1.1 The definitions in this clause apply in the terms and conditions set out in this document:
1.2 Headings do not affect the interpretation of these terms.
2.1 We consider that these Terms, the Order and our price list set out the whole agreement between you and us for the sale of the Goods. Please check that the details in the Terms or on the Order are complete and accurate before you commit yourself to the contract. If you think there is a mistake or omission in these documents, please contact us immediately. Any changes to the specification of the Goods or other variation to the Terms or Order that you agree with our authorised employees and agents will be only be binding if recorded in writing. We only accept responsibility for statements and representations by our authorised employees and agents that are made in writing. Please ensure that you read and understand these Terms before you sign the Order, because you will be bound by them once a contract comes into existence between us in accordance with clause 2.5.
2.2 Any samples, drawings, or advertising we issue, and any illustrations contained in our catalogues or brochures, are produced solely to provide you with an approximate idea of the Goods they describe.
2.3 If any of these Terms are inconsistent with any term of the Order, the Order shall prevail.
2.4 The Order is an offer by you to enter into a binding contract, which we are free to accept or decline at our absolute discretion.
2.5 These Terms shall become binding on you and us when:
2.6 Any quotation for the Goods is given on the basis that a binding contract shall only come into existence in accordance with clause 2.5. A quotation shall be valid for a period of 14 calendar days from its date of issue, unless we notify you in writing that we have withdrawn it during this period.
2.7 We shall assign an order number to the Order and inform you of it in the Order Confirmation. Please quote the order number in all subsequent correspondence with us relating to the Order.
2.8 You may within 14 calendar days of placing an Order amend or cancel an Order by providing us with written notice. If you amend or cancel an Order, your liability to us shall be limited to payment to us of all costs we reasonably incur in fulfilling the Order until we receive your amendment or cancellation, except that where the amendment or cancellation results from our failure to comply with these Terms you shall have no liability to us for it.
2.9 We have the right to revise and amend these Terms from time to time. You will be subject to the policies and terms in force at the time that you order the Goods from us, unless any change to those policies or these Terms is required by law or government or regulatory authority (in which case, it will apply to orders you have previously placed that we have not yet fulfilled).
3.1 We warrant that on delivery, the Goods shall:
3.2 This warranty is in addition to your legal rights in relation to Goods which are faulty or which otherwise do not conform to these Terms. Advice about your legal rights is available from your local Citizens' Advice Bureau or trading standards office.
3.3 This warranty does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by you or any third party, if you use the Goods in a way that we do not recommend, your failure to follow our instructions, or any alteration or repair you carry out without our prior written approval.
3.4 We will take reasonable steps to pack the Goods properly and to ensure that you receive your order in good condition.
3.5 These Terms apply to any repaired or replacement Goods we supply to you in the unlikely event that the original Goods are faulty or do not otherwise conform to these Terms.
4.1 In the unlikely event that the Goods do not conform to these Terms, please let us know as soon as possible after delivery. We will ask you to return the Goods to us at our cost and once we have checked that the Goods are faulty, we will:
4.2 These Terms will apply to any repaired or replacement Goods we supply to you.
4.3 If you are unhappy with the Goods for any other reason, you may return them to us at your own cost within 14 calendar days of receipt.
5.1 We will deliver the Goods to you within seven calendar days of the date on which we notify you that they are ready.
5.2 Delivery of the Order shall be completed when we deliver the Goods to you.
5.3 We will take reasonable steps to meet the delivery date set out on the Order or as otherwise agreed between us in writing. However, occasionally delivery may be affected by factors beyond our control and so cannot be guaranteed. We will let you know if we become aware of an unexpected delay and will arrange a new delivery date with you.
5.4 If you fail to take delivery of an Order within 7 calendar days of the date on which we notify you that the Goods are ready, then, except where this failure is caused by our failure to comply with these Terms or by an event beyond your control:
5.5 If you have not taken delivery of the Goods within two weeks of our notifying you that they are ready, we may, after giving you reasonable prior notice in writing, resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, pay you for any excess over the price of the Goods or charge you for any shortfall below their price.
5.6 If we are not able to deliver the whole of the Order at one time due to operational reasons or shortage of stock, we will deliver the order in instalments. We will not charge you extra delivery costs for this. If you ask us to deliver the Order in instalments, we may charge you extra delivery costs. Each instalment shall constitute a separate contract. If we are late delivering an instalment or one instalment is faulty, that will not entitle you to cancel any other instalment.
6.1 The Goods will be your responsibility from the time of delivery.
6.2 Ownership of the Goods will only pass to you when we receive payment in full of all sums due for the Goods, including delivery charges.
7.1 The price of the Goods will be as set out in the quotation we provided to you or, if we have not provided a quotation or the quotation has expired, in our price list in force at the time we confirm your Order. Prices are liable to change at any time, but price changes will not affect Orders that we have confirmed in writing.
7.2 These prices include VAT. However, if the rate of VAT changes between the date of the Order and the date of delivery, we will adjust the VAT you pay, unless you have already paid for the Goods in full before the change in the rate of VAT takes effect.
7.3 These prices exclude delivery costs, which will be added to the total amount due.
7.4 It is always possible that, despite our best efforts, some of the Goods we sell may be incorrectly priced. We will normally check prices as part of our dispatch procedures so that, where the Goods' correct price is less than our stated price, we will charge the lower amount when dispatching the Goods to you. If the Goods' correct price is higher than the price stated on our site, we will normally, at our discretion, either contact you for instructions before dispatching the Goods, or reject the Order and tell you. If the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as an error, we do not have to provide the Goods to you at the incorrect (lower) price.
7.5 We may invoice you for the Goods on or at any time after we have delivered them to you. The invoice will quote the Order Number. You must pay the invoice in cleared monies within 30 calendar days of the date of the invoice by BACS payment.
7.6 If you do not make any payment due to us by the due date for payment (as set out in clause Error! Reference source not found., we may charge interest to you on the overdue amount at the rate of 4% a year above the base lending rate of Lloyds TSB PLC from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with the overdue amount.
7.7 Without limiting any other remedies or rights that we may have, if you do not pay us on time, we may cancel or suspend any other outstanding Order until you have paid the outstanding amounts.
7.8 Clause 7.6 and clause 7.7 shall not apply for the period of the dispute if you dispute the payment owing in good faith and let us know promptly after you have received the invoice that you dispute it.
8.1 Subject to clause 8.3 and clause 8.2, if either of us fails to comply with these Terms, neither of us shall be responsible for any losses that the other suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Terms.
8.2 Subject to clause 8.3, neither of us shall be responsible for losses that result from our failure to comply with these Terms which fall into the following categories:
However, this clause 8.2 shall not prevent claims for foreseeable loss of, or damage to, your physical property.
8.3 Nothing in this agreement excludes or limits in any way our liability for:
9.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event).
9.2 A Force Majeure Event includes any act, event, non-occurrence, omission or accident beyond our reasonable control and includes, in particular (without limitation), the following:
9.3 Our obligations under these Terms are suspended for the period that the Force Majeure Event continues, and we will have an extension of time to perform these obligations for the duration of that period. We will take reasonable steps to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms can be performed despite the Force Majeure Event.
10.1 You may not transfer any of your rights or obligations under these Terms to another person without our prior written consent, which we will not withhold unreasonably. We can transfer all or any of our rights and obligations under these Terms to another organisation, but this will not affect your rights under these Terms.
11.1 Notices sent by you to us must be sent to Armadillo Supplies at Unit 17 Barleyfield Industrial Estate Barleyfield Way Brynmawr NP23 4LU. We may give notice to you at either the e-mail or postal address you provide to us in the Order. Notice will be deemed received and properly served 24 hours after an e-mail is sent 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 the letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that the e-mail was sent to the specified e-mail address of the addressee.
12.1 If any court or competent authority decides that any of the provisions of these Terms are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
12.2 If we fail, at any time while these Terms are in force, to insist that you perform any of your obligations under these Terms, or if we do not exercise any of our rights or remedies under these Terms, that will not mean that we have waived such rights or remedies and will not mean that you do not have to comply with those obligations. If we do waive a default by you, that will not mean that we will automatically waive any subsequent default by you. No waiver by us of any of these Terms shall be effective unless we expressly say that it is a waiver and we tell you so in writing.
12.3 A person who is not party to these Terms shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.
12.4 These Terms shall be governed by English and Welsh law and we both agree to the non-exclusive jurisdiction of the English and Welsh courts.