Terms & Conditions
The term 'J.J Metcalfe & Son Ltd' or 'us' or 'we' refers to the owner of the website whose registered office is 43 CONISCLIFFE ROAD, DARLINGTON, COUNTY DURHAM, DL3 7EH. Our company registration number is 06865286, England. The term 'you' refers to the user or viewer of our website.
· The content of the pages of this website is for your general information and use only. It is subject to change without notice.
· Access and use of this website is entirely at your own risk.
· Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
· This website contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, appearance and graphics. Reproduction is prohibited other than in accordance with the copyright notice, which forms part of these terms and conditions.
· All trademarks reproduced in this website which are not the property of, or licensed to, the operator are acknowledged on the website.
· Unauthorised use of this website or material contained within this website may give rise to a claim for damages and/or be a criminal offence.
· From time to time this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
· You may not create a link to this website from another website or document without J.J Metcalfe & Son Ltd prior written consent.
· Your use of this website and any dispute arising out of such use of the website is subject to the laws of England, Scotland and Wales.
E-COMMERCE J.J.METCALFE & SON LIMITED ONLINE TERMS AND CONDITIONS OF TRADING
This website is controlled and operated by J.J Metcalfe & Son Ltd Limited (“the Company”) of 43 CONISCLIFFE ROAD, DARLINGTON, COUNTY DURHAM, DL3 7EH, United Kingdom. The Company was incorporated in the UK under company number 06865286.
The Company may be contacted either by e-mail at firstname.lastname@example.org, by post at the above address or by telephone on 01609 771124.
Please read these terms and conditions carefully before using this website to purchase Goods (as defined below). By clicking on the “I accept link” at the bottom of these terms and conditions, you agree that these terms and conditions apply to the purchase of Goods from this website.
1.1 In these terms and conditions the following words have the following meanings:-
"Catalogue" the Company's electronic catalogue which appears on this website;
"Consumer" a Customer dealing as a consumer who, in making a contract for the purchase or acquisition of goods or services, is not making a contract in the course of a business;
"Contract" any contract between the Company and the Customer for the sale and purchase of the Goods;
"Contract Price" the total price of the Goods as set out in the relevant Order;
"Customer" the person(s) or company whose order for the Goods is accepted by the Company;
"Delivery Point" the place where delivery of the Goods is to take place as specified in the Order;
"Goods" any goods which the Customer purchases using this website;
"Intellectual Property Rights" all patent, trade marks, trade names, copyright, database rights, moral rights, rights in design, know-how, confidential information, and all or any other intellectual or industrial property rights whether or not registered or capable of being registered and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating thereto;
"Order" an order made by the Customer using this website;
"Order Form" the purchase order form created electronically on this website as part of the Order process.
1.2 The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
2 CONTRACT TERMS
2.1 By ordering Goods using this website the Customer confirms either:
2.1.1 that they are placing the Order in their personal capacity and that they accept that these terms and conditions will apply; or
2.1.2 where they are placing an Order in the name of another individual, a partnership, company or other legal entity, that they have the right and authority to place the Order and to accept these terms and conditions on behalf of such individual, partnership, company or other legal entity.
2.2 Subject to any variation under clause 2.4, the Contract will be on these terms and conditions set out below to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document).
2.3 Each Order shall be deemed to be an offer by the Customer to purchase Goods subject to these terms and conditions. There will be no legally binding Contract until the Company has accepted the Order by e-mailing or otherwise notifying the Customer to signify its acceptance. The Company shall be entitled not to accept any Order, but shall notify the Customer by e-mail of its non-acceptance. Any counter-offer issued by the Company in response to an Order shall also be subject to these terms and conditions.
2.4 Any variation to these terms and conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by a duly appointed officer of the Company.
2.5 The Customer must ensure that the details in the Order are complete and accurate.
3.1 Subject to clauses 3.2 and 3.3, the description of the Goods shall be as set out in the Catalogue or elsewhere on this website (as applicable).
3.2 All drawings, descriptive matter, specifications, data and advertising included on this website and any descriptions or illustrations contained in the Catalogue appear for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of this Contract nor be regarded as a warranty or representation in relation to the Goods, and the Company accepts no responsibility for any inaccuracy in such information. If special accuracy is required the Customer must state specifically on the Order Form the maximum and minimum limits.
3.3 The Company may make any changes to the specification, design, materials or finishes of the Goods which are required to conform with any applicable safety or other statutory requirements.
4.1 Delivery of the Goods shall be made at the Delivery Point.
4.2 The Goods shall be delivered by such means as the Company thinks fit.
4.3 The Company will make every reasonable effort to deliver the Goods within the time agreed. However, any dates specified by the Company for delivery of the Goods are approximate only and may not be made of the essence by notice. If no dates are so specified, delivery will be within a reasonable time.
4.4 The Company may deliver the goods in instalments unless otherwise agreed.
4.5 Subject to the other provisions of these terms and conditions the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence) unless such delay exceeds 180 days whereupon the Customer may terminate this Contract.
4.6 The Company will not be able to accept claims by the Customer for damage, shortages, or discrepancies unless the Company is advised in writing within 3 days of delivery. In the absence of such notice the Customer will be deemed to have accepted the Goods. The Company will not be liable for any non-delivery of Goods (even if caused by the Company's negligence) unless written notice is given to the Company within 3 days of the date of the Company's confirmation of Order.
4.7 If the Customer fails to take delivery of any of the Goods when they are ready for delivery or to provide any instructions, documents, licences or authorisations required to enable the Goods to be delivered on time (except because of the Company's fault) risk in the Goods will pass to the Customer and the Goods will be deemed to have been delivered and (without prejudice to its other rights) the Company may:
4.7.1 store or arrange for the storage of the Goods until actual delivery or sale and charge the Customer for all related costs and expenses (including, without limitation, storage and insurance); and/or
4.7.2 charge the Customer such loss or damage as may be suffered or incurred by the Company by reason thereof.
4.8 The Customer will provide at its expense at the Delivery Point adequate and appropriate equipment and manual labour for off-loading and/or loading the Goods.
4.9 All Goods ordered by the Customer are subject to availability. If the Company is unable to supply an item the Company will advise the Customer within a reasonable period of time of the action they have taken.
5 FORCE MAJEURE
5.1 The Company shall not be liable to the Customer in any manner or be deemed to be in breach of this Contract (subject to clause 11) because of any delay in performing or any failure to perform any of the Company's obligations under this Contract if the delay or failure was due to any cause beyond the Company's reasonable control.
5.2 Without prejudice to the generality of clause 5.1 the following shall be included as causes beyond the Company's reasonable control:
5.2.1 governmental actions, war or threat of war, national emergency, riot, civil disturbance, sabotage or requisition;
5.2.2 act of God, fire, explosion, flood, epidemic or accident;
5.2.3 import or export regulations or embargoes;
5.2.4 labour disputes not including disputes involving the Company's work-force; or
5.2.5 inability to obtain or delay in obtaining supplies of adequate or suitable material, fuel, parts, machinery or labour.
6.1 Risk of damage to or loss of Goods shall pass to the Customer upon delivery.
6.2 Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
6.2.1 the Goods; and
6.2.2 all other sums which are or which become due to the Company from the Customer on any account.
6.3 Until ownership of the Goods has passed to the Customer, the Customer must:
6.3.1 hold the Goods on a fiduciary basis as the Company's bailee;
6.3.2 store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;
6.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods;
6.3.4 maintain the Goods in satisfactory condition insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company; and
6.3.5 hold the proceeds of the insurance referred to in clause 6.3.4 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
6.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
6.4.1 any sale shall be effected in the ordinary course of the Customer's business at full market value and the Customer shall account to the Company accordingly; and
6.4.2 any such sale shall be a sale of the Company's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale.
6.5 If the Goods are admixed with the Customer's goods or are processed with or incorporated therein, the product thereof shall become and/or shall be deemed to be the sole and exclusive property of the Company. If the Goods are admixed with the goods of any person other than the Customer or are processed with or incorporated therein, the product thereof shall become or shall be deemed to be owned in common with the other person.
6.6 Where the Company is unable to determine whether any goods are the Goods, the Customer shall be deemed to have sold all goods of the kind sold by the Company to the Customer in the order in which they were invoiced to the Customer.
6.7 The Company shall be entitled to recover payment for the Goods not withstanding that ownership of any of the Goods has not passed from the Company.
6.8 The Customer's right to possession of the goods shall cease if he, not being a company commits any act of bankruptcy or if he, being a company does anything or fails to do anything which would entitle a receiver to take possession of and assets or which would entitle any person to present a petition for winding-up. The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are stored for the purposes of recovery of the same.
7 PRICE AND QUOTATIONS
7.1 The price for the Goods shall be the price set out on this website. If the price cannot be found on the website or the price is set at 0, price on application.
7.2 Save for VAT, the price shown on this website for the Goods is exclusive of any applicable tax which the Customer shall pay in addition when it is due to pay for the Goods. In respect of VAT this website shall set out the price exclusive of VAT at standard UK rate.
7.3 The Customer shall pay the Company's charges for transport, packaging, loading, unloading and insurance in addition when it is due to pay for the Goods and the Company's charges shall be those prices detailed on this website as amended from time to time.
7.4 Promotional prices apply until the end of the current month. The Company reserves the right to alter promotional prices without prior notice.
8.1 Unless agreed otherwise by the Company, payment shall be made by credit or debit card at the time of making the Order and the Goods will not be delivered until the Company is paid the amount shown on the Order Form.
8.2 Time for payment shall be of the essence.
8.3 No payment shall be deemed to have been received until the Company has received cleared funds.
8.4 All payments payable to the Company under this Contract shall become due immediately upon termination of this Contract despite any other provision.
8.5 The Customer shall make all payments due under this Contract without any deduction whether by way of set-off, counterclaim or otherwise unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
8.6 If the Customer fails to make any payment under this Contract on the due date then (without prejudice to its other rights and remedies) the Company may charge the Customer interest (both before and after judgement) on the amount unpaid at the annual rate of 5% above National Westminster Bank Plc’s base rate from time to time until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).
8.7 The Company may appropriate any payment made by the Customer to the Company to such of the Goods as the Company thinks fit despite any purported appropriation by the Customer.
9 CUSTOMERS DEALING AS CONSUMERS
9.1 When the Company supplies a Customer dealing as a Consumer the following provisions shall apply:
9.1.1 with Goods which are faulty or damaged the Company will either replace or repair them or provide the Customer with a full refund. However, the Customer must not return the Goods to the Company's office address without first contacting the company's customer service department who will advise the Customer as to how to proceed;
9.1.2 the Customer may cancel this Contract within 7 working days of delivery of the Goods. To cancel this Contract, the Customer should first contact the Company's customer service department by email or telephone who will advise the Customer as to how to proceed. The Customer shall be responsible for the costs of returning the Goods to the Company under this clause. The Company will refund the sum that the Customer paid for the original supply and delivery of the Goods as soon as possible, but in any event within 30 days of the Consumer notifying the Company that it is returning the Goods;
10.1 Where the Company is not the manufacturer of the Goods the Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company.
10.2 The Company warrants that (subject to the other provisions of these terms and conditions) upon delivery the Goods will, be of satisfactory quality within the meaning of the Sale of Goods Act 1994.
10.3 The Company shall not be liable for a breach of the warranty in clause 10.2 unless:
10.3.1 the Customer gives written notice of the defect to the Company within 21 days of:
(i) the date of delivery of the Goods (where the defect would be apparent to the Customer upon a reasonable inspection); or
(ii) the date when the Customer knew or ought reasonably to have known of the defect (where the defect would not be apparent to the Customer upon a reasonable inspection) provided that such date does not exceed 3 months from the date of delivery of the Goods; and
10.3.2 the Company is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Customer's cost for the examination to take place there.
10.4 The Company shall not be liable for a breach of the warranty in clause 10.2 if:
10.4.1 the defect arises because the Customer failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
10.4.2 the Customer alters or repairs such Goods without the written consent of the Company; or
10.4.3 the defect in such Goods arises from any design defect in any drawing, design or specification supplied or approved by the Customer.
10.5 If the Customer makes a valid claim against the Company based on a defect in the quality of the Goods, the Company shall repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro-rata Contract rate provided that, if the Company so requests, the Customer shall, at the Customer's expense, return the Goods or the part of such Goods which is defective to the Company.
10.6 If the Company complies with clause 10.5 it shall have no further liability for a breach of the warranty in clause 10.2 in respect of the quality of such Goods.
10.7 Any Goods replaced will belong to the Company and any repaired or replacement Goods will be guaranteed on these terms and conditions.
11 LIMITATION OF LIABILITY
11.1 The following provisions and the provisions of clause 10 set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
11.1.1 any breach of these terms and conditions; and
11.1.2 any representation, statement or tortious act or omission including negligence arising under or in connection with this Contract.
11.2 Subject to the other provisions of these terms and conditions, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded from this Contract.
11.3 Nothing in these terms and conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.
THE CUSTOMER'S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CLAUSES 11.4.1 AND 11.4.2.
11.4 Subject to clauses 11.2 and 11.3:
11.4.1 the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the Contract Price; and
11.4.2 the Company shall not be liable to the Customer by reason of any representation or any implied warranty, condition or other term or any duty at law or under the express terms of this Contract for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claims for consequential compensation whatsoever (whether or not caused by the negligence of the Company, its employees, agents or sub-contractors ) which arise out of or in connection with the Contract.
12 INTELLECTUAL PROPERTY
12.1 The Customer shall have no rights in respect of any Intellectual Property Rights howsoever used by the Company in relation to the Goods, Catalogue or this website and the Customer acknowledges that, he shall not acquire any rights in respect thereof and that all such Intellectual Property Rights are and shall remain vested in or controlled by the Company.
13.1 The Company may terminate the Contract immediately by written notice to the Customer if:
13.1.1 The Customer is in breach of the Contract or any other contract with the Company;
13.1.2 The Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal) or enters into liquidation (whether voluntary or compulsory), except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver, manager, administrator or administrative receiver appointed over its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer.
13.2 The Company's rights contained in clause 6 (but not the Customer's rights) shall continue beyond termination of the Contract.
13.3 The termination of the Contract howsoever arising shall be without prejudice to the rights and duties of either the Customer or the Company accrued prior to termination.
14.1 Time for performance of all obligations of the Customer is of the essence.
14.2 Each right or remedy of the Company under this Contract is without prejudice to any other right or remedy of the Company whether under this Contract or not.
14.3 Any provision of this Contract which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of this Contract and the remainder of such provision shall not be affected.
14.4 Failure by the Company to enforce or partially enforce any provision of this Contract will not be construed as a waiver of any of its rights under this Contract.
14.5 The Company may assign, license or sub-contract all or any part of its rights or obligations under this Contract without the Customer's consent.
14.6 This Contract is personal to the Customer who may not assign, license or sub-contract all or any of its rights or obligations under this Contract without the Company's prior written consent.
14.7 The formation, construction, performance, validity and all aspects of this Contract are governed by English law and the parties submit to the exclusive jurisdiction of the English Courts.
14.8 All notices between the parties given by e-mail, fax, personally, or by first class post addressed to the registered office or last known business address (in the case of e-mail last known e-mail address) or to such other address as may be notified in writing, shall be deemed to have been received in the case of a fax or e-mail, upon transmission, in the case of a letter, 48 hours after posting. Notices delivered by hand shall be deemed to have been received at the time of delivery.
14.9 No person who is not a party to this Contract shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.