TERMS AND CONDITIONS
You should print a copy of these terms for future reference. These terms, and any contract between us, are only in the English language.
When the following words with capital letters are used in these terms, this is what they will mean;
“Bespoke Products” means bespoke or custom-made products supplied by us specifically for you to your specification;
“Business Customer” means a person who is making a contract in the course of business;
“Business Days” means a day (other than a Saturday, Sunday or public holiday) when UK clearing banks in the City of London are open for general business;
“Consumer” means a person who is not making a contract in the course of business;
“Design” means a drawing or sketch or photograph produced by us to illustrate the specification of the finished product;
“Event outside our control” has the meaning given in clause 24;
“Installation location” the residential property, retail premises, business premises or other location in which the products are to be installed;
“Order” means your order for the products;
“Other products” means any products other than the products supplied by us to you;
“Production” means the process by which the product is manufactured and finished after the design is agreed;
“Products” means any products we agree to sell to you including any part or parts of them, components, or materials incorporated into them;
“Specification” means any specification for the products, including any related plans and drawings, that are agreed in writing by you with us;
“Terms” means the standard terms and conditions as set out in this document;
“Trade Marks” means any trade name, business name or trade mark, used or owned by us, whether registered or otherwise;
“We/Our/Us” means Christopher Philips (Harrogate) Limited (Company Registration No. 06220832). Our registered office is The Pumping Station, Paddock House Lane, Sicklinghall, LS22 4BL. VAT number is GB 901 3378 52;
“You/Your” means the person or firm who purchases the products from us.
1.1 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.
1.2 Words in the singular include the plural and in the plural include the singular.
1.3 A reference to one gender includes a reference to the other gender.
1.4 Condition headings do not affect the interpretation of these conditions.
1.5 A reference to a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.6 Where the terms state that a particular clause or section of a clause shall only apply to consumers or business customers, that clause or section of a clause shall only apply to consumers or business customers (as applicable) otherwise the terms shall apply to both consumers and business customers.
2. OUR CONTRACT WITH YOU
2.1 You must ensure that the details of your order for the products are complete and accurate before you submit the order. If you think that there is a mistake, please contact us to discuss.
2.2 If you require specific time related deadlines to be achieved you must inform us of these when you submit the order.
2.3 If we choose to accept your order for the products in accordance with clause 2.6, these terms will become binding on you and us, and a contract will come into existence between you and us.
2.4 Any quotation for the products is valid for a period of 30 days only from the date that it is issued, provided that we have not previously withdrawn it.
2.5 If you place an order for a product and we are unable to supply it, for example because that product or a component thereof is no longer available, we will inform you of this by email or telephone and we will not process your order. If you have already paid for the products, we will refund you the paid amount as soon as possible.
2.6 When you submit the order to us or accept our quotation (whether by email, telephone or otherwise), this does not mean that we have accepted your order for the products. Our acceptance of your order shall not take place until we issue you with written acceptance of the order (“Order Confirmation”), or deliver the products (if earlier).
2.7 We may revise these terms from time to time in the following circumstances:
(a) changes in how we accept payment from you;
(b) changes in relevant laws and regulatory requirements; and
(c) changes in the way we trade.
2.8 No change in these terms will grant you any retrospective right or action against us in respect of any previous contract.
2.9 These terms apply to all our sales and any variation to these terms and
any representations about the products shall have no effect unless expressly agreed in writing and signed by one of our authorised representatives.
3. INFORMATION ABOUT US
3.1 We operate the website www.christopherphilips.co.uk. Christopher Philips (Harrogate) Limited (Company Registration No. 06220832). Our registered office is The Pumping Station, Paddock House Lane, Sicklinghall, LS22 4BL. VAT number is GB 901 3378 52;
3.2 To contact us, please phone 01937 588266, or email firstname.lastname@example.org.
4. USE OF OUR WEBSITE
Your use of our website is governed by our terms of website use, which can be found at www.christopherphilips.co.uk/privacy-and-cookies. Please take the time to read these, as they include important terms which apply to you.
5. HOW WE USE YOUR PERSONAL INFORMATION
6. IF YOU ARE A CONSUMER
This clause 6 only applies if you are a consumer.
6.1 If you are a consumer, you may only purchase products from us if you are at least 18 years old.
6.2 As a consumer, you have legal rights in relation to products that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these terms will affect these legal rights.
7. DESCRIPTION & MATERIAL SPECIFICATION
7.1 The quantity and description of the products shall be as set out in the Company’s quotation and/or order confirmation and/or designs.
7.2 Unless specifically produced for the design of your bespoke product, any samples, drawings, images, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our catalogues, websites (including the site) or brochures (“Our literature”) are produced for the sole purpose of giving an approximate idea of the products described in them. They shall not form part of the contract or have any contractual force.
7.3 Images of the products are for illustrative purposes only. Although we make every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours will accurately reflect the colour of the products. Your products may vary slightly from those images.
7.4 Changes to specification during production. We endeavour to minimise the risk of specification changes by discussing and viewing samples with you prior to commencing production. In the event that you wish to change the specification during production we reserve the right to charge any or all of the following:
(a) The cost of materials and labour required to return the product to a position where the new specification can be applied
(b) The cost of materials and labour which is no longer usable for the product due to the change in the specification
(c) Any variance in cost between the materials and labour / production processes of the original specification and the new specification.
By placing the order with us you accept that the above costs may be charged. You further agree that on demand by us that you will pay immediately for such costs as invoiced to you by us.
7.5 Changes to specification during production. In the event that we wish to change the specification of the products during production we will communicate this with you at the earliest opportunity. We will only request a change for production reasons and the change will not be to the detriment of the product supplied to you. Subject to the change resulting in the production of a very similar product you will not be entitled to cancel the contract nor alter the terms.
7.6 Natural materials. We use natural materials in the manufacture of our products. These include but are not limited to wood, granite, leather. Variation in appearance from one piece to another is to be expected. Change of appearance over time is to be expected. By placing the order with us you accept these features of natural materials.
7.7 We are entitled to supply an alternative product to match as closely as possible to the products that you have ordered. We will provide you with reasonable notice as soon as this becomes apparent and you will have the option to accept the alternate product or cancel your order.
7.8 You shall be responsible for ensuring that the products are fully and properly maintained, including but not limited to:
(a) (in the case of Business Customers) by the development and implementation of a proper maintenance schedule in accordance with the British Standard Institute Code of Practice for installation of wood based panels (BS: 8201:2011) as issued from time to time;
(b) (in the case of Consumers and Business Customers) by ensuring that the products are maintained at the appropriate humidity level;
(c) (in the case of Consumers and Business Customers) by ensuring that the products are adequately protected against damage (including but not limited to scratches, dents and scuff marks) including but not limited to by sanding, sealing and using cloth furniture protectors in accordance with manufacturers guidance or instructions.
8. IF YOU ARE A BUSINESS CUSTOMER
This clause 8 only applies if you are a business customer.
8.1 If You are not a consumer, you confirm that you have authority to bind any business on whose behalf you purchase products.
8.2 You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us which is not set out in these terms, the terms of website use and/or the website acceptable use policy. Nothing in this clause 8.2 shall limit or exclude our liability for fraudulent misrepresentation.
8.3 Subject to any variation under clause 2.7 these are the terms on which we supply products to you, to the exclusion of all other terms and conditions (including any terms or conditions which you purport to apply under any purchase order, confirmation of order, specification or other document which are expressly rejected by us) even where such document are referred to in the contract.
9. PERFORMANCE, DELIVERY, COMPLETION
9.1 Collection from our premises. Collection may be made by you on any business day between 9:00 am and 5:00 pm. Proof of identity may be required upon collection. You may assign a third party to collect on your behalf, but you must advise us in writing of this prior to collection.
9.2 Delivery. If you require delivery of your order you must state this when placing the order. We shall deliver the products to the address that you have provided us with in your order, or such other location as we shall agree in writing (“Delivery Location”) provided always that we are permitted to do so by law. Delivery will be on a business day between 9:00 am and 5:00 pm.
9.3 Delivery of the order shall be completed when we deliver the products to the delivery location or make the order available to you for collection (“Delivery”) and we shall use reasonable endeavours to deliver each of the orders for the products by the estimated delivery date which we shall notify you of on the order confirmation.
9.4 Time of delivery shall not be the essence of the contract and the products may be delivered up to 10 business days after the estimated delivery date and if we are unable to meet the estimated delivery date because of an event outside our control, we will contact you with a revised estimated delivery date.
9.5 Site readiness. Unless otherwise specified we are not responsible for making any premises ready for the receipt and or installation of the products.
9.6 Site access. If we are working at your premises we require you to make access available to us for all business days at least between the hours of 9:00 am and 5:00 pm.
9.7 We may deliver the order by instalments. References in these terms to the order shall, where applicable, be read as references to instalments. No cancellation or termination of any one contract relating to an instalment shall entitle you to repudiate or cancel any other contract or instalment.
This clause 9.8 only applies if you are a business customer.
9.8 Subject to clause 9.9 if we fail to deliver any or all of the products (“Undelivered Products”), our liability shall be limited, at our election, to one of the following:
(a) replacing the products within a reasonable amount of time; or
(b) issuing a credit note against the invoice for the undelivered products; or
(c) where you have paid in advance for the undelivered products, we may elect to reimburse you for the price of the undelivered products.
9.9 We shall have no liability for any failure or delay in delivering the order where:
(a) such failure or delay is caused by your failure to comply with your obligations under the contract, including a failure to: (i) collect the products in accordance with clause 9.3; and/or (ii) to provide us with the correct delivery address or any other relevant instructions
(b) the failure or delay has been caused by an event outside our control.
9.10 If You fail to take delivery of the order on the delivery date, then, except where such failure or delay is caused by our failure to comply with our obligations under the contract:
(a) delivery of the order shall be deemed to have been completed at 9.00am on the delivery date (“deemed delivery”) and responsibility for the products shall pass to you upon deemed delivery;
(b) We shall store the order until delivery takes places, and charge you for all related costs and expenses (including, without limitation, storage and insurance);
(c) if You fail to accept delivery of the products within 8 weeks of the date of deemed delivery We may re-sell or otherwise dispose of the products (or any part of them) to any third party.
10. BUSINESS CUSTOMER’S INSOLVENCY OR INCAPACITY
This clause 10 only applies if you are a business customer.
10.1 If You become subject to any of the events listed in clause 10.2, or we reasonably believe that you are about to become subject to any of them and notify you accordingly, then, without limiting any other right or remedy available to us, we may cancel or suspend all further deliveries under the contract or under any other contract between you and us without incurring any liability to you, and all outstanding sums in respect of products delivered to you shall become immediately due.
10.2 For the purposes of clause 10.1, the relevant events are:
(a) You suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) has any partner to whom any of the foregoing apply;
(b) You fail to make any payment owing to us under a contract or otherwise by the due date for payment;
(c) You commence negotiations with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than (where you are a company) where these events take place for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction;
(d) (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up, other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or your solvent reconstruction;
(e) (being an individual) you are the subject of a bankruptcy petition or order;
(f) one of your creditors or encumbrancers attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of your assets and such attachment or process is not discharged within 14 days;
(g) (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over you;
(h) (being a company) the holder of a qualifying charge over your assets has
become entitled to appoint or has appointed an administrative receiver;
(i) a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
(j) any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.2(a) to clause 11.2(h) (inclusive);
(k) You suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business;
(l) Your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the contract has been placed in jeopardy; and
(m) (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
10.3 Termination of the contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination. Clauses which expressly or by implication survive termination of the contract shall continue in full force and effect.
11. RISK & TITLE
11.1 You do not own the products until we have received payment in full (in cash or cleared funds) for the products and all other sums that are due to us from you.
11.2 The products will be your responsibility from the arrival of the products at the delivery location or deemed delivery.
Clauses 11.3, 11.4, 11.5, 11.6 and 11.7 only apply if you are a business customer.
11.3 Before title has passed to you under the terms of clause 11.1, and without prejudice to any of our other rights we will have the right to remove and sell the products or any of them and are given an express licence to enter upon your premises or such other location as the products are held or stored (including, for the avoidance of doubt, any third party premises) for the purposes of recovering the products.
11.4 Until ownership of the products has passed to you, you shall:
(a) hold the products on a fiduciary basis as our bailee;
(b) store the products (at no cost to Us) separately from all your other products or the products of any third party in such a way that they remain readily identifiable as our property;
(c) maintain the products in satisfactory condition and keep them insured with a reputable insurer on our behalf for their full price against all risks to our reasonable satisfaction. On request you shall produce the policy of insurance to us.
11.5 You may resell the products before ownership has passed to you solely on the following conditions:
(a) any sale shall be effected in the ordinary course of your business at full market value; and
(b) any such sale shall be a sale of our property on your own behalf and you shall deal as principal when making such a sale.
11.6 Your right to possession of the products shall terminate immediately if you become subject to any of the events listed in clause 10.2 or if we reasonably believe that any such event is about to happen and we notify you accordingly, then, provided that the products have not been resold, or irrevocably incorporated into another product, and without limiting any other right we may have, we may at any time require you to deliver up the products and, if you fail to do so promptly, we may enter any of your premises or the premises of any third party where the products are stored in order to recover them.
12. CLAIMS, SPECIAL CONDITIONS, & DISPUTE RESOLUTION
This clause 12 only applies if you are a business customer
12.1 In the event of dispute between you and us the following will apply:
(a) You cannot withhold payment from us whilst the dispute is being resolved, and
(b) either party to the contract can serve notice of a dispute, and
(c) unless the dispute is resolved within 7 days from submission of notice of dispute then the complaining party can serve notice of referral.
12.2 We are entitled in full and final settlement to return any deposit paid if it transpires we are unable to source a product due to be supplied under the terms of the contract. We will use our reasonable endeavours to source the products to the best available standard within time constraints.
12.3 Nothing in these terms shall prevent us from commencing or continuing court proceedings in relation to any non-payment or late payment of any monies owing to us by you.
13. PRICE OF PRODUCTS AND DELIVERY CHARGES
13.1 The prices of the products will be as quoted by us to you in writing.
13.3 Unless otherwise specified, the price of the products shall be exclusive of any value added tax (“VAT”).
14. HOW TO PAY
This clause 14 only applies if you are a consumer.
14.1 You can pay for the products by making a direct bank transfer into our account, or by cheque.
15. WHEN TO PAY
15.1 We will ask for deposits and stage payments when we quote for the product. You are responsible for making these payments at the appropriate milestone or date as specified in the quotation. In the absence of such terms or in the absence of a formal quotation, payment in full is due immediately upon completion.
16. CANCELLATION OF THE CONTRACT
You may cancel the contract by giving us notice in writing. However, we reserve the right to charge any or all of the following costs to you in such an event:
Cost of materials and labour incurred in production up to the time and date we receive notice of cancellation from you
Cost of materials and labour incurred in design
Disposal of products or product components no longer usable
You accept that you will be liable for these charges and these become payable by you immediately upon notification from us of the amount payable.
17. MANUFACTURER GUARANTEES
17.1 Some of the products we sell to you come with a manufacturer’s guarantee. For details of the applicable terms and conditions, please refer to the manufacturer’s guarantee provided with the products.
17.2 If you are a consumer, a manufacturer’s guarantee is in addition to your legal rights in relation to the products that are faulty or not as described. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.
18. OUR WARRANTY FOR THE PRODUCTS
18.1 For products which do not have a manufacturer’s guarantee, we provide a warranty that the goods shall be free from material defects and remain so for 12 months after delivery.
However, the warranty in this clause (18.1) does not apply in the circumstances described in clause 18.2.
18.2 The warranty in clause 18.1 does not apply to any defect in the products arising from:
(a) fair wear and tear;
(b) wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
(c) where you or any third party fails to operate, install, protect, maintain or use the products in accordance with our oral or written instructions, user or manufacturer’s guidelines or good trade practice;
(d) any alteration or repair by you or by a third party; or
(e) Us following any drawing, design, instruction or specification supplied by you, including but not limited to in the case of bespoke products.
18.3 If you are a consumer, the warranty in clause 18.1 is in addition to your legal rights in relation to products that are faulty or not as described. Advice about your legal rights is available from your local Citizen’s Advice Bureau or Trading Standards office.
19. ACCEPTANCE AND DEFECTIVE PRODUCTS
19.1 Without prejudice to a consumer’s right to cancel the contract under clause 16 of the terms, you may reject any products delivered to you that do not comply with our warranty at clause 18.1 (but not, for the avoidance of doubt any products delivered that do comply with clause 18.1, or reject the order as a whole), provided that:
(a) notice of rejection is given to us in writing:
(i) in the case of defect that is apparent on normal visual inspection, (including but not limited to where the incorrect products have been supplied), within 3 business days of the products’ arrival at the delivery location, provided that such products shall be deemed to have reached the delivery location within 20 days of dispatch to the delivery location;
(ii) in the case of a latent defect, within reasonable time of the latent defect having become apparent;
(b) We are given reasonable opportunity to examine the products and you (if asked to do so by us) return the products to our place of business or such other location as we request (and in the case of business customers at your cost); and
(c) none the events listed in clause 19.3 apply.
19.2 If You fail to give notice of rejection in accordance with clause 19.1, you shall be deemed to have accepted the products.
19.3 We shall not be liable for the products’ failure to comply with the warranty set out in clause 18.1 in any of the following events:
(a) You make any further use of such products after giving notice in accordance with clause 19.1;
(b) the defect arises as a result of the occurrence of any of the events listed in clause 18.2;
(c) the products differ from their description or the specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
19.4 Subject to clause 19.1 and 19.3, if you reject products under clause 19.1 then we may elect to:
(a) repair or replace the rejected products; or
(b) refund the price of the rejected products in full.
19.5 Once we have complied with our obligations under clause 19.4, we shall have no further liability to you in respect of the rejected products’ failure to comply with clause 18.1.
19.6 The terms of the contract shall apply to any repaired or replacement products supplied by us.
20. OUR LIABILITY IF YOU ARE A BUSINESS CUSTOMER
This clause 20 only applies if you are a business customer.
20.1 Nothing in these terms limit or exclude our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
(d) defective products under the Consumer Protection Act 1987.
20.2 Subject to clause 20.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise, arising under or in connection with the contract for:
(a) any loss of profits, sales, business, or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill; or
(f) any indirect or consequential loss.
20.3 Subject to clause 20.1 and clause 20.2, our liability to you 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 the lower of three time the price of the products to which the liability relates.
20.4 Except as expressly stated in these terms, we do not give any representation, warranties or undertakings in relation to the products. Any representation, condition or warranty which might be implied or unincorporated in these terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the products are suitable for your purposes, where the products are to be used for a purpose other than the purpose for which they are commonly supplied.
21. OUR LIABILITY IF YOU ARE A CONSUMER
This clause 21 only applies if you are a consumer.
21.1 If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these terms or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into the contract.
21.2 We only supply the products to you for domestic and private use. You agree not to use the products for any commercial, business or re-sale purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
21.3 We have no liability to you for any loss or damage you suffer that arises as a result of us following any drawing, design, instruction or specification provided by you for bespoke products or otherwise.
21.4 We do not in any way exclude or limit our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession);
(d) any breach of terms implied by section 13 to 15 of the Sale of Goods Act 1979; and
(e) defective products under the Consumer Protection Act 1987.
22.1 We may transfer our rights and obligations under these terms to another organisation, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under these terms.
22.2 If you are a business customer, you shall not be entitled to assign your rights or obligations under the contract or any part of it without our prior written consent.
23. EVENTS OUTSIDE OUR CONTROL
23.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by an event outside our control. An event outside our control is defined below in clause 23.2.
23.2 Any “event outside our control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation of war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
23.3 If an event outside our control takes place that affects the performance of our obligations under a contract:
(a) We will contact you as soon as reasonably possible to notify you; and
(b) Our obligations under a contract will be suspended and the time for performance of our obligations will be extended for the duration of the event outside our control. Where the event outside our control affects our delivery of products to you, we will arrange a new delivery date with you after the event outside our control is over.
23.4 You may cancel the contract if an event outside our control takes place and continues for more than 6 weeks and you no longer wish us to provide the products.
24. COMMUNICATIONS BETWEEN US
24.1 When we refer, in these terms, to “in writing”, this will include email.
Clauses 24.2 and 24.3 only apply if you are a consumer.
24.2 (a) To cancel a contract in accordance with your legal right to do so as set out in clauses 16 and 23.4, please see clause 17.4 for details of how to do so.
(b) If you wish to contact us in writing for any other reason, refer to 3.1 and 3.2 for details.
24.3 If we have to contact you or give you notice in writing, we will do so by email or by pre-paid post to the email address and/or postal address you provide to us in your order.
This clause 24.4 only applies if you are a business customer.
24.4 If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately 24 hours after an email is sent (provided always that it is sent to the correct address, you do not recall the message or receive notification of non-delivery), or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post (including in the case of airmail) and, in the case of an email, that such email was sent to the correct specified email address of the intended recipient and not recalled, or a message of non-delivery received. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
25. CONTENT LICENCE
This clause 25 only applies if you are a business customer.
25.1 We are the owners (and where applicable permitted licensees) of all trade marks, text, information, data, software, executable code, images, audio, or video material in any medium or form contained on Our site and otherwise within our literature or used by us in the course of our business (“our content”). Furthermore, from time to time, we may issue or provide content to you for specific purposes or release copies to you whether as part
of our literature or otherwise.
25.2 We may expressly grant to you in writing permission to use our content, whether expressly or impliedly and such permission shall manifest itself as a non-transferable, non-exclusive licence which in any event shall be subject to the terms of clause 25.3.
25.3 Any use whatsoever of our content shall only be by way of a non-transferable, non-exclusive licence unless otherwise expressly stated to the contrary to you in writing by us and in any event all use of our content shall be strictly in accordance with following terms:
(a) You shall only be permitted to use the content for the advertising, marketing, distribution and sale of our products in accordance with these terms and any instruction from time to time given by us;
(b) unless we expressly state in writing to the contrary, you shall not be permitted to grant any sub-licence, in whole or in part, of any of the rights granted to you in respect of our content or make (or permit any third party to make) any alterations, amendments, adaptations, or improvements to our content;
(c) We retain all intellectual property and proprietary rights in relation to our content and may at any time, for any reason whatsoever, require you to immediately cease all use, remove, edit, amend or alter any of our content used by you;
(d) if we have made our content available to you electronically, via digital platforms or media, you shall not (nor permit or allow any third party to) remove, bypass, circumvent, neutralise or modify any digital rights management or other technological protection measures contained or used to protect our content; and
(e) in consideration for our granting a licence for use of our content pursuant to the terms of this clause 26 and/or our electing to make such licence royalty free (conditional upon compliance by you of this clause 25), in using our content you indemnify us against all claims, liabilities, damages, losses and expenses (including legal costs), arising out of or in connection with your use of our content in whatever manner.
26. OTHER IMPORTANT TERMS
26.1 We may transfer our rights and obligations under a contract to another organisation, but this will not affect your rights or our obligations under these terms.
26.2 You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
26.3 This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the contracts (Rights of Third Parties Act) 1999 or otherwise.
26.4 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
26.5 If we fail to insist that you perform any of your obligations under these terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
This clause 26.6 only applies if you are a consumer.
26.6 If you are a consumer, please note that these terms are governed by English law. This means a contract for the purchase of products through our site and any dispute or claim arising out of or in connection with it will be governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.
This clause 26.7 applies if you are a business customer.
26.7 If you are a business customer, these terms are governed by English law. This means that a contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
26.8 We will file a copy of the contract between us and keep this for six years.
27. EU TIMBER REGULATIONS
27.1 We are committed to comply with EU Timber Regulations. All timber and timber products provided by us to you are in line with the EU regulations on timber contained in Regulations (EU) No 995/2010 of the European Parliament (the “Regulations”) and of the council to the best of our knowledge and belief. However, many details are ambiguous and it is not possible in every case to secure absolute certainty on every detail in the supply chain. Some decisions have to be taken in good faith based on reasonable balance of available evidence.
27.2 In accordance with Article 4(2) of the regulations we exercise all necessary due diligence procedures outlined in Article 6 of the same act to ensure that any timber or timber product provided by us to you has been legally harvested in accordance with the regulations and the applicable legislation of its origin country (be it member state or not).