be reasonably fit for their purpose; and
be reasonably fit for any particular purpose for which the Goods are being bought if the Buyer had made known that purpose to the Company in writing and the Company has confirmed in writing that it is reasonable for the Buyer to rely on the skill and judgement of the Company.
Subject to condition 13.3, if:
the Buyer gives the Return Notice of the Goods not complying with condition 13.1, and to the carrier if they do not comply as a result of damage in transit, within 30 days of the time when the Buyer discovers or ought to have discovered the defect; and
the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Buyer (if asked to do so by the Company) returns such Goods to the Company’s place of business at the Company’s cost for the examination to take place there,
the Company shall, at the Buyer’s option, repair or replace the defective Goods or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Buyer shall, at the Company’s expense, return the Goods or the part of such Goods which is defective to the Company.
The Company shall not be liable for a breach of any of the warranties in condition 13.1 if
the Buyer makes any further use of such Custom Goods/Goods after giving the Return Notice;
the defect arises because the Buyer failed to follow the Company’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Custom Goods/Goods or (if there are none) good trade practice;
the Buyer alters or repairs such Goods without the written consent of the Company;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
the Buyer alters or repairs such Goods/Custom Goods without the written consent of the Company.
Except as provided in this condition 13, the Company shall have no liability to the Buyer in respect of the Goods'/Custom Goods’ failure to comply with the warranty set out in condition 13.1.
If the Company complies with condition 13.2 it shall have no further liability for a breach of any of the warranties in condition 13.1 in respect of such Goods.
Any Goods replaced shall belong to the Company and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 12 month period.
INTELLECTUAL PROPERTY AND USE OF PERSONAL INFORMATION
The Buyer acknowledges and agrees that all copyright, trademarks and all other intellectual property rights in all materials and/or content made available as part of the Buyer’s use of this website shall remain at all times vested in the Company or its licensors. The Buyer agrees not to (and agrees not to assist or facilitate any third party) to copy, reproduce, transmit, publish, distribute, commercially exploit or create derivative works of such material or content.
The Company will only use the Buyer’s personal information as set out in the Company’s privacy policy contained in the Company’s website.
LIMITATION OF LIABILITY
If the Company fails to comply with the terms of the Contract, the Company is responsible for loss or damage the Buyer suffers that is a foreseeable result of the Company’s breach of the Contract or the Company’s negligence, but is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of a breach or if they were contemplated by the Buyer and the Company at the time the Contract was entered into.
The Company does do not in any way exclude or limit our liability for:
death or personal injury caused by the Company’s negligence;
fraud or fraudulent misrepresentation;
any breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
any breach of the terms implied by section 13 to 15 of the Sale of Goods Act 1979 (description, satisfactory quality and fitness for purpose);
breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality and fitness for purpose); and
defective goods under the Consumer Protection Act 1987.
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract. This condition 15.3 does not affect the Buyer’s statutory rights.
The Company only supplies the products for domestic and private use. If the Buyer uses the products for any commercial, business or re-sale purpose the Company will have no liability to the Buyer for any loss of profit, loss of business, business interruption, or loss of business opportunity.
The Company may assign the Contract or any part of it to any person, firm or company.
This condition 15 shall survive termination of the Contract.
ASSIGNMENT
The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
EVENT OUTSIDE THE COMPANY'S REASONABLE CONTROL
Provided the Company has complied with condition 17.2, if the Company is prevented, hindered or delayed in or from performing any of its obligations under this Contract by an Event Outside The Company’s Reasonable Control, the Company shall not be in breach of this Contract or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
The Company shall:
as soon as reasonably practicable after the start of the Event Outside The Company's Reasonable Control, notify the Buyer of the Event Outside The Company's Reasonable Control, the date on which it started, its likely or potential duration, and the effect of the Event Outside The Company’s Reasonable Control on its ability to perform any of its obligations under the agreement; and
use all reasonable endeavours to mitigate the effect of the Event Outside The Company’s Reasonable Control on the performance of its obligations.
If the Event Outside The Company’s Reasonable Control prevents, hinders or delays the Company’s performance of its obligations for a continuous period of more than 14 weeks, both the Company and the Buyer may terminate this Contract by giving 2 weeks' written notice to the other party.
WAIVER
If the Company does not insist immediately that the Buyer does anything it is required to do under the Contract, or if the Company delays in taking steps against the Buyer in respect of it breaking the Contract, that will not mean that the Buyer does not have to do these things and it will not prevent the Company from taking steps against the Buyer at a later date. For example, if the Buyer misses a payment and the Company does not chase the Buyer but the Company continues to provide the Goods, the Company can still require the Buyer to make the payment at a later date.
SEVERANCE
If any provision of the Contract (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
THIRD PARTY RIGHTS
The parties to this Contract do not intend that any term of this Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
RIGHT TO VARY THESE TERMS AND CONDITIONS
The Company has the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting the Company’s business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements.
The Buyer will be subject to the Company’s policies and terms and conditions in force at the time that it orders products from the Company, which can be found on the Company’s website.
Whenever the Company revises its policies and terms and conditions in accordance with this condition 21, the Company will state that the terms and conditions have been amended and the relevant date at the top of this page.
TERMINATION
Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Buyer if:
the Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 28 days of that party being notified in writing to do so;
the Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
the Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
the Buyer's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
Without limiting its other rights or remedies, the Company may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Company if the Company becomes subject to any of the events listed in condition 22.1.2 to condition 22.1.4, or the Company reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.
Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.
On termination of the Contract for any reason the Buyer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Buyer immediately on receipt.
Termination or expiry of the Contract, however arising, shall not affect any of the parties' rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
ENTIRE AGREEMENT
The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
GOVERNING LAW AND JURISDICTION
This website and these conditions and any disputes or claims arising out of or in connection with their subject matter are governed by and construed in accordance with the law of England.
The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract.