STANDARD TERMS AND CONDITIONS OF SALE
1.1 Definitions – Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business. Conditions: the terms and conditions set out in this document as amended from time to time in accordance with clause 18.6. Consumer: means an individual acting for purposes which are wholly or mainly outside that individual’s trade, business, craft or profession. Contract: the contract between the Supplier and the Customer for the sale and purchase of the Goods in accordance with these Conditions. Customer: the person or firm who purchases the Goods from the Supplier. Force Majeure Event: has the meaning given in clause 17. Goods: the goods (or any part of them) set out in the Order. Guarantor: the statutory director of the Customer set out in the Contract. Guaranteed Obligations: all present and future payment, storage and insurance obligations of the Customer including (a) the Customer’s payment obligations under the Contract and (b) such obligations due, owing or incurred during the Trial Period to the Supplier as set out more specifically in clause 7.3. Order: the Customer’s order for the Goods, as set out in the Customer’s purchase order form, the Customer’s written acceptance of the Supplier’s quotation, or overleaf, as the case may be. Specification: any specification for the Goods, including any related plans and drawings that is agreed by the Customer and the Supplier. Supplier: Stocks Sewing Machines Limited (registered in England and Wales with company number 03746702). Trial Period: the period of fourteen days from the date of delivery of the Goods.
1.2.1 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
1.2.2 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.2.3 A reference to writing or written includes faxes and emails.
2 CONSUMER CONTRACTS ONLY
2.1 This clause and any other clause headed “CONSUMER CONTRACTS ONLY” only applies where you act as a Consumer. Please refer to clauses 2, 4.4, 5.4, 11, 12, 13 and 15 specifically.
2.2 Who we are. We are Stocks Sewing Machines Limited a company registered in England and Wales. Our company registration number is 03746702 and our registered office is at 14 Croydon Street, Leeds, West Yorkshire, LS11 9RT. Our registered VAT number is 170936552.
2.3 How to contact us. You can contact us by telephoning us at 0113 242 9378 or by writing to us at firstname.lastname@example.org or 14 Croydon Street, Leeds, West Yorkshire LS11 9RT.
2.4 How we may contact you. If we have to contact you we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
2.5 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
2.6 We only sell to the UK. Our website is solely for the promotion of our products in the UK. Unfortunately, we do not accept orders from addresses outside the UK.
3 BASIS OF CONTRACT
3.1 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.
3.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification submitted by the Customer are complete and accurate.
3.3 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence. If we are unable to accept your order, we will inform you of this in writing and will not charge you for the Goods.
3.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with or contained in any documents of the Customer that is inconsistent with these Conditions.
3.5 Any samples, drawings or advertising produced by the Supplier and any illustrations contained in the Supplier’s catalogues or brochures are produced for the sole purpose of
giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.
3.6 A quotation for the Goods given by the Supplier shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue.
4.1 The Goods are described in the Supplier’s catalogue as modified by any applicable Specification. The images of products on our website and in our catalogue are for illustrative purposes only. Your Goods may vary slightly from the images shown.
4.2 The Customer shall indemnify the Supplier against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Supplier in connection with any claim made against the Supplier for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Supplier’s use of the Specification. This clause 4.2 shall survive termination of the Contract.
4.3 The Supplier reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
4.4 CONSUMER CONTRACTS ONLY – If you wish to make a change to the Goods you have ordered please contact us. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Goods, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the Contract (see clause 11).
5.1 The Supplier shall ensure that:
5.1.1 each delivery of the Goods is accompanied by a delivery note that shows the date of the Order, the relevant Customer and Supplier reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and
5.1.2 if the Supplier requires the Customer to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Customer shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense.
5.2 Unless otherwise agreed in writing, the Supplier shall deliver the Goods to the Customer at the address stated in the Order (Delivery Location) within seven Business Days of the Supplier notifying the Customer that the Goods are ready to be delivered.
5.3 Subject to clause 5.4, any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier 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 the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.4 CONSUMER CONTRACTS ONLY – we will contact you with an estimated delivery date which will be within 14 days after the day on which we accept your order.
5.5 If the Customer elects to collect the Goods from the Supplier’s address as set out in the Order:
5.5.1 delivery is completed on the completion of loading of the Goods at the Supplier’s address as set out in the Order;
5.5.2 where the Customer fails to take delivery of the Goods within seven Business Days of the Supplier notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Supplier’s failure to comply with its obligations under the Contract:
(a) delivery of the Goods shall be deemed to have been completed at 9:00 am on the tenth Business Day after the day on which the Supplier notified the Customer that the Goods were ready; and
(b) the Supplier shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance).
5.5.3 if 14 Business Days after the day on which the Supplier notified the Customer that the Goods were ready for delivery the Customer has not accepted delivery of them, the Supplier may resell or otherwise dispose of part or all of the Goods.
5.6 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5.7 The Supplier may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
6 CONSUMER CONTRACTS ONLY – WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT REGIME
The Waste Electrical and Electronic Equipment Directive (WEEE) requires the Supplier to allow Consumers to return their like for like waste electrical equipment free of charge. For example, if you buy a new sewing machine from us we would accept your old sewing machine and prevent it going into a landfill site by disposing of it safely. You must return
your old item to us within 28 days of purchasing your new item. Under the WEEE Regulations, all new electrical goods should now be marked with the crossed-out wheeled bin symbol to indicate that it is capable of being disposed of in this way.
7 TRIAL PERIOD AND PERSONAL GUARANTEE
7.1 Where the Goods are delivered by the Supplier to the Customer for a Trial Period, this Trial Period is not subject to charge.
7.2 Subject to clause 7.47.2, following expiry of the Trial Period, the Supplier will provide the Customer with an invoice for the value of the Goods and payment shall be made as set out in clause 10.
7.3 The Customer shall during the term of the Trial Period:
7.3.1 ensure that the Goods are kept and operated in a suitable environment, used only for the purposes for which it is designed, and operated in a proper manner by trained competent staff in accordance with any operating instructions;
7.3.2 take such steps (including compliance with all safety and usage instructions provided by the Supplier) as may be necessary to ensure, so far as is reasonably practicable, that the Goods are at all times safe and without risk to health when it is being set, used, cleaned or maintained by a person at work;
7.3.3 make good any damage to the Goods;
7.3.4 make no alteration to the Goods;
7.3.5 obtain and maintain insurance of the Goods to a value not less than its full replacement value comprehensively against all usual risks of loss, damage or destruction by fire, theft or accident, and such other risks as the Supplier may from time to time nominate in writing
7.3.6 keep the Goods at all times at the address of the Customer and shall not move or attempt to move any part of the Goods to any other location without the Supplier’s prior written consent;
7.3.7 permit the Supplier or its duly authorised representative to inspect the Goods at all reasonable times and for such purpose to enter upon any premises at which the Goods may be located, and shall grant reasonable access and facilities for such inspection;
7.3.8 not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair or maintenance), sell or offer for sale, underlet or lend the Goods or allow the creation of any mortgage, charge, lien or other security interest in respect of it;
7.3.9 not without the prior written consent of the Supplier, attach the Goods to any land or building so as to cause the Goods to become a permanent or immovable fixture on such land or building. If the Goods do become affixed to any land or building
then the Goods must be capable of being removed without material injury to such land or building and the Customer shall repair and make good any damage caused by the affixation or removal of the Goods from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal; and
7.3.10 ensure that at all times the Goods remain identifiable as being the Supplier’s property and wherever possible shall ensure that a visible sign to that effect is attached to the Goods.
7.4 The Customer shall deliver up the Goods at the end of the Trial Period where they do not wish to proceed to purchase the Goods or on earlier termination of the Contract at such address as the Supplier requires, or if necessary allow the Supplier or its representatives access to the Site or any premises where the Goods are located for the purpose of removing the Goods.
7.5 The Customer acknowledges that the Supplier shall not be responsible for any loss of or damage to the Goods arising out of or in connection with any negligence, misuse, mishandling of the Goods or otherwise caused by the Customer or its officers, employees, agents and contractors, and the Customer undertakes to indemnify the Supplier on demand against the same, and against all losses, liabilities, claims, damages, costs or expenses of whatever nature otherwise arising out of or in connection with any failure by the Customer to comply with the terms of this clause 6.
7.6 The Guarantor guarantees to the Supplier, throughout the term of the Contract, whenever the Customer does not pay or do any of the Guaranteed Obligations during the Trial Period to pay or do on demand the Guaranteed Obligations and will affix their signature confirming the same at clause Error! Reference source not found..
7.7 The liability of the Guarantor under this clause 6 shall not be reduced, discharged or otherwise adversely affected by:
7.7.1 Any intermediate payment, settlement of account or discharge in whole or in part of the Guaranteed Obligations; or
7.7.2 Any act or omission by the Supplier in taking up, perfecting or enforcing the Guaranteed Obligations; or
7.7.3 Any insolvency, bankruptcy, liquidation, administration, winding up, incapacity or any change in the constitution of the Customers; or
7.7.4 The death or incapacity (whether mental or physical) of the Guarantor, or any notice of his or her death or incapacity.
8.1 Subject to clause 13.1 the Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (warranty period), the Goods shall:
8.1.1 conform in all material respects with their description and any applicable Specification;
8.1.2 be free from material defects in design, material and workmanship; and
8.1.3 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
8.2 Subject to clause 8.3, if:
8.2.1 the Customer gives notice in writing to the Supplier during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 8.1;
8.2.2 the Supplier is given a reasonable opportunity of examining such Goods; and
8.2.3 the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier place of business at the Customer’s cost,
the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
8.3 The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in clause 8.1 in any of the following events:
8.3.1 the Customer makes any further use of such Goods after giving notice in accordance with clause 8.2;
8.3.2 the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
8.3.3 the defect arises as a result of the Supplier following any drawing, design or Specification supplied by the Customer;
8.3.4 the Customer alters or repairs such Goods without the written consent of the Supplier;
8.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
8.3.6 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
8.4 Except as provided in this clause 8, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 8.1.
8.5 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
8.6 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
9 TITLE AND RISK
9.1 The risk in the Goods shall pass to the Customer on completion of delivery.
9.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Supplier has supplied to the Customer in respect of which payment has become due.
9.3 Until title to the Goods has passed to the Customer, the Customer shall:
9.3.1 store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Supplier’s property;
9.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
9.3.3 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
9.3.4 notify the Supplier immediately if it becomes subject to any of the events listed in clause 14.1; and
9.3.5 give the Supplier such information relating to the Goods as the Supplier may require from time to time.
9.4 If before title to the Goods passes to the Customer the Customer becomes subject to any of the events listed in clause 14.1, then, without limiting any other right or remedy the Supplier may have:
9.4.1 the Customer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
9.4.2 the Supplier may at any time:
(a) require the Customer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and
(b) 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.
10 PRICE AND PAYMENT
10.1 The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the Supplier’s published price list in force as at the date of delivery.
10.2 The Supplier may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:
10.2.1 any factor beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
10.2.2 any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or
10.2.3 any delay caused by any instructions of the Customer or failure of the Customer to give the Supplier adequate or accurate information or instructions.
10.3 The price of the Goods:
10.3.1 excludes amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate, subject to the receipt of a valid VAT invoice; and
10.3.2 excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer
10.4 The Supplier may invoice the Customer for the Goods on or at any time after the Order has been accepted by the Supplier.
10.5 Unless otherwise agreed in writing between the Supplier and the Customer, the Customer shall pay the invoice in full and in cleared funds prior to delivery of the Goods. Payment shall be made to the bank account nominated in writing by the Supplier. Time for payment is of the essence.
10.6 If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 3% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
10.7 The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Supplier may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
11 YOUR RIGHTS TO END THE CONTRACT – CONSUMER CONTRACTS ONLY
11.1 You can always end your Contract with us. Your rights when you end the Contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the Contract:
11.1.1 If what you have bought is faulty or misdescribed you may have a legal right to end the Contract (or to get the product repaired or replaced or to get some or all of your money back);
11.1.2 If you want to end the Contract because of something we have done or have told you we are going to do for the reasons set out at (a) to (e) below. In this case the Contract will end immediately and we will refund you in full for any Goods which have not been provided and you may also be entitled to compensation:
(a) we have told you about an upcoming change to the Goods or these terms which you do not agree to;
(b) we have told you about an error in the price or description of the Goods you have ordered and you do not wish to proceed or have amended the price in accordance with clause 10.2;
(c) there is a risk that supply of the Goods may be significantly delayed because of events outside our control;
(d) we have suspended supply of the Goods for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 60 days; or
(e) you have a legal right to end the Contract because of something we have done wrong.
11.1.3 If you have just changed your mind about the product. In this case you have until 14 days after the date of delivery to change your mind about the Goods, but this may be subject to deductions;
11.1.4 In all other cases (if we are not at fault and there is no right to change your mind). Even if we are not at fault and you do not have a right to change your mind, you can still end the Contract before it is completed, but you may have to pay us compensation. A Contract for goods is completed when the Goods are delivered and paid for. If you want to end a Contract before it is completed where we are not at fault and you have not changed your mind, just contact us to let us know. The Contract will end immediately and we will refund any sums paid by you for Goods not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the net costs we will incur as a result of your ending the Contract.
11.1.5 When you don’t have the right to change your mind. You do not have a right to change your mind in respect Goods that are made in line with a Specification.
11.2 If we terminate the Contract in accordance with clause 14.1 to clause 14.3 (inclusive) we will refund any money you have paid in advance for Goods we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.
12 HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND) – CONSUMER CONTRACTS ONLY
12.1 Tell us you want to end the Contract. To end the Contract with us, please let us know by doing one of the following:
12.1.1 Phone or email. Call customer services on 0113 242 9378 or email us at email@example.com. Please provide your name, home address, details of the order and, where available, your phone number and email address.
12.1.2 By post. You don’t have to use it but a Model Cancellation Form is included at Schedule 1. You can print the Model Cancellation Form and post it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
12.2 Returning Goods after ending the Contract. If you end the Contract for any reason after Goods have been dispatched to you or you have received them, you must return them to us. You must either return the Goods in person to where you bought them, post them back to us at 14 Croydon Street, Leeds, West Yorkshire LS11 9RT or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on 0113 242 9378 or email us at firstname.lastname@example.org for a return label or to arrange collection. If you are exercising your right to change your mind you must send off the Goods within 14 days of telling us you wish to end the Contract.
12.3 When we will pay the costs of return. We will pay the costs of return:
12.3.1 if the Goods are faulty or misdescribed; or
12.3.2 if you are ending the Contract because we have told you of an upcoming change to the product or these terms, an error in pricing or description, a delay in delivery due to events outside our control or because you have a legal right to do so as a result of something we have done wrong.
In all other circumstances (including where you are exercising your right to change your mind) you must pay the costs of return.
12.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the Goods from you, we will charge you the direct cost to us of collection. The costs of collection will be the same as our charges for standard delivery.
12.5 How we will refund you. We will refund you the price you paid for the Goods including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
12.6 Deductions from refunds if you are exercising your right to change your mind. If you are exercising your right to change your mind:
12.6.1 We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Goods, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the Goods and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
12.6.2 The maximum refund for delivery costs will be the costs of delivery by the least expensive delivery method we offer. For example, if we offer delivery of a product within 3-5 days at one cost but you choose to have the product delivered within
24 hours at a higher cost, then we will only refund what you would have paid for the cheaper delivery option.
12.7 When your refund will be made. We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind then your refund will be made within 14 days from the day on which we receive the Goods back from you or, if earlier, the day on which you provide us with evidence that you have sent the Goods back to us.
13 CONSUMER RIGHTS – CONSUMER CONTRACTS ONLY
13.1 How to tell us about problems. If you have any questions or complaints about the Goods, please contact us. You can telephone our customer service team at 0113 242 9378 or write to us at email@example.com or 14 Croydon Street, Leeds, West Yorkshire LS11 9RT.
13.2 Summary of your legal rights. We are under a legal duty to supply Goods that are in conformity with this Contract. See the box below for a summary of your key legal rights in relation to the product. Nothing in these terms will affect your legal rights and these rights are additional to the warranty set out in clause 8.
Summary of your key legal rights
This is a summary of your key legal rights. These are subject to certain exceptions. For detailed information please visit the Citizens Advice website www.adviceguide.org.uk or call 03454 04 05 06.
If your product is goods, for example a sewing machine, the Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality. During the expected lifespan of your product your legal rights entitle you to the following:
a) Up to 30 days: if your goods are faulty, then you can get an immediate refund.
b) Up to six months: if your goods can’t be repaired or replaced, then you’re entitled to a full refund, in most cases.
c) Up to six years: if your goods do not last a reasonable length of time you may be entitled to some money back.
If your product is services, for example a support contract for a sewing machine, the Consumer Rights Act 2015 says:
a) You can ask us to repeat or fix a service if it’s not carried out with reasonable care and skill, or get some money back if we can’t fix it.
b) If you haven’t agreed a price beforehand, what you’re asked to pay must be reasonable.
c) If you haven’t agreed a time beforehand, it must be carried out within a reasonable time.
13.3 Your obligation to return rejected Goods. If you wish to exercise your legal rights to reject Goods you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 0113 242 9378 or at firstname.lastname@example.org for a return label or to arrange collection.
14 OUR TERMINATION RIGHTS
14.1 Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if:
14.1.1 the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty days of that party being notified in writing to do so;
14.1.2 the Customer 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), 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;
14.1.3 the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
14.1.4 the Customer’s financial position deteriorates to such an extent that in the Supplier’s opinion the Customer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
14.2 Without limiting its other rights or remedies, the Supplier may suspend provision of the Goods under the Contract or any other contract between the Customer and the Supplier if the Customer becomes subject to any of the events listed in clause 14.1.1 to clause 14.1.4, or the Supplier reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
14.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
14.4 On termination of the Contract for any reason the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest.
14.5 Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.
14.6 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
15 LIMITATION OF LIABILITY – CONSUMER CONTRACTS ONLY
15.1 We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Contract or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the
time the Contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.
15.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Goods as summarised at clause 13.1; and for defective Goods under the Consumer Protection Act 1987
15.3 We are not liable for business losses. We only supply the Goods to consumers for domestic and private use. If you use the Goods for any commercial, business or re-sale purpose our liability to you will be dealt with under clause 16.
16 LIMITATION OF LIABILITY – BUSINESS CUSTOMERS
16.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
16.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
16.1.2 fraud or fraudulent misrepresentation;
16.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979;
16.1.4 defective Goods under the Consumer Protection Act 1987; or
16.1.5 any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
16.2 Subject to clause 16.1:
16.2.1 the Supplier shall under no circumstances whatsoever 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
16.2.2 the Supplier’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 in no circumstances exceed 125% of the price of the Goods.
17 FORCE MAJEURE
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for six weeks, the party not affected may terminate this Contract by giving seven days’ written notice to the affected party.
18.1 Assignment and other dealings.
18.1.1 The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
18.1.2 The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
18.2.1 Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.2.2(b).
18.2.2 Each party may disclose the other party’s confidential information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 18.2; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.2.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
18.3 Entire agreement.
18.3.1 This 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.
18.3.2 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 this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
18.4 Variation. No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.5 Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.6 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
18.7.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
18.7.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address; if sent by pre-paid first class post or other next working day delivery service, at 9:00 am on the two Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
18.7.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
18.8 Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
18.9 Governing law. Subject to clause 18.11, the Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
18.10 Jurisdiction. . Subject to clause 18.11, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.
18.11 Consumer Contracts Only – Governing law and Jurisdiction. These terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you
can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
18.12 Consumer Contracts Only – Alternative dispute resolution. Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint for online resolution to the European Commission Online Dispute Resolution platform:
Schedule 1 – Model Cancellation Form
(Complete and return this form only if you wish to withdraw from the contract)
To [TRADER’S NAME, ADDRESS, TELEPHONE NUMBER AND, WHERE AVAILABLE, FAX NUMBER AND E-MAIL ADDRESS TO BE INSERTED BY THE TRADER]
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],
Ordered on [*]/received on [*],
Name of consumer(s),
Address of consumer(s),
Signature of consumer(s) (only if this form is notified on paper),
[*] Delete as appropriate
© Crown copyright 2013.
These terms tell you the rules for using our website www.printandstitch.org (our site).
www.printandstitch.org is a site operated by Stocks Sewing Machines Limited (“We”). We are limited company registered in England and Wales under company number 03746702 and have our registered office at 14 Croydon Street, Leeds, West Yorkshire LS11 9RT. Our main trading address is 14 Croydon Street, Leeds, West Yorkshire LS11 9RT. Our VAT number is 170936552.
To contact us, please email email@example.com or telephone our customer service line on 0113 242 9378.
By using our site you accept these terms
If you do not agree to these terms, you must not use our site.
We recommend that you print a copy of these terms for future reference.
There are other terms that may apply to you
If you purchase goods from our site, our Standard Terms and Conditions of Sale will apply to the sales.
We may make changes to these terms
We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.
We may make changes to our site
We may update and change our site from time to time to reflect changes to our products, our users’ needs and our business priorities. We will try to give you reasonable notice of any major changes.
We may suspend or withdraw our site
Our site is made available free of charge.
We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
We may transfer this Agreement to someone else
We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
Our site is only for users in the UK
Our site is directed to people residing in United Kingdom. We do not represent that content available on or through our site is appropriate for use or available in other locations.
You must keep your account details safe
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at firstname.lastname@example.org.
You may use our site only for lawful purposes. You may not use our site:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
- To bully, insult, intimidate or humiliate any person.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
- Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use.
- Not to access without authority, interfere with, damage or disrupt:
- any part of our site;
- any equipment or network on which our site is stored;
- any software used in the provision of our site; or
- any equipment or network or software owned or used by any third party.
How you may use material on our site
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
You must not use any part of the content on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
Do not rely on information on this site
The content on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site.
Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up to date.
We are not responsible for websites we link to
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
We have no control over the contents of those sites or resources.
Our responsibility for loss or damage suffered by you
Whether you are a consumer or a business user:
- We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
- Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Standard Terms and Condition of Sale (above)
If you are a business user:
- We exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
- We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
- use of, or inability to use, our site; or
- use of or reliance on any content displayed on our site.
- In particular, we will not be liable for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
How we may use your personal information
We are not responsible for viruses and you must not introduce them
We do not guarantee that our site will be secure or free from bugs or viruses.
You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
Rules about linking to our site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link to our site in any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page.
We reserve the right to withdraw linking permission without notice.
If you wish to link to or make any use of content on our site other than that set out above, please contact email@example.com.
Which country’s laws apply to any disputes?