ONLINE TERMS OF TRADING – CONSUMERS
1. THESE TERMS
1.1 What these terms cover. These are the terms and conditions on which we supply products to you.
1.2 Why you should read them. Please read these terms carefully before you submit your order to us. These terms tell you who we are, how we will provide products to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
2. INFORMATION ABOUT US AND HOW TO CONTACT US
2.1 Who we are. We are Signpost Solutions Ltd t/a Signfix a company in England and Wales. Our company registration number is 01084535 and our registered office is at Unit 5 Clarendon Drive, The Parkway, Tipton, West Midlands, DY4 0QA. Our registered VAT number is 236868467.
2.2 How to contact us. You can contact us by telephoning our customer service team at 0121 506 4770 or by writing to us at email@example.com.
2.3 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.
2.4 “Writing” includes emails. When we use the words “writing” or “written” in these terms, this includes emails.
3. OUR CONTRACT WITH YOU
3.1 How we will accept your order. Our acceptance of your order will take place when we email you to accept it, at which point a contract will come into existence between you and us.
3.2 If we cannot accept your order. If we are unable to accept your order, we will inform you of this. This might be because the product is out of stock, because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the product or because we are unable to meet a delivery deadline you have specified.
3.3 We only sell to the UK. Our website is solely for the promotion of our products in the UK. Unfortunately, we do not deliver to addresses outside the UK.
4. OUR PRODUCTS
4.1 Products may vary slightly from their pictures. The images of the products on our website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that a device’s display of the colours accurately reflects the colour of the products. Your product may vary slightly from those images. Although we have made every effort to be as accurate as possible, because our products are handmade, all sizes, weights, capacities, dimensions and measurements indicated on our website may vary.
4.2 Product packaging may vary. The packaging of the product may vary from that shown in images on our website.
4.3 Making sure your measurements are accurate. If we are making the product to measurements you have given us you are responsible for ensuring that these measurements are correct. You can find information and tips on how to measure on our website or by contacting us.
5. OUR RIGHTS TO MAKE CHANGES
5.1 Minor changes to the products. We may change the product:
(a) to reflect changes in relevant laws and regulatory requirements; and
(b) to implement minor technical adjustments and improvements. These changes will not affect your use of the product.
6. PROVIDING THE PRODUCTS
6.1 Delivery costs. The costs of delivery will be as displayed to you on our website.
6.2 When we will provide the products. During the order process we will let you know when we will provide the products to you. Delivery times are only estimates and may not be within 30 days.
6.3 We are not responsible for delays outside our control. If our supply of the products is delayed by an event outside our control then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any products you have paid for but not received.
6.4 Collection by you. If you have asked to collect the products from our premises, you will need to agree arrangements with us.
6.5 If you are not at home when the product is delivered. If no one is available at your address to take delivery and the products cannot be posted through your letterbox you should contact us.
6.6 If you do not re-arrange delivery. If you do not collect the products from us as arranged or if, after a failed delivery to you, you do not re-arrange delivery or collect them from a delivery depot we will contact you for further instructions and may charge you for storage costs and any further delivery costs. If, despite our reasonable efforts, we are unable to contact you or re-arrange delivery or collection we may end the contract and clause 9.2 will apply.
6.7 When you become responsible for the goods. A product which is goods will be your responsibility from the time we deliver the product to the address you gave us or you or a carrier organised by you collect it from us.
6.8 What will happen if you do not give required information to us. We may need certain information from you so that we can supply the products to you. If so, this will have been stated in the description of the products on our website. We will contact you to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract (and clause 9.2 will apply) or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for supplying the products late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.
7. YOUR RIGHTS TO END THE CONTRACT
7.1 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:
(a) If what you have bought is faulty or not as described 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), see clause 10;
(b) If you want to end the contract because of something we have done or have told you we are going to do, see clause7.2;
(c) If you have just changed your mind about the product, see clause 7.3. You may be able to get a refund if you are within the cooling-off period, but this may be subject to deductions and you will have to pay the costs of return of any goods;
(d) In all other cases if we are not at fault and there is no right to change your mind.
7.2 Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at (a) to (c) below the contract will end immediately and we will refund you in full for any products which have not been provided and you may also be entitled to compensation. The reasons are:
(a) we have told you about an error in the price or description of the product you have ordered and you do not wish to proceed;
(b) there is a risk that supply of the products may be significantly delayed because of events outside our control; or
(c) you have a legal right to end the contract because of something we have done wrong.
7.3 Exercising your right to change your mind (Consumer Contracts Regulations 2013). For most products bought online you have a legal right to change your mind within 14 days and receive a refund. These rights, under the Consumer Contracts Regulations 2013, are explained in more detail in these terms.
7.4 How long do I have to change my mind? How long you have depends on what you have ordered and how it is delivered.
(a) Have you bought goods (for example, signs), if so you have 14 days after the day you (or someone you nominate) receives the goods, unless:
(i) Your goods are split into several deliveries over different days. In this case you have until 14 days after the day you (or someone you nominate) receives the last delivery to change your mind about the goods.
(ii) Your goods are for regular delivery over a set period. In this case you have until 14 days after the day you (or someone you nominate) receives the first delivery of the goods.
8. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU HAVE CHANGED YOUR MIND)
8.1 Tell us you want to end the contract. To end the contract with us, please let us know by Phone, email or post. Call customer services on 0121 506 4770 or email us at firstname.lastname@example.org or write to us at Signpost Solutions Ltd t/a Signfix, Unit 5 Clarendon Drive, The Parkway, Tipton, West Midlands, DY4 0QA. Please provide your name, home address, details of the order and, where available, your phone number and email address.
8.2 Returning products after ending the contract. If you end the contract for any reason after products 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 Signpost Solutions Ltd t/a Signfix, Unit 5 Clarendon Drive, The Parkway, Tipton, West Midlands, DY4 0QA or (if they are not suitable for posting) allow us to collect them from you. Please call customer services on 0121 506 4770 or email us at email@example.com 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.
8.3 When we will pay the costs of return. We will pay the costs of return:
(a) if the products are faulty or misdescribed; or
(b) if you are ending the contract because we have told you of an upcoming change to the product, 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 you must pay the costs of return.
8.4 What we charge for collection. If you are responsible for the costs of return and we are collecting the product from you, we will charge you the direct cost to us of collection.
8.5 How we will refund you. We will refund you the price you paid for the products including delivery costs, by the method you used for payment. However, we may make deductions from the price, as described below.
8.6 Deductions from refunds if you are exercising your right to change your mind. If
you are exercising your right to change your mind:
(a) 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.
(b) 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.
8.7 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:
(a) If the products are goods and we have not offered to collect them, your refund will be made within 14 days from the day on which we receive the product back from you or, if earlier, the day on which you provide us with evidence that you have sent the product back to us. For information about how to return a product to us, see clause 8.2.
(b) In all other cases, your refund will be made within 14 days of your telling us you have changed your mind
9. OUR RIGHTS TO END THE CONTRACT
9.1 We may end the contract if you break it. We may end the contract for a product at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the products, for example, the correct delivery address; or
(c) you do not, within a reasonable time, allow us to deliver the products to you or collect them from us;
9.2 You must compensate us if you break the contract. If we end the contract in the situations set out in clause 9.1 we will refund any money you have paid in advance for products we have not provided but we may deduct or charge you compensation for the net costs we will incur as a result of your breaking the contract.
10. IF THERE IS A PROBLEM WITH THE PRODUCT
10.1 How to tell us about problems. If you have any questions or complaints about the product, please contact us. You can telephone our customer service team at 0121 506 4770 or write to us at firstname.lastname@example.org.
10.2 Summary of your legal rights. We are under a legal duty to supply products that are in conformity with this contract. Consumer Rights Act 2015 says goods must be as described, fit for purpose and of satisfactory quality
10.3 Your obligation to return rejected products. If you wish to exercise your legal rights to reject products 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 0121 506 4770 or email us at email@example.com for a return label or to arrange collection.
11. PRICE AND PAYMENT
11.1 Where to find the price for the product. The price of the product (which excludes VAT) will be the price indicated on the order pages when you placed your order. We take all reasonable care to ensure that the price of the product advised to you is correct. However please see clause 11.3 for what happens if we discover an error in the price of the product you order.
11.2 We will pass on changes in the rate of VAT. If the rate of VAT changes between your order date and the date we supply the product, we will adjust the rate of VAT that you pay, unless you have already paid for the product in full before the change in the rate of VAT takes effect.
11.3 What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the products we sell may be incorrectly priced. We will normally check prices before accepting your order so that, where the product’s correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the product’s correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid and require the return of any goods provided to you.
11.4 When you must pay and how you must pay. We accept payment with the debit and credit cards shown on our website and you must pay for the products before we dispatch them.
11.5 We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Barclays Bank 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 any overdue amount.
11.6 What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
12. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
12.1 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, but we are not responsible for any loss or damage that is not foreseeable. 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.
12.2 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 products; and for defective products under the Consumer Protection Act 1987
12.3 We are not liable for business losses. If you use the products for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
13. HOW WE MAY USE YOUR PERSONAL INFORMATION
13.1 How we will use your personal information. We will use the personal information you provide to us:
(a) to supply the products to you;
(b) to process your payment for the products; and
(c) if you agreed to this during the order process, to give you information about similar products that we provide, but you may stop receiving this at any time by contacting us.
13.2 We may pass your personal information to credit reference agencies. Where we extend credit to you for the products we may pass your personal information to credit reference agencies and they may keep a record of any search that they do.
13.3 We will only give your personal information to third parties where the law either requires or allows us to do so.
14. OTHER IMPORTANT TERMS
14.1 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.
14.2 Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms.
14.3 If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
14.4 Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the products, we can still require you to make the payment at a later date.
14.5 Which laws apply to this contract and where you may bring legal proceedings.
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.
ONLINE TERMS OF TRADING – BUSINESS CUSTOMERS
1. ABOUT US
1.1 Signpost Solutions Limited is a company in England and Wales. Our company registration number is 01084535 and our registered office and main trading address is at Unit 5, Clarendon Drive, The Parkway, Tipton, West Midlands, DY4 0QA. Our registered VAT number is 236868467. We operate the website Signfix.co.uk.
1.2. To contact us telephone our customer service team at 0121 506 4770 or email firstname.lastname@example.org.
2. OUR CONTRACT WITH YOU
2.1 These terms and conditions (Terms) apply to the order by you and supply of goods by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2.2 The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
2.3 These Terms and the Contract are made only in the English language.
3. PLACING AN ORDER AND ITS ACCEPTANCE
3.1 Each order is an offer by you to buy the goods specified in the order (Goods) subject to these Terms.
3.2 The Order shall only be deemed to be accepted when we issue a written acceptance of the Order, at which point the Contract shall come into existence.
3.3 If we are unable to supply you with the Goods for any reason, we will inform you of this by email and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
4. OUR GOODS
4.1 The images of the Goods on our website or in our brochures are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer’s display of the colours accurately reflects the colour of the Goods. The colour of your Goods may vary slightly from those images.
4.2 Although we have made every effort to be as accurate as possible, all sizes, weights, capacities, dimensions and measurements indicated on our website or in our brochures may vary.
4.3 The packaging of your Goods may vary from that shown on images on our website or in our brochures.
4.4 We reserve the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirement.
5.1 The price quoted excludes VAT (unless otherwise stated). VAT will be charged at the rate applying at the time of delivery.
5.2 Where we provide a quotation, it will lapse after 30 days (unless otherwise stated).
5.3 The price quoted excludes carriage and unloading (unless otherwise stated).
5.4 Rates of tax and duties on the Goods will be those applying at the time of delivery.
5.5 We sell a large number of Goods through our website. It is always possible that, despite our best efforts, some of the Goods on our website may be incorrectly priced. If we discover an error in the price of the Goods you have ordered, we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your Order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing. If we mistakenly accept and process your order where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may cancel supply of the Goods and refund you any sums you have paid.
6.1 All delivery times quoted are estimates only.
6.2 If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the Contract, however:
6.2.1 you may not cancel if we receive your notice after the Goods have been dispatched; and;
6.2.2 if you cancel the Contract, you can have no further claim against us under that Contract.;
6.2.3 if you accept delivery of the Goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss or increase in the price of the Goods).;
6.3 We may deliver the Goods in instalments. Each instalment is treated as a separate contract.
6.4 We may decline to arrange carriage and unload the Goods if:
6.4.1 we believe that it would be unsafe, unlawful or unreasonably difficult to do so; or
6.4.2 the premises (or the access to them) are unsuitable for our vehicle.
7.1 The Goods are at your risk from the time of dispatch.
7.2 Delivery is deemed to take place either:
7.2.1 at our premises (if you are collecting them or arranging carriage); or
7.2.2 at the time of dispatch to your premises or address specified by you (if we are arranging carriage).
7.3 You must inspect the Goods on receipt. If any Goods are damaged or missing, you must write to tell us within five days of receipt or the expected time of receipt. You must give us (and any carrier) a fair chance to inspect the damaged Goods. You must not alter, adjust or modify the Goods without our prior consent.
8. PAYMENT TERMS
8.1 You are to pay us in cash or in cleared funds prior to delivery, unless you have an approved credit account.
8.2 If you have an approved credit account, payment is due no later than the last day of the month, following the month of invoice, unless otherwise agreed in writing.
8.3 If you fail to pay us in full on the due date, we may:
8.3.1 suspend or cancel future deliveries;
8.3.2 cancel any discount offered to you;
8.3.3 charge you interest at the rate set under s.6 of the Late Payment of Commercial Debts (Interest) Act 1998;
22.214.171.124 calculated (on a daily basis) from the date of our invoice until payment;
126.96.36.199 compounded on the first day of each month; and
188.8.131.52 before and after any judgment (unless a court orders otherwise);
8.3.4 claim fixed sum compensation from you under s.5A of that Act to cover our credit control overhead costs; and
8.3.5 recover (under clause 8.7) the cost of taking legal action to make you pay.
8.4 If you have an approved credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
8.5 You do not have the right to set off any money you may claim from us against anything you may owe us.
8.6 While you owe money to us, we have a lien on any of your property in our possession.
8.7 You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly including financing costs and including legal costs on a full indemnity basis) following any breach by you of any of your obligations under these Terms.
9.1 Until you pay all debts you may owe us:
9.1.1 all Goods supplied by us remain our property;
9.1.2 you must store them so that they are clearly identifiable as our property;
9.1.3 you must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us;
9.1.4 you may use those Goods and sell them in the ordinary course of your business, but not if:
184.108.40.206 we revoke that right (by informing you in writing); or
220.127.116.11 you become insolvent.
9.2 You must inform us (in writing) immediately if you become insolvent.
9.3 If your right to use and sell the Goods ends you must allow us to remove the Goods.
9.4 We have your permission to enter any premises where the Goods may be stored:
9.4.1 at any time, to inspect them; and
9.4.2 after your right to use and sell them has ended, to remove them, using reasonable force if necessary.
9.5 Despite our retention of title to the Goods, we have the right to take legal proceedings to recover the price of Goods supplied should you not pay us by the due date.
9.6 You are not our agent. You have no authority to make any contract on our behalf or in our name.
10.1 We warrant that the Goods:
10.1.1 comply with their description on our order confirmation form; and
10.1.2 are free from material defect at the time of delivery (as long as you comply with clause 10.3).
10.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the Goods or their fitness for any purpose.
10.3 If you believe that we have delivered Goods that are defective in materials or workmanship, you must:
10.3.1 inform us (in writing), with full details, as soon as possible; and
10.3.2 allow us to investigate (we may need access to your premises and product samples).
10.4 If the Goods are found to be defective in material or workmanship (following our investigations), and you have complied with those conditions (in clause 10.3) in full, we will (at our option) repair the Goods replace the Goods or refund the price.
10.5 Subject to clause 10.8 we are not liable for any other loss or damage (including indirect or consequential loss, financial loss, loss of profits or loss of use) arising from the Contract or the supply of Goods or their use, even if we are negligent.
10.6 Our total liability to you (from one single cause) for damage to property caused by our negligence is limited to one million pounds.
10.7 For all other liabilities not referred to elsewhere in these Terms our liability is limited in damages to the price of the Goods.
10.8 Nothing in these Terms restricts or limits our liability for death or personal injury resulting from negligence.
11.1 If we prepare the Goods in accordance with your specifications or instructions, you must ensure that:
11.1.1 the specifications or instructions are accurate;
11.1.2 Goods prepared in accordance with those specifications or instructions will be fit for the purpose for which you intend to use them; and
11.1.3 your specifications or instructions will not result in the infringement of any intellectual property rights of a third party, or in the breach of any applicable law or regulation.
11.2 We reserve the right;
11.2.1 to make any changes in the specifications of our Goods that are necessary to ensure they conform to any applicable safety or statutory requirements; and
11.2.2 to make without notice any minor modifications in our specifications we think necessary or desirable.
12. RETURN OF GOODS
12.1 We may accept the return of Goods from you and if so only:
12.1.1 by prior arrangement (confirmed in writing);
12.1.2 on payment of an agreed handling charge (unless the Goods were defective when delivered); and
12.1.3 where the Goods are as fit for sale on their return as they were on delivery.
13. EXPORT TERMS
13.1 Where the Goods are supplied by us to you by way of export from the United Kingdom this clause 13 of these Terms applies (except to the extent that it is inconsistent with any written agreement between us).
13.2 The ‘Incoterms’ of the International Chamber of Commerce which are in force at the time when the Contract is made apply to exports, but these Terms prevail to the extent that there is any inconsistency.
13.3 Unless otherwise agreed, the Goods are supplied ex works our place of manufacture.
13.4 Where the Goods are to be sent by us to you by a route including sea transport, we are under no obligation to give a notice under section 32(3) of the Sale of Goods Act 1979.
13.5 You are responsible for arranging testing and inspection of the Goods at our premises before shipment (unless otherwise agreed). We are not liable for any defect in the Goods which would be apparent on inspection unless a claim is made before shipment. We are not liable for any damage during transit.
13.6 We are not liable for death or personal injury arising from the use of the Goods delivered in the territory of another State (within the meaning of s.26 (3) (b) Unfair Contract Terms Act 1977).
14.1 You may not cancel the order unless we agree in writing (and clauses 6.2.2 and 14.2 then apply).
14.2 If the order is cancelled (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.
14.3 We may suspend or cancel the order, by written notice if:
14.3.1 you fail to pay us any money when due (under the order or otherwise);
14.3.2 you become insolvent;
14.3.3 you fail to honour your obligations under these Terms.
15. WAIVER AND VARIATIONS
15.1 Any waiver or variation of these Terms is binding in honour only unless:
15.1.1 made (or recorded) in writing;
15.1.2 signed on behalf of each party; and
15.1.3 expressly stating an intention to vary these Terms.
15.2 All orders that you place with us will be on these Terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our Terms.
16. FORCE MAJEURE
16.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
16.2 Examples of those circumstances include act of God, accident, explosion, war, terrorism, fire, flood, transport delays, strikes and other industrial disputes and difficulty in obtaining supplies.
17.1 English law is applicable to any Contract made under these Terms. The English and Welsh courts have non-exclusive jurisdiction.
17.2 If you are more than one person, each of you has joint and several obligations under these Terms.
17.3 If any of these Terms are unenforceable as drafted:
17.3.1 it will not affect the enforceability of any other of these Terms; and
17.3.2 if it would be enforceable if amended, it will be treated as so amended.
17.4 We may treat you as insolvent if:
17.4.1 you are unable to pay your debts as they fall due; or
17.4.2 you (or any item of your property) become the subject of:
18.104.22.168 any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium) or bankruptcy);
22.214.171.124 any application or proposal for any formal insolvency procedure; or
126.96.36.199 any application, procedure or proposal overseas with similar effect or purpose.
17.5 All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering into any contract with us.
17.6 Any notice by either of us which is to be served under these Terms may be served by leaving it at or by delivering it to (by first class post or by email) the other’s registered office or principal place of business. All such notices must be signed.
17.7 No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
17.8 The only statements upon which you may rely in making the Contract with us, are those made in writing by someone who is our authorised representative and either:
17.8.1 contained in our estimate (or any covering letter) and not withdrawn before the Contract is made; or
17.8.2 which expressly state that you may rely on them when entering into the Contract.
17.9 Nothing in these Terms affects or limits our liability for fraudulent misrepresentation.