Terms and Conditions
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
1.2 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.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to one gender includes a reference to the other gender.
2. Application of terms
2.1 Subject to any variation under condition 2.2 the Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.3 Each order or acceptance of a quotation for Goods by the Buyer from the Company shall be deemed to be an offer by the Buyer to buy Goods subject to these conditions.
2.4 Other than orders made subject to condition 3 below, no order placed by the Buyer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Buyer.
2.5 The Buyer shall ensure that the terms of its order and any applicable specification are complete and accurate.
3. Website e-commerce
3.1 By placing an order through our site, you warrant that you are:
(a) legally capable of entering into binding contracts; and
(b) at least 18 years old.
3.2 After placing an order through our site, you will receive an e-mail from us acknowledging that we have received your order. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy a Product. The Contract between us will only be formed when we dispatch your order to you, although unless specifically requested you will not receive a separate dispatch confirmation.
3.3 The Contract will relate only to those Products which we dispatch. We will not be obliged to supply any other Products which may have been part of your order until such Products have been dispatched separately.
3.4 Your order will be fulfilled by the date of delivery of the Products, which will be within a reasonable time of receiving the initial order, unless there are exceptional circumstances.
3.5 All specifications on our site and in our catalogue in respect of the Products, including weights, measurements and dimensions, are approximations only.
4.1 Any dates specified by the Company for delivery of the Goods are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are so specified, delivery shall be within a reasonable time.
4.2 If for any reason the Buyer fails to accept delivery of any of the Goods when they are ready for delivery:
(a) risk in the Goods shall pass to the Buyer (including for loss or damage caused by the Company’s negligence);
(b) the Goods shall be deemed to have been delivered; and
(c) the Company may store the Goods until delivery, whereupon the Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
4.3 If the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations, then Goods will be returned to the Company. If the same undelivered Goods are then redelivered the Company may apply an additional charge at their discretion.
4.4 The quantity of any consignment of Goods as recorded by the Company on despatch from the Company’s place of business shall be conclusive evidence of the quantity received by the Buyer on delivery unless the Buyer can provide conclusive evidence proving the contrary.
4.5 The Company shall not be liable for any non-delivery of Goods (even if caused by the Company’s negligence) unless the Buyer gives written notice to the Company of the non-delivery within 7 days of the date when the Goods would in the ordinary course of events have been received. Otherwise, the Company is not liable for any late deliveries.
4.6 Shortages or damage to Goods during transit must be reported to the Company in writing within 5 days from receipt of the Goods. The Company will be unable to compensate for any damaged Goods if a consignment has been signed for as undamaged on delivery.
4.7 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
5.1 The Goods are at the risk of the Buyer from the time of delivery.
5.2 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
(a) the Goods; and
(b) all other sums which are or which become due to the Company from the Buyer on any account.
5.3 Until ownership of the Goods has passed to the Buyer, the Buyer shall:
(a) hold the Goods on a fiduciary basis as the Company’s bailee;
(b) store the Goods (at no cost to the Company) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as the Company’s property; and
(c) not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods.
5.4 The Buyer’s right to possession of the Goods shall terminate immediately and, without prejudice to any other right or remedy available to the Company, the Company reserves the right to cancel any Contract or suspend any further deliveries under any Contract without liability to the Buyer, and if Goods have been delivered but not paid for, the price of any such Goods shall become immediately due and payable (notwithstanding any previous agreement of arrangement to the contrary) if:
(a) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision 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 and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Buyer or notice of intention to appoint an administrator is given by the Buyer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
(b) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Buyer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Buyer ceases to trade; or
(c) the Buyer encumbers or in any way charges any of the Goods.
5.5 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
5.6 The Buyer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
5.7 Where the Company is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by the Company to the Buyer in the order in which they were invoiced to the Buyer.
5.8 On termination of the Contract, howsoever caused, the Company’s (but not the Buyer’s) rights contained in this condition 6 shall remain in effect.
6.1 Unless otherwise agreed by the Company in writing, the price for the Goods shall be the price set out in the Company’s price list published (on our site or otherwise) on the date of delivery or deemed delivery.
6.2 Prices are liable to change at any time, but changes will not affect orders in respect of which we have already sent you an order confirmation.
6.3 Our site and catalogue contain a large number of Products and it is always possible that, despite our best efforts, some of the Products listed on our site, in our catalogue or on any printed materials may be incorrectly priced. We will normally verify prices as part of our dispatch procedures so that, where a Product’s correct price is less than our stated price, we will charge the lower amount when dispatching the Product to you. If a Product’s 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 Product, or reject your order and notify you of such rejection.
6.4 We are under no obligation to provide the Product to you at the incorrect (lower) price, even after we have sent you an order confirmation, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mis-pricing.
6.5 Subject to conditions 6.6 and 6.7 below, the price for the Goods shall be exclusive of any value added tax and all costs or charges in relation to packaging, loading, unloading, carriage and insurance, all of which amounts the Buyer shall pay in addition when it is due to pay for the Goods.
6.6 Goods will be sent carriage paid on orders over £200 (excl. VAT) by normal means of transport to mainland UK, the Isle of Wight and Scilly Isles. Deliveries to other parts of the UK (including the Scottish Islands and Northern Ireland, Ireland and the Channel Islands) will be carriage paid on orders in excess of £250 excluding VAT, where applicable. Accounts outside the UK and Ireland will be charges carriage at cost. All special order, non stock, items will not be classed as carriage paid unless they are dispatched with stock items which constitute a carriage paid order.
6.7 A minimum order value of £50, excluding VAT, applies to all orders.
6.8 We reserve the right to charge carriage on orders that include heavy goods, e.g. weights, smoker dust and groundbait.
7.1 Payment of the price for the Goods is due in pounds sterling and must be made by credit or debit card, BACS, cash or cheque. We will not charge your credit or debit card until we despatch your order.
7.2 Invoices are required to be paid within 30 days of the date of the invoice being sent (“Invoice Date”), otherwise payment is deemed overdue.
7.3 No payment shall be deemed to have been received until the Company has received cleared funds.
7.4 Cheques not cleared when first presented to the bank will be surcharged £20.
7.5 The Buyer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.
7.6 If the Buyer fails to pay the Company any sum due pursuant to the Contract after the 30 day period outlined in condition 7.2 above, the Buyer shall be liable to pay interest to the Company on such sum from the Invoice Date at 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a monthly basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
7.7 Non pro-forma accounts will be subject to credit limits, as determined by the Company. Where credit limits are met, payment of sufficient outstanding invoices must be made in order that further goods may be dispatched, even where payment of the invoice is not overdue.
7.8 Charges incurred in the collection of overdue accounts, whether by solicitors, debt collecting agencies, tracing agencies or court charges will be added to the overdue amount.
8. Defective Goods
8.1 Only Goods that are reasonably believed to be legally defective can be returned to the Company and, once returned, the Company reserves the right to either replace, repair or credit such defective Goods.
8.2 The Company cannot accept part trade packs or shop soiled Goods which are returned under condition 8.1 above.
8.3 Goods returned to the Company for any reason other than being legally defective, may be subject to a 20% handling charge payable to the Company
9. Limitation of liability
9.1 Subject to condition 4, the following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Buyer in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Buyer of any of the Goods, or of any product incorporating any of the Goods; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
9.2 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, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these conditions excludes or limits the liability of the Company for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability.
9.4 Subject to condition 9.2 and condition 9.3:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Contract price; and
(b) the Company shall not be liable to the Buyer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
10. Import duty
10.1 If you order Products from our site for delivery outside the UK, they may be subject to import duties and taxes which are levied when the delivery reaches the specified destination. You will be responsible for payment of any such import duties and taxes. Please note that we have no control over these changes and cannot predict their amount. Please contact your local customs office for further information before placing your order.
10.2 Please also note that you must comply with all applicable laws and regulations of the country for which the products are destined. We will not be liable for any breach by you of any such laws.
11.1 The Company may assign the Contract or any part of it to any person, firm or company.
11.2 The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
12. Force majeure
The Company reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Buyer (without liability to the Buyer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Company including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of 30 days, the Buyer shall be entitled to give notice in writing to the Company to terminate the Contract.
13.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
13.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
13.3 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.
13.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
13.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
13.6 Any arrangements made verbally with retailers (any Buyer) are superseded by these terms and conditions, unless otherwise agreed in writing.
13.7 Items which are shown in the catalogue (whether an electronic version on the website or a hard copy), but not on the wholesaler price list may still be ordered by wholesalers at the price shown in the catalogue.
13.8 This 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) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.
14.1 Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our website. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
14.2 All communications or notices given by you to us must be given to the Company at email@example.com. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in condition 14.1 above. Notice will be deemed received and properly served immediately when posted on our website, 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 such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
15. Our right to vary these terms and conditions
15.1 We have the right to revise and amend these terms and conditions from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities.
15.2 You will be subject to the policies and terms and conditions in force at the time that you order products from us, unless any change to those policies or these terms and conditions is required to be made by law or governmental authority (in which case it will apply to orders previously placed by you), or if we notify you of the change to those policies or these terms and conditions before we send you the Despatch Confirmation (in which case we have the right to assume that you have accepted the change to the terms and conditions, unless you notify us to the contrary within seven working days of receipt by you of the Products).