TERMS AND CONDITIONS OF SALE

The terms and conditions (including the definitions) set out in Part I below, apply to all contracts
for the sale of Goods. The terms and conditions set out in Part II below apply only to contracts
for the sale of Goods entered into via our website(s), in addition to those set out in Part I. The
terms and conditions set out in Part III below apply only to contracts for the sale of Goods entered
into other than via our website(s), in addition to those set out in Part I.

Rexel UK Limited and the expressions, “Rexel”, “we” and “us” and “our” and “the Company
means Rexel UK Limited (Company Number 00434724) (VAT Number 614213680) whose
registered office is at Ground Floor, Eagle Court 2, Hatchford Brook, Hatchford Way, Sheldon,
Birmingham, B26 3RZ

GOODS FOR SALE ON THE WEBSITE, OUR CATALOGUES AND ANY OTHER SALES
MATERIALS PRODUCED BY US ARE INTENDED FOR USE BY BUSINESS CUSTOMERS
ONLY AND NOT CONSUMERS. YOU CONFIRM THAT ON PLACING AN ORDER YOU ARE
PURCHASING THE GOODS FOR BUSINESS PURPOSES ONLY AND YOU ARE NOT
PLACING ORDERS AS A CONSUMER. FOR THE AVOIDANCE OF DOUBT REFERENCES
TO INDIVIDUALS WITHIN THESE CONDITIONS ARE REFERENCES TO INDIVIDUALS
ACTING FOR PURPOSES WITHIN THEIR BUSINESS, WHICH INCLUDES ANY TRADE OR
PROFESSION.

 

PART I – TERMS AND CONDITIONS APPLICABLE TO ALL CONTRACTS

1 INTERPRETATION
1.1 In these Conditions the following words shall have the meanings set out below:
 

"Conditions" means the standard terms and conditions of supply of Goods set out in this
document including the introduction.
 

"Contract" means a legally binding contract for the sale and supply of Goods and made
in accordance with these Conditions.
 

"Goods" means the goods described in the Order.
 

“Intellectual Property Rights” means any patents, trade marks, service marks,
registered designs, database rights, applications for any of the foregoing, copyright,
unregistered design rights know how and any other similar protected rights in any other
country.
 

"Order" means an order placed by you for the purchase of Goods.
 

"Price" means the price of the Goods either advised to you or detailed in the confirmation
email where the Order is placed via a Website.
 

"Working Day" means any day other than a Saturday and Sunday but excluding bank and
public holidays in England.

"you” means the person, firm or company who purchases the Goods from us

1.2 Any references to any statute shall include references to that statute as modified or re-­
enacted from time to time

 

2 ACCEPTANCE OF OUR CONDITIONS

2.1 All orders for Goods supplied by us or any of our subsidiary companies as the case may
be are subject to these Conditions and the placing of an Order by you will constitute
acceptance of these Conditions. You may copy these Conditions and store them for your
future reference.

2.2 We only supply Goods for purchase by adults and we do not sell to children.

2.3 Where there is a conflict between these Conditions and any additional terms and
conditions, rules and instructions, these Conditions shall apply.

 

3 APPLICATION OF TERMS AND BASIS OF SUPPLY

3.1 Subject to any variation under Condition 3.3 of Part I, the Contract shall be on these
Conditions to the exclusion of all other terms and conditions (including any terms or
conditions which you purport to apply under any purchase order, confirmation of order,
specification or other document).

3.2 No terms or conditions endorsed on, delivered with or contained in your purchase order,
confirmation of order, specification or other document shall form part of the Contract simply as
a result of such document being referred to in the Contract.

3.3 These Conditions apply to all our sales and any variations to these Conditions and any
representations about the Goods shall have no effect unless expressly agreed in writing
and signed by one of our directors, the identity of whom from time to time is available from
Companies House.

3.4 You acknowledge that you have 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 or in
any confirmation email. Nothing in this Condition shall exclude or limit the Company’s
liability for fraud or fraudulent misrepresentation.

3.5 You shall ensure that the terms of your order and any applicable specification are complete
and accurate.

3.6 All illustrations, descriptions, specifications, dimensions, weights and capacities listed on
any Website, or in any catalogue, price list or other advertisement are intended merely to
present a general idea of the Goods described and shall not form part of the Contract.

3.7 Any quotation is given on the basis that no Contract shall come into existence until we
despatch an acknowledgement of order to you. We may withdraw any quotation at any
time, even if the quotation is stated to be valid for a particular period, unless you make an
offer within the stated validity period which has been accepted by us.

 

4 TRADE CREDIT ACCOUNTS

4.1 If you wish to open a trade credit account we will ask you to complete and sign an
application for trade credit account form (“Application Form”). The proprietor(s),
partner(s) or an authorised employee (if a limited company), must sign the
Application Form. Until an Application Form has been received and a trade credit
account approved (in writing) by us, Orders will not be accepted onto the trade
credit account until cleared funds have been received. We will treat having
received payment by credit card as us having received cleared funds. We reserve
the right, in our absolute discretion, to grant, refuse, or discontinue any credit
facilities or reduce or suspend any credit limit at any time and demand immediate
payment of all monies outstanding.

4.2 Unless otherwise agreed by us in writing, sums due on a trade credit account are
payable by the last Working Day of the month following the month in which delivery
of the Goods takes place. If you exceed any agreed credit limit, we may demand
immediate payment of all amounts outstanding from you to us on any account.

 

5 VARIATION OF GOODS

We reserve the right in our absolute discretion to make any changes to the Goods
which do not in our opinion materially affect the quality or nature of the Goods.

 

6 PRICE AND PAYMENT

6.1 The prices displayed on the Website and in any catalogue or price list are in
pounds sterling (unless otherwise stated) and are exclusive of VAT and other
similar sales taxes and do not include packaging and delivery charges. These will
be added to the total amount payable by you and will be shown when you make
an Order.

6.2 Where Goods are specially ordered from manufacturers, and a carriage charge is
made by such manufacturers, we reserve the right to recover this charge from you
in addition to any other charges. You will also pay any additional charges incurred
as a result of delivery by any particular method you may request (but we shall be
under no obligation to comply with any such request).

6.3 We reserve the right to levy a handling charge on any orders, the total invoice price
of which (excluding VAT) is less than our small order value from time to time.
Details of our small order value are available from your Local Trade Counter from
time to time.

6.4 We may request a sum to be paid in advance. Any advance payment made by
you at our request shall be held by us as a deposit and not as a part payment. Any
deposit is non-­refundable in the event of you cancelling the Order, or us cancelling
the Order as a result of your default.

6.5 Time for payment shall be of the essence.

6.6 No payment shall be deemed to have been received until we have received cleared
funds.

6.7 All payments payable by you under the Contract shall become due and payable
immediately on its termination, despite any other provision.

6.8 You shall make all payments due under the Contract or otherwise in full without
any deduction by way of set-­off, counterclaim, discount, abatement or otherwise
unless you have a valid court order requiring an amount equal to such deduction
to be paid by you to us.

6.9 If you fail to pay us any sum due pursuant to the Contract, you will be liable to pay
interest to us on such sum from the due date for payment and we, at our discretion,
shall be entitled to either, at our discretion:
(a) exercise our statutory right to claim interest under the Late Payment of
Commercial Debts (Interest) Act 1998;; or
(b) charge you interest on such sum from the due date for payment at the annual
rate of 4% above the base rate of Barclays Bank plc from time to time
accruing on a daily basis and compounded monthly until payment is made,
whether before or after any judgment.
We may exercise this right in addition to any other rights we may have.

6.10 In the event of termination, variation or suspension of a Contract on your instruction
or by lack of instruction, the Price will be adjusted to reflect the additional costs
incurred by us. Where a Price per unit has been quoted and you require a smaller
number of units to be delivered than those quoted for, we reserve the right to adjust
the Price per unit applicable.

 

7 DELIVERY & RISK

7.1 We shall only deliver Goods to an address in mainland England, Scotland or
Wales. You shall provide a delivery address within mainland England, Scotland or
Wales or another address we may agree in writing.

7.2 We will advise you of any applicable delivery charge.

7.3 We will deliver the Goods to the address specified by you in your Order unless we
have agreed to make them available for collection from a Local Trade Counter.

7.4 If you fail to take delivery of the Goods on the date notified to you by us, or fail to
provide any instructions or authorisations required to enable Goods to be delivered
on time, the Goods will be deemed to have been delivered, and risk in the Goods
will pass to you on the delivery date and (without prejudice to any other rights we
may have) we may:
(a) store the Goods until actual delivery or sale and charge you for all related
costs and expenses (including, without limitation, transportation, handling,
storage and insurance);; and/or
(b) charge you any increase in the Company’s list price for the Goods between
the deemed delivery date and the date on which you take physical delivery
of the Goods;; and/or
(c) following written notice to you, sell any of the Goods at the best price
reasonably obtainable in the circumstances and charge you for any shortfall
below the price agreed with you in addition to being entitled to recover the
costs of the sale and the costs described in Condition 7.4 (a) of Part I.

7.5 We will endeavour to deliver the Goods to you in accordance with any despatch
date notified to you, or, if none is specified, within seven (7) Working Days of you
placing the Order with us or such alternative later date specified by you in your
Order but you acknowledge that it may not always be possible to deliver the Goods
within this timeframe and you agree that delivery of the Goods may take longer.
Any dates or times for delivery of the Goods quoted by us are estimates only. We
shall not be liable if the Goods are not delivered within seven (7) Working Days or
for any failure to meet any estimated delivery date or for any costs, charges,
liquidated damages or other penalties incurred by you or expenses incurred as a
result of any delay. You will not be entitled to refuse to accept any Goods or to
cancel the Contract with us merely because of such failure unless any delay
exceeds 180 days.

7.6 We shall be entitled to deliver in instalments. Where the Contract is to be or may
be fulfilled in separate instalments, deliveries or parts, payment for each such
instalment delivery or part will be made as if the same constituted a separate
contract. Failure by you to pay for an instalment in accordance with this Condition
will entitle us without prejudice to our other rights and remedies to suspend further
deliveries of goods under any other contract we have with you, pending payment
by you.

7.7 Failure by us to deliver any one or more (but not all) instalments in accordance
with these Conditions will not entitle you to treat the Contract as repudiated.

7.8 Risk of damage to or loss of the Goods shall pass to you:
(a) in the case of Goods to be collected from your Local Trade Counter, at the
time when we notify you that the Goods are available for collection;; or
(b) at the time of us handing the Goods to a third party if you arrange for the
Goods to be collected by a third party carrier;; or
(c) at the time the Goods are unloaded by our carrier or agent where
transportation is arranged by us.

7.9 Whether we or you arrange for the goods to be transported, the carrier shall be
deemed to be your agent except for the purposes of sections 44, 45 and 46 of the
Sales of Goods Act 1979.

7.10 Subject to Condition 12 of Part I, we shall not replace any lost or damaged Goods
after delivery.

 

8 PACKAGING

8.1 The manner of packing and transportation of the Goods shall be at our discretion.
No liability shall be accepted for failure to pack to any particular standard, or
against any particular risk unless the requirement for such packing is specifically
brought to our attention, accepted in writing by us and paid for by you.

8.2 We may impose additional charges in respect of packaging we use for
transportation and delivery of the Goods. Any such charges will be added to the
Order and will be shown when you make an Order. For the avoidance of doubt,
you agree that such additional charges will be levied in respect of Goods which
are despatched in crates, drums, cases, pallets or other similar packaging and may
be levied at our discretion in the case of any other packaging. We shall also make
a charge for carrier bags issued as required by applicable legislation.

8.3 Where we charge for packaging pursuant to Condition 8.2 of Part I, unless
otherwise specified by us, you will be entitled to a full credit for such additional
charges, to be credited against subsequent invoices, so long as such packaging
is returned undamaged to us carriage paid within 14 days of the date of the delivery
of the Goods.

 

9 RETENTION OF TITLE

9.1 Ownership of the Goods will not pass to you until we have received in full (in cash
or cleared funds) all sums due to us in respect of the Goods and all other sums
which are or which become due to us from you on any account.

9.2 Until ownership of the Goods has passed to you, you must:
(a) hold the Goods on a fiduciary basis as our bailee;;
(b) store the Goods (at your own cost) separately from all other goods owned by
you or any third party so that they are identifiable as our property and clearly
labelled as such;;
(c) not destroy, deface or obscure any identifying mark or packaging on or
relating to the Goods;;
(d) maintain the Goods in satisfactory condition insured on our behalf for their
full Price against all risks without any deductible to our reasonable
satisfaction. On request you will produce evidence of the policy of insurance
to us;;
(e) hold any proceeds of such insurance on trust for us separately from any other
money, and not pay the proceeds into an overdrawn bank account or allow
any such bank account to become overdrawn;; and
(f) allow us access at any reasonable time to enable us to inspect the Goods
and verify that you have complied with your obligations under this Condition 9.2 of Part I.

9.3 You may resell the Goods before ownership has passed to you provided such sale is:
(a) in the ordinary course of your business at full market value and you will
account to us accordingly;; and
(b) on your own behalf and you deal as principal when making such sale.

9.4 If we cannot determine which goods are the Goods, you will be deemed to have
sold all Goods sold by us to you in the order in which they were invoiced to you.

9.5 We will be entitled to recover payment for the Goods notwithstanding that
ownership of any Goods has not passed from us.

9.6 We may while we are the owner of the Goods (and without prejudice to any other
rights we may have under these Conditions) demand the immediate return of the
Goods at any time and you will forthwith comply with such demand and bear the
expenses for such return.

9.7 If you fail to return the Goods in accordance with Condition 9.6 of Part I, you will
be deemed to grant to us (or our successors in title for the Goods) and our
respective employees and agents an irrevocable license to enter onto any
premises where the Goods are or may be situated for the purpose of removing the
Goods (the cost of doing so shall be borne by you) and to sell or otherwise deal
with such Goods.

 

10 DUPLICATION OF ORDERS

Where Orders are sent by post, fax, email or submitted via a Website in
confirmation of a telephone order, you must ensure that they are clearly marked
as such, failing which any such confirmation will be treated as a separate Order
and you will be obliged to pay for the Goods ordered by each means.

 

11 QUALITY

11.1 You acknowledge that we are not the manufacturer of the Goods. Consequently,
subject to Condition 14 of Part I, we will in the event of a Goods quality issue only
apply our reasonable endeavours to:
(a) transfer to you the benefit of any warranty or guarantee given to us in respect
of the Goods, if requested by you, at your expense;; or
(b) make and pursue any available claim under the terms of any warranty or
guarantee as mentioned in Condition 11.1(a) of Part I, subject to you paying
all costs and expenses incurred on an indemnity basis in advance of them
being incurred, and providing us with such security as we may in our absolute
discretion require in respect of the defendant’s costs that may become
payable should we lose any dispute. In the event of a claim being made, we
will promptly account to you (to the extent of your claim and subject to the
deduction of an amount equal to any costs incurred in making and pursuing
such claim which you have not already paid) for any proceeds resulting to
you.

11.2 The Goods are not sold by description or sample.

 

12 DAMAGE IN TRANSIT AND SHORTAGES

12.1 The quantity of any consignment of Goods as recorded by us upon despatch from
our place of business shall be conclusive evidence of the quantity received by you
on delivery, unless you can provide conclusive evidence to the contrary.

12.2 We will not have any liability for short delivery, loss or damage to Goods occurring
prior to delivery or for non-­delivery (even if caused by our negligence) unless
claims to that effect are notified to us and our designated carriers within 3 working
days of delivery (in the case of damage or short delivery) or within 24 hours of our
invoice or advice note (in the case of non-­delivery). Goods received in a damaged
or unsatisfactory condition must be signed for as such and the packaging and
contents must be retained for inspection, failure to do so will invalidate any claim.

12.3 Subject to Condition 12.2 of Part I and only as far as the law permits our total
liability for short delivery, loss or damage to the Goods prior to delivery, or non-­
delivery of the Goods, shall be limited to (in each case at our discretion) repairing
or replacing free of charge Goods within a reasonable time, or refunding the Price
at the pro rata Contract rate.

 

13 RETURNS

13.1 Goods correctly supplied may not be returned without our written agreement.

13.2 If Goods have been supplied other than in accordance with these Conditions, they
must be rejected within 3 days of delivery (or deemed delivery), otherwise they will
be deemed to have been accepted and have been supplied in accordance with
these Conditions.

13.3 Goods returned must be unused and undamaged together with any accessories
or items that have been provided free of charge by us, consigned carriage paid or
(if, and only if collected from your Local Trade Counter) returned in person to the
same Local Trade Counter, in each case, accompanied by a packing note stating
the Company’s invoice number and date thereof together for the reason for return.

13.4 If returned Goods had been correctly supplied then Goods may only be returned
at the sole discretion and with the prior consent of the Company. The Company
may impose a restocking charge. You agree to pay this charge in accordance with
our invoice for it immediately on demand. We may decide whether to issue a
Credit Note or refund, in our absolute discretion.

13.5 If you paid for the Goods by UK credit card or debit card, and a refund is due as a
result of the Goods being rejected in accordance with Condition 13.2 of Part I, we
shall make a refund to the same UK credit card or debit card used for payment so
please ensure that you bring the credit card or debit card with you when you return
the Goods to the Local Trade Counter from which you collected the Goods.

13.6 If returned Goods (or any of them) are dispatched and subsequently lost in transit
the Company will not issue a credit note or refund (where one is due) unless and
until the returned Goods arrive at the Company’s premises.

 

14 LIMITATION OF LIABILITY

14.1 Nothing in these terms and conditions excludes or limits our liability:
(a) for death or personal injury caused by our negligence;; or
(b) for fraud or fraudulent misrepresentation;; or
(c) in respect of any breach of the warranty as to title implied by section 12 of
the Sale of Goods Act 1979;; or
(d) under section 2 Consumer Protection Act 1987 to the extent that liability
cannot be lawfully excluded under section 7 of the same Act;; or
(e) any other liability that cannot be lawfully excluded.

14.2 By ordering the Goods, you acknowledge that we are not the manufacturer of the
Goods and it is therefore reasonable for us to limit our liability to you as set out
herein.

14.3 All warranties, conditions and other terms implied by statute or common law (save
for the condition implied by section 12 of the Sale of Goods Act 1979) are, to the
fullest extent permitted by law, excluded from the Contract.

14.4 Subject to Condition 14.1 of Part I:
(a) our total liability in contract, tort (including negligence or breach of statutory
duty) misrepresentation, restitution or otherwise, arising in connection with
the Contract will be limited to and shall not exceed (in respect of liability
associated with defective Goods (if any), and subject to Condition 14.1 of
Part I), the Price paid for the Goods ;; and
(b) we will not be liable to you for loss of use, loss of profit or anticipated profit,
loss of business, loss of contracts, loss of overhead recovery, additional
machining costs, loss of revenue or anticipated savings, any damage to your
reputation or depletion of goodwill, any product recall or business interruption
costs or any special, indirect or consequential loss or damage (even if we
have been advised of such loss or damage) whatsoever and howsoever
caused arising out of or in connection with the Contract.

14.5 The provisions of this Condition 14 of Part I shall survive the termination or expiry
(for whatever reason) of the Contract.

 

15 INTELLECTUAL PROPERTY RIGHTS

15.1 All Intellectual Property Rights relating to the Goods shall at all times be vested in
and remain owned by us or our third party licensors.

15.2 You shall not use our name, logo or any other identification marks for the purpose
of advertising or publicity without our prior written consent.

 

16 TERMINATION

16.1 Either we or you may, without prejudice to any rights or remedies that we or you
may have against the other party, terminate our obligations under a Contract with
immediate effect or (in our case) suspend future deliveries if on giving the other
party written notice the other fails to comply with any material obligation hereunder
and such failure has not been remedied within ten (10) days of written notification
from the party requiring remedy.

16.2 We may terminate our obligations under a Contract immediately if:
(a) you fail to furnish us with any information or instructions required by us to
fulfil any Order;; or
(b) you enter into any compromise or arrangement with your creditors, or if an
order is made or an effective resolution is passed for your winding up (except
for the purposes of amalgamation or reconstruction as a solvent company)
or if a petition is presented to court, or if a receiver, manager, administrative
receiver or administrator is appointed in respect of the whole or any part of
your undertaking or assets;; or
(c) you cease or threaten to cease to carry on your business;; or
(d) you are made bankrupt;; or
(e) you breach Condition 23.7 of these Conditions.

16.3 All outstanding sums shall be due immediately if the Contract is terminated by us
for any reason detailed in this Condition 16 of Part I.

16.4 Any terms and conditions which impliedly have effect after termination or expiry
will continue to be enforceable notwithstanding termination or expiry.

 

17 THIRD PARTY CLAIMS AND INDEMNITY

17.1 You shall indemnify and keep us indemnified from and against any liability, penalty,
costs, claims, damages, loss and/or expense incurred or suffered, whether or not
foreseeable and howsoever arising:
(a) As a result of incorporating property in the Goods;; or applying any patent,
registered or unregistered design, copyright, trademark, trade name or
design to the Goods;; in each case on your instructions, suggestions or
specifications, or complying with any other instruction of yours relative to the
Goods;; and/or
(b) In relation to any third party claims arising out from the use, installation, or
dealing by you in the Goods (irrespective of whether or not they involve our
negligence), except as a result of our fraud or wilful default;; and/or
(c) As a result of your negligence, default or breach in respect of this or any other
contract you may have with us.

17.2 You shall notify us forthwith of any claim made or action brought or threatened
alleging infringement of the rights of any third party. We shall have sole conduct
of any proceedings or claim. You shall provide us with all assistance in connection
therewith as we shall request.

 

18 CANCELLATION OF AN ORDER

We reserve the right to refuse to accept any cancellation of an Order. In the event
of any cancellation or other default by you, you must pay all costs, losses and
expenses incurred by us prior to the date of cancellation, and you will indemnify
us in respect of any third party claims arising directly or indirectly out of any such
cancellation.

 

19 CERTIFICATION

If you require Goods from a quality assured source or certificates of conformity
beyond legislative requirements you must specify your requirements in writing at
the time of placing the Order.

 

20 SAMPLES

20.1 Any samples provided to you at your request must be returned to us in good
condition within ninety (90) days of receipt or such shorter period as we may
specify. We may charge the market value of all samples not so returned. Such
market value will be the market value on the date when the sample was due to be
returned.

20.2 Samples provided by us shall be subject to these Conditions together with any
applicable additional terms and conditions, rules and instructions.

20.3 Goods are not sold by sample or description.

 

21 EVENTS OUTSIDE OUR CONTROL

We shall not be liable to you or be deemed to be in breach of any Contract by
reason of any delay in performing, or any failure to perform, any of our obligations
in relation to the Contract if the delay or failure was due to any events outside of
our reasonable control including without limitation a technical failure of the Internet,
act of God, explosion, flood, fire, epidemic, accident, war, terrorism, sabotage,
insurrection, civil disturbance, prohibitions or measures of any kind on the part of
any governmental, parliamentary or local authority, import or export regulations or
embargoes, industrial actions or trade disputes (whether involving our employees
or those of a third party), inability to obtain or delay in obtaining supplies of
adequate or suitable material, fuel, parts, machinery or labour.

 

22 CONFIDENTIALITY

You will keep the terms on which you buy Goods from us confidential and will not
disclose such information to anyone other than your officers and employees who
need to know the same, or as required by any order of a court or the rules of a
regulatory authority.

 

23 GENERAL

23.1 We may assign (or hold on trust) the Contract or any part of it to any person, firm
or Company. We may subcontract the performance of some or all of our obligations
under the Contract.

23.2 You may not assign or hold on trust the Contract or any part of it.

23.3 No waiver by us of any breach of any Contract or these Conditions by you shall be
considered as a waiver of any subsequent breach of the same or any other
provision.

23.4 An entity which is not expressly a party to the Contract has no right under the
Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract or
these Conditions.

23.5 If any provision of these Conditions or the Contract is found by any competent
authority or a court of law to be invalid or unenforceable for any reason, the
remainder of these Conditions and the Contract shall continue in full force and
effect.

23.6 These Conditions and any Contract represent the entire agreement between us
relating to the purchase of the Goods and supersedes all prior agreements, arrangements
and undertakings between us relating to the Goods

 

23.7. You shall:
(a) comply with all applicable laws, statutes, regulations and codes relating to
anti bribery and anti corruption including but not limited to the Bribery Act
2010 (“Relevant Requirements”);;
(b) not engage in an activity, practice or conduct which would constitute an
offence under sections 1,2 or 6 of the Bribery Act 2010 if such activity,
practice or conduct had been carried out in the UK;;
(c) comply with the Company’s anti bribery policy in respect of which it has
received a copy (“Relevant Policy”);;
(d) have and shall maintain in place throughout the term of this agreement it’s
own policies and procedures including adequate procedures under the
Bribery Act 2010 to ensure compliance with the Relevant Requirements,
Relevant Policy and Condition 23.7 (b);; and
(e) promptly report to the Company any request or demand for any undue
financial or other advantage of any kind received by you in connection with
the performance of this agreement.

23.8. Breach of Condition 23.8 by you shall be deemed a termination event pursuant to
Condition 16.2 of these terms.

23.9 For the purpose of Conditions 23.7 and 23.8 the meaning of adequate procedures
shall have the meaning prescribed to those terms by the Bribery Act 2010 and any
guidance issued under section 9 of that Act.

23.10 These Conditions and the Contract shall be governed by and construed in
accordance with English law and shall be subject to the exclusive jurisdiction of
the English courts.

 

 

PART II – TERMS AND CONDITIONS – WEBSITE ONLY

The website http://www.allaboutelectrics.co.uk (the “Website”) is owned
and operated by us.
Please note that your use of the Website will be governed by our separate terms
and conditions of use which can be found on the Website at
http://www.allaboutelectrics.co.uk/terms-of-use. Your privacy is also very
important to us and these Conditions must be read in conjunction with our Privacy
Policy which is published on our Website and which can be found at
http://www.allaboutelectrics.co.uk/help/privacy-­policy.html

 

1 ACCEPTANCE OF OUR CONDITIONS

1.1 Please read the provisions set out in this document carefully and confirm your
agreement to them before submitting your registration and any order.

1.2 If you are under 18, you may use the Website only with the involvement of a parent
or guardian.

1.3 We only supply Goods to businesses located in mainland England, Wales and
Scotland and we do not accept Orders for Goods from businesses outside of those
areas. The system may allow you to place your Order for some areas out of
mainland UK but we are under no obligation to complete the Order.

1.4 When you register you may choose your own customer username and password.
We will confirm the customer username that you have selected, or if you choose a
customer username that is in use or inappropriate, you will be asked to choose
another customer username.

1.5 You must at all times keep your password and customer username confidential
and you must notify us immediately of any unauthorised use of your customer
username or password, or of any breach of security known to you. We can require
you to change your customer username and/or password for security reasons at
any time. If you wish to change your password you may contact us and do so.

1.6 You must notify us immediately if any employee who has been provided with an
individual customer username and password ceases to be employed by you in
order that we can disable the account.

1.7 You are responsible for all activities which occur under your customer username
and password, save where such activities occur as a result of our negligence or
fault.

 

2 PLACING AN ORDER

2.1 The Goods displayed on the Website and information about the Goods and the
prices on the Website are an invitation to place an Order only and do not constitute
an offer by us to you to purchase the Goods.

2.2 If you have a trade account with us an Order is placed on the Website when you
click the “Submit Order” button on our order form and the placing of such Order
will constitute an offer by you to purchase the Goods subject to these Conditions.
You should review the Order and correct any incorrect details before pressing the
"Submit Order" button.

2.3 If you do not have a trade account with us an Order is placed on the Website when
you click the ”Submit Order” button on our order form and the placing of such Order
will constitute an offer by you to purchase the Goods subject to these Conditions.
You should review the Order and correct any incorrect details before pressing the
”Confirm” button.

2.4 We shall acknowledge receipt of your Order with an acknowledgment email. This
is not an order confirmation or an order acceptance by us.

2.5 The Order shall only be accepted by us when we send a confirmation email to you
from us when we dispatch the Goods or make them available for collection which
shall create a Contract which is subject to these Conditions. The date of the
Contract shall be the date on which we issue the confirmation email if any.

2.6 We may list availability information for Goods sold by us on the Website, including
throughout the Order process but cannot guarantee the availability of Goods listed
on the Website. Please note that dispatch estimates are only estimates and they
are not guaranteed dispatch times and should not be relied upon as such.

2.7 Where Goods are listed as being currently unavailable you may still place an Order
for these Goods and we shall send you a confirmation email when the goods
become available and we are in a position to accept your Order and dispatch the
Goods to you.

2.8 Acknowledgement of your Order is not a guarantee by us of the availability of the
Goods.

2.9 If you receive an acknowledgment email or confirmation email for an Order which
you did not place, or if the details in the acknowledgment email or confirmation
email do not match the Order which you placed, you must contact our customer
services department detailed on the Website to cancel the Order or correct the
details.

 

3 PRICE AND PAYMENT

3.1 Our Website contains a large number of Goods and it is always possible that some
of the Goods listed on our Website may be incorrectly priced. Where Goods have
been incorrectly priced we will, at our discretion, either contact you for instructions
before dispatching the Goods, or reject your Order and notify you of such rejection.
For the avoidance of doubt, we are under no obligation to supply the Goods at the
incorrect price.

3.2 In certain cases, prices for Goods are calculated to more than two decimal places.
However, for the purpose of the Website these prices are either rounded up or
down in order that the prices can be presented in pounds and pence. Please note
that where you purchase multiple Goods, the total price shown when you make an
Order shall be calculated on the basis of the original figures before they are
rounded up or down and not on the prices displayed on the Website.

3.3 Payment must be made in pounds sterling and can be made by using any major
UK credit card or debit card shown on the Website.

3.4 Payment by any UK credit card or debit card is subject to authorisation by the credit
card issuer when the Order is placed. If such authorisation is refused to us, we
will not be liable for any delay or non-­delivery of the Goods and the Contract will
be deemed to be cancelled.

3.5 If payment is made by UK credit card or debit card, the card will be debited when
your Order is dispatched or the Goods are made available for collection.

3.6 The prices quoted on our Website are unique to the Website and may be more or
less than the prices quoted for the same goods in our Local Trade Counter. We
shall not be under any obligation to sell Goods in our Local Trade Counter at the
same price as that quoted on our Website or vice versa.

 

4 DELIVERY AND RISK

If we agree to permit you to collect the Goods from a Local Trade Counter then
delivery will be deemed to take place when we send you a confirmation email
notifying you that the Goods are ready for collection and unless otherwise agreed
in writing you will collect the Goods within seven (7) Working Days of the date we
sent you such email.

 

5 GENERAL

If you have any queries regarding these Conditions, you can contact us by writing
to us for the attention of Web Customer Services, Unit 17, City Business Park,
Easton Road, Bristol, BS5 0SP or alternatively you can email us at
info@allaboutelectrics.co.uk.

 

PART III– TERMS APPLICABLE TO GOODS BOUGHT OTHER THAN VIA THE
WEBSITE

 

1 APPLICATION OF TERMS AND BASIS OF SUPPLY
No order placed by you shall be deemed accepted by us until a written
acknowledgement of order is issued by us or (if earlier) when we deliver the Goods
to you.

 

2 PRICE AND PAYMENT

2.1 Unless otherwise agreed in writing, the price for the Goods shall be set out in our
price list in force at the time the Goods are dispatched. Any increase in price
between the date the Goods are ordered and the date they are dispatched shall
be to your account. We shall notify you of any such increase.

2.2 If you do not have a trade credit account, payment is due on delivery.

 

3 DESIGN SERVICES

3.1 If we provide you with a service to provide you with a design for a lighting scheme,
whether by use of software, a lighting design engineer, or otherwise, such service
will be provided at an additional cost and always on the condition that full payment
is made in respect of all Goods purchased and subject to Condition 14.1 of Part I
without any liability for any defect in the design, howsoever caused. Any drawings,
plans, reports, specifications, or other material arising from the development of the
lighting scheme shall remain our absolute property.

Jan 2016