Terms and Conditions
TERMS OF SALE
Please note that before placing an order with us (“Order”), you will be asked to agree to these Terms of Sale by ticking a box just before you checkout. Please understand that if you refuse to accept these Terms of Sale, you will not be able to order from our Website.
We suggest that you print a copy of these Terms of Sale or save them to your computer for future reference.
TERMS AND CONDITIONS AS TO WEBSITE USE FOR WWW.TINCTURELONDON.COM
Please read these Terms and Conditions carefully before using this site. These terms tell you the rules for using our website (www.tincturelondon.com).
1 COMPANY AND CONTACT DETAILS
www.tincturelondon.com is a site operated by Arlington London Limited T/A TINCTURE London (we or us). We are registered in England and Wales under company number 9016711 and have our registered office at 157 Queens Road, Weybridge, Surrey, England, KT13 0AD. Our contact address is 4 Montpelier Street Knightsbridge London SW7 1EE Our VAT number is 195843168. We are a private limited company. To contact us, please email firstname.lastname@example.org or telephone +44 (0) 203 598 4895 .
2 ACCEPTANCE OF TERMS
2.2 If you do not agree to these terms, you must not use our site. 2.3 We recommend that you print out and retain a copy of these terms for future reference.
3 OTHER APPLICABLE TERMS AND CONDITIONS AND POLICIES
3.1 The following policies will also be applicable to your use of our site:
• our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of our site. When using our site, you must comply with this Acceptable Use Policy.
3.2 If you purchase goods from our site, our terms and conditions of supply (Supply Terms) will apply to any such purchase.
4 AMENDMENTS TO THESE TERMS
4.1 We amend these terms from time to time. Every time you wish to use our site, please check these terms to ensure you understand the terms that apply at that time.
4.2 We may update and change our site from time to time to reflect changes to our products, our users' needs and our business priorities. We will try to give you reasonable notice of any major changes.
5 AVAILABILITY OF WEBSITE
5.1 We may suspend or withdraw our site at any time without notice.
5.2 Our site is made available free of charge.
5.3 We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
6 USE OF WEBSITE
6.2 Our site is directed to people residing in the United Kingdom. We do not represent that content available on or through our site is appropriate for use or available outside the United Kingdom.
6.3 You must keep your account details safe.
6.4 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
6.6 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us (see paragraph 1 above).
7 USE OF MATERIAL ON THE WEBSITE
7.1 We are the owner of, or the licensee of, or have the right to use all intellectual property rights in our site, and in the content and materials published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
7.2 You may print off one copy, and may download extracts, of any page(s) from our site for your personal use and you may draw the attention of others within your organisation to content and materials posted on our site.
7.3 You must not modify the paper or digital copies of any content or materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
7.4 Our status (and that of any identified contributors) as the authors of content on our site must always be acknowledged.
7.5 You must not use any part of the content or materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
8 LIABILITY FOR WEBSITE AND WEBSITE CONTENT
8.1 The content and materials on our site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content or materials on our site.
8.2 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content or materials on our site is accurate, complete or up to date.
8.3 Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
8.4 Our site may include information and materials uploaded by other users of the site, including bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our site do not represent our views or values.
8.5 If you wish to complain about information and materials uploaded by other users please contact us (see paragraph 1 above)
9 LIMITATION OF LIABILITY OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU IS AS FOLLOWS:
9.1 If you are a consumer or a business user: 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 and for fraud or fraudulent misrepresentation. Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any products to you, which will be set out in our Supply Terms.
9.2 If you are a business user: • we exclude all implied conditions, warranties, representations or other terms that may apply to our site or any content on it.
• we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(a) use of, or inability to use, our site; or
(b) use of or reliance on any content or materials displayed on our site.
• in particular, we will not be liable for:
(i) loss of profits, sales, business, or revenue;
(ii) business interruption;
(iii) loss of anticipated savings;
(iv) loss of business opportunity, goodwill or reputation; or
(v) any indirect or consequential loss or damage.
9.3 If you are a consumer user: Please note that we only provide our site for domestic and private use. You agree not to use our site for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
10 UPLOADING CONTENT TO OUR SITE
10.1 Whenever you make use of a feature that allows you to upload content or materials to our site, or to make contact with other users of our site, you must comply with the content standards set out in our Acceptable Use Policy.
10.2 You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
10.3 Any content or materials you upload to our site will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but you are required to grant us a limited licence to use, store and copy that content and to distribute and make it available to third parties.
10.4 We also have the right to disclose your identity to any third party who is claiming that any content or materials posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
10.5 We have the right to remove any posting you make on our site if, in our opinion, your post does not comply with the content standards set out in our Acceptable Use Policy.
10.6 You are solely responsible for securing and backing up your content.
11 LIABILITY FOR VIRUSES ETC
11.1 We are not responsible for viruses and you must not introduce them onto the site.
11.2 We do not guarantee that our site will be secure or free from bugs or viruses.
11.3 You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software.
11.4 You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
11.5 You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site.
11.6 You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
12 RULES ABOUT LINKING TO OUR SITE
12.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our site in any website that is not owned by you. Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy.
12.2 If you wish to link to or make any use of content on our site other than that set out above, please contact us (see paragraph 1)
13 APPLICABLE LAWS
14 REGISTERED TRADEMARK
TINCTURE is a registered trademark owned by us. You are not permitted to use them without our approval.
ACCEPTABLE USE POLICY
This acceptable use policy sets out the terms between you and us under which you may access our website www.tincturelondon.com (our site). This acceptable use policy applies to all users of, and visitors to, our site.
Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our Terms of Website Use.
www.tincturelondon.com is a site operated by Arlington London Limited T/A TINCTURE London (we or us). We are registered in England and Wales under company number 9016711 and we have our registered office at 157 Queens Road, Weybridge, Surrey, England, KT13 0AD.
Our main trading address is 4 Montpelier Street Knightsbridge London SW7 1EE. Our VAT number is 195843168
2 PROHIBITED USES
2.1 You may use our site only for lawful purposes. You may not use our site:
(a) in any way that breaches any applicable local, national or international law or regulation;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm minors in any way;
(d) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards
(e) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
(f) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
2.2 You also agree:
(a) not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use.
(b) Not to access without authority, interfere with, damage or disrupt:
(i) any part of our site;
(ii) any equipment or network on which our site is stored;
(iii) any software used in the provision of our site; or
(iv) any equipment or network or software owned or used by any third party.
3 INTERACTIVE SERVICES
We may from time to time provide interactive services on our site, including, without limitation:
- Chat rooms.
- Bulletin boards.
Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.
3.1 Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
4 CONTENT STANDARDS
4.1 These content standards apply to any and all material which you contribute to our site (contributions), and to any interactive services associated with it.
4.2 You must comply with the spirit and the letter of the following standards. The standards apply to each part of any contribution as well as to its whole.
4.3 Contributions must:
- Be accurate (where they state facts).
- Be genuinely held (where they state opinions).
- Comply with applicable law in the UK and in any country from which they are posted.
4.4 Contributions must not:
- Contain any material which is defamatory of any person.
- Contain any material which is obscene, offensive, hateful or inflammatory.
- Promote sexually explicit material.
- Promote violence.
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any copyright, database right or trade mark of any other person.
- Be likely to deceive any person.
- Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Promote any illegal activity.
- Be threatening, abuse or invade another;s privacy, or cause annoyance, inconvenience or needless anxiety.
- Be likely to harass, upset, embarrass, alarm or annoy any other person.
- Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
- Give the impression that they emanate from us, if this is not the case.
- Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
5 SUSPENSION AND TERMINATION
5.1 We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.
5.2 Failure to comply with this acceptable use policy constitutes a material breach of the Terms of Website Use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:
- Immediate, temporary or permanent withdrawal of your right to use our site.
- Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
- Issue of a warning to you.
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Further legal action against you.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
5.3 We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
6 CHANGES TO THE ACCEPTABLE USE POLICY
We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.
TINCTURE Trade Terms and Conditions
Standard terms and conditions applicable to the sale of TINCTURE products to Trade
In these Conditions, the following definitions apply:
Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions means these terms and conditions as amended from time to time in accordance with condition 11.7.
Contract means each contract between the Supplier and the Trade Customer for the supply of Products pursuant to an Order in accordance with these Conditions.
Delivery Location has the meaning set out in condition 4.2.
Force Majeure Event has the meaning given to it in condition 9.
Minimum Order Amount means the minimum value of any Order for Products to be delivered to any one Delivery Location; the Supplier will, upon request, provide to the Trade Customer, the applicable minimum value, which will exclude VAT and delivery or collection costs.
Order means the Trade Customer's order for the supply of Products which shall be contained
in a Purchase Order Form or in such other manner as shall be agreed in writing by the Supplier and shall contain such details as to the Trade Customer and Delivery Location and the Products being purchased as shall be required by the Supplier.
Products means the household and other cleaning and other products supplied by the Supplier under the TINCTURE brand and to be sold to Trade Customers in accordance with a Contract.
Purchase Order Form means the purchase order form as prescribed from time to time by the Supplier to be signed by a person duly authorised on behalf of the Trade Customer in order to make an Order.
Retail Sale means a sale through a shop or other retail outlet.
Supplier means Arlington London Limited registered in England and Wales with company number 9016711.
Trade Customer means the trading company or entity which is in the business of buying goods for Retail Sale and which purchases or proposes to purchase the Products from the Supplier.
Website means the website of the Supplier at www.tincturearlingtonlondon.com or any other website of the Supplier.
In these Conditions, the following applies:
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns;
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.
2 Order and acceptance of Orders
2.1 The Order (contained in a Purchase Order Form) constitutes an offer by the Trade Customer to purchase Products in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of an Order at which time a Contract for the supply and purchase of the Products the subject of the Order shall come into existence.
2.3 Once the Trade Customer has submitted an Order, the Trade Customer may not withdraw or amend such Order.
2.4 If the Supplier is for any reason not able to fulfil an Order after acceptance (whether through circumstances within the control of the Supplier or not) but before despatch, the Supplier will if practicable propose an alternative fulfilment of the Order but if the Trade Customer does not accept the Supplier’s proposed alternative the Supplier shall have the right to cancel the Order and the Supplier will refund any payment already made by the Trade Customer.
2.5 The Contract constitutes the entire agreement between the parties. The Trade Customer
acknowledges that it has not relied on any statement, promise, representation, assurance or
warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.6 Any samples, descriptive matter or advertising issued by the Supplier and any descriptions of
the Products contained in the Supplier's catalogues or brochures including on the Website are
issued or published for the sole purpose of giving a general description of the Products. They
shall not form part of the Contract or have any contractual force.
2.7 These Conditions apply to the Contract to the exclusion of any other terms that the Trade
Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or
course of dealing.
3.1 The Products are described on the Website.
3.2 The Supplier reserves the right to amend the underlying formulations and specifications of the
Products if required by any applicable statutory or regulatory requirements or in order to
improve the Products or for any other good commercial reason.
4 Delivery of Products
4.1 The Supplier shall ensure that:
(a) each delivery of the Products is accompanied by a delivery note which shows the
date of the Order, all relevant Trade Customer and Supplier reference numbers, the
type and quantity of the Products (including the code number of the Products, where
applicable), special storage instructions (if any) and, if the Order is being delivered by
instalments, the outstanding balance of Products remaining to be delivered; and
(b) if the Supplier requires the Trade Customer to return any packaging or delivery
materials (including any pallets used to deliver the Products) to the Supplier, that fact
will be clearly stated on the delivery note. The Trade Customer shall make any such
materials available for collection at such time as the Supplier shall reasonably
request. Returns of such materials shall be at the Supplier’s cost.
4.2 The Supplier shall deliver the Products to the location set out in the Order or such other
location as the parties may agree (Delivery Location) at any time after the Supplier notifies
the Trade Customer that the Products are ready for delivery.
4.3 Products will only be delivered to a Delivery Location within mainland United Kingdom. If a
Trade Customer requires the Products to be delivered to a Delivery Location outside mainland
United Kingdom then if the Supplier agrees any additional costs shall be borne by the Trade
4.4 Delivery of the Products shall be completed on the Products’ arrival at the Delivery Location.
4.5 Any dates quoted for delivery of the Products are approximate only, and the time of delivery is
not of the essence. The Supplier shall not be liable for any delay in delivery of the Products
that is caused either by a delay caused by a carrier or otherwise in the delivery process or by
a Force Majeure Event or the Trade Customer’s failure to provide the Supplier with adequate
delivery or other instructions for the delivery of the Products.
4.6 Products will not be delivered prior to the Trade Customer paying in full for the Products in
accordance with condition 7 and any dates quoted for delivery will automatically be extended
by any delay in payment.
4.7 If the Supplier fails to deliver the Products, its liability shall in all circumstances be limited to
the return of the price paid by the Trade Customer for such Products.
4.8 If the Trade Customer fails to accept delivery of the Products within 10 Business Days of the
Supplier notifying the Trade Customer that the Products are ready for delivery, then except
where such failure or delay is caused by a Force Majeure Event or by the Supplier’s failure to
comply with its obligations under the Contract in respect of the Products, the Supplier may
- to terminate the Contract, in which case the Supplier shall return the amount paid for
by the Trade Customer less a termination charge equal to 15% of the price paid by
the Products and the Supplier shall cease to be obliged to deliver the Products to the
Trade Customer; and
(b) to continue the Contract and store the Products until delivery takes place, and charge
the Trade Customer for all related costs and expenses (including insurance) and a
late delivery charge equal to 2% of the price for such Products for each month or part
month between the original delivery date and the actual delivery date provided that at
any time the Supplier may at any time during such period terminate the Contract
under paragraph (a) above and the Trade Customer shall then be obliged to pay the
amount then accrued in accordance with the foregoing paragraphs of this paragraph
and the termination fee under condition 4.8(a) above.
4.9 The Supplier may deliver the Products by instalments, which shall be invoiced and paid for
separately. Each instalment shall constitute a separate contract. Any delay in delivery or
defect in an instalment shall not entitle the Trade Customer to cancel any other instalment or
any other Order.
5 Quality of Products
5.1 The Supplier warrants that on delivery the Products shall:
(a) conform in all material respects with their description;
(b) be free from material defects in design, material and workmanship;
(c) be of satisfactory quality (within the meaning of the Sale of Products Act 1979); and
(d) be fit for the purpose held out by the Supplier;
(e) conform to the quantity set out in the Order (within a tolerance of 15% more or less
than the specified quantity) and if there is a difference within such tolerance then a
pro rata adjustment will be made to increase or decree the price accordingly; and
(f) not be damaged in a manner which makes the Products substantially unusable
and any Products which do not comply with any of such warranties shall be
(a) the Trade Customer gives notice in writing during the period of three months after
delivery that some or all of the Products are Defective Products;
(b) the Supplier is given a reasonable opportunity of examining such Defective Products;
(c) the Trade Customer (if asked to do so by the Supplier) returns such Defective
Products to the Supplier's place of business within one month after a notice given in
accordance with paragraph (a) above at, if the non-compliance with the warranty is
proven, the Supplier's cost or, if it, not at the Trade Customer’s cost;
the Supplier shall, at its option, replace the Defective Products, or refund the price of the
Defective Products in full.
5.3 Any refunds to be made by the Supplier and any payment to or from the Trade Customer in
accordance with condition 5.1(e) will be made by payment into the bank account of the Trade
Customer, details of which have been supplied to the Supplier.
5.4 Except as provided in this condition 5, the Supplier shall have no other liability to the Trade
Customer in respect of any Defective Products..
5.5 The terms of these Conditions shall apply to any replacement Products supplied by the
Supplier under condition 5.2.
6 Title and risk
6.1 Title to the Products shall pass to the Trade Customer on delivery provided that conditions
6.2 and 6.3 shall apply if the price for the purchase of the Products has not been made prior
to delivery (Unpaid Products)
6.2 If any Unpaid Products have been delivered to the Trade Customer, title will not pass until the
Supplier receives payment in full (in cash or cleared funds) for the Unpaid Products and any
other Products that the Supplier has supplied to the Trade Customer in respect of which
payment has become due, in which case title to the Unpaid Products shall pass at the time of
payment of all such sums.
6.3 Until title to Unpaid Products has passed to the Trade Customer, the Trade Customer shall:
(a) not resell the Products;
(b) store the Products separately from all other Products held by the Trade Customer so
that they remain readily identifiable as the Supplier's property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to the
(d) maintain the Products in satisfactory condition and keep them insured against all risks
for their full price on the Supplier's behalf from the date of delivery;
(e) give the Supplier such information relating to the Products as the Supplier may
reasonably require from time to time; and
(f) If so requested by the Supplier and if the time for payment for the Unpaid Products
(i) require the Trade Customer to deliver up all Unpaid Products in its
possession which have not been resold; and
(ii) if the Trade Customer fails to do so promptly, enter any premises of the Trade
Customer or of any third party where the Unpaid Products are stored in order
to recover them.
7 Charges and payment
7.1 The price for Products shall be the price set out in the Order or, if no price is quoted, the price
set out in the Supplier's price list for Trade Customers as at the date of delivery. The price of
the Products is inclusive of all costs and charges of packaging, insurance, transport of the
Products until delivery at the Delivery Location.
7.2 All Products ordered by a Trade Customer shall be paid for in full immediately after
acceptance of an Order and before delivery by such means of payment as is set out in the
Order. The Supplier shall not commence delivery of any Products until payment in full has
been received by the Supplier and any time stated in the Order for delivery will be
automatically extended by payment not being made at the time for payment stated in the
7.3 All amounts payable by the Trade Customer under the Contract are inclusive of amounts in
respect of value added tax chargeable from time to time (VAT).
7.4 The Trade Customer shall pay all amounts due under the Contract in full without any set-off,
counterclaim, deduction or withholding except as required by law. The Supplier may, without
limiting its other rights or remedies, set off any amount owing to it by the Trade Customer
against any amount payable by the Supplier to the Trade Customer.
8 Retail Sales
The Trade Customer shall purchase Products only in order to sell through Retail Sales and
not for personal use.
Contracts with Trade Customers are not consumer contracts and do not have the benefit of
any consumer laws (eg Consumer Rights Act 2015) that benefit consumers under consumer
9 Limitation of liability
9.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees,
agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Products and Services Act
1982 (title and quiet possession);
(d) breach of the terms implied by section 12 of the Sale of Products Act 1979 (title and
quiet possession); or
(e) defective products under the Consumer Protection Act 1987.
9.2 Subject to condition 9.1:
(a) the Supplier shall under no circumstances whatever be liable to the Trade Customer,
whether in contract, tort (including negligence), breach of statutory duty, or otherwise,
for any loss of profit, or any indirect or consequential loss arising under or in
connection with the Contract; and
(b) the Supplier's total liability to the Trade Customer in respect of all other losses arising
under or in connection with the Contract, whether in contract, tort (including
negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed
the price paid for by the Trade Customer for the relevant Products.
9.3 The terms implied by sections 13 to 15 of the Sale of Products Act 1979 and the terms implied
by sections 3 to 5 of the Supply of Products and Services Act 1982 are, to the fullest extent
permitted by law, excluded from the Contract.
9.4 This condition 9 shall survive termination of the Contract.
10 Force majeure
10.1 For the purposes of this Contract, Force Majeure Event means an event beyond the
reasonable control of the Supplier including but not limited to strikes, lock-outs or other
industrial disputes (whether involving the workforce of the Supplier or any other party), failure
of a utility service or transport network, act of God, war, riot, civil commotion, malicious
damage, compliance with any law or governmental order, rule, regulation or direction,
accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or
10.2 The Supplier shall not be liable to the Trade Customer as a result of any delay or failure to
perform its obligations under this Contract as a result of a Force Majeure Event.
10.3 If the Force Majeure Event prevents the Supplier from providing any of Products for more than
four weeks, the Supplier shall, without limiting its other rights or remedies, have the right to
terminate the applicable Contract immediately by giving written notice to the Trade Customer.
11.1 Assignment and other dealings.
(a) The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal
in any other manner with all or any of its rights under the Contract and may
subcontract or delegate in any manner any or all of its obligations under the Contract
to any third party.
(b) The Trade Customer shall not, without the prior written consent of the Supplier,
assign, transfer, charge, subcontract, declare a trust over or deal in any other manner
with all or any of its rights or obligations under the Contract.
(a) Any notice or other communication given to a party under or in connection with this
Contract shall be in writing, addressed to that party at its registered office (if it is a
company) or its principal place of business (in any other case) or such other address
as that party may have specified to the other party in writing in accordance with this
condition, and shall be delivered personally or sent by prepaid first-class post or other
next working day delivery service, or by commercial courier, fax or e-mail.
(b) A notice or other communication shall be deemed to have been received: if delivered
personally, when left at the address referred to in condition 11.2(a); if sent by pre-paid
first class post or other next working day delivery service, at [9.00 am] on the [second]
Business Day after posting; if delivered by commercial courier, on the date and at the
time that the courier's delivery receipt is signed; or, if sent by by fax or e-mail, one
Business Day after transmission.
(c) The provisions of this condition shall not apply to the service of any proceedings or
other documents in any legal action
(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or
unenforceable, it shall be deemed modified to the minimum extent necessary to make
it valid, legal and enforceable. If such modification is not possible, the relevant
provision or part-provision shall be deemed deleted. Any modification to or deletion of
a provision or part-provision under this condition shall not affect the validity and
enforceability of the rest of the Contract.
(b) If [one party gives notice to the other of the possibility that] any provision or partprovision
of this Contract is invalid, illegal or unenforceable, the parties shall negotiate
in good faith to amend such provision so that, as amended, it is legal, valid and
enforceable, and, to the greatest extent possible, achieves the intended commercial
result of the original provision.
11.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and
shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay
by a party in exercising any right or remedy under the Contract or by law shall constitute a
waiver of that or any other right or remedy, nor prevent or restrict its further exercise of that or
any other right or remedy. No single or partial exercise of such right or remedy shall prevent
or restrict the further exercise of that or any other right or remedy.
11.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to,
establish any partnership or joint venture between any of the parties, nor constitute either
party the agent of another party for any purpose. Neither party shall have authority to act as
agent for, or to bind, the other party in any way.
Arlington London Ltd T/A TICTURE
11.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce
11.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the
introduction of any additional terms and conditions shall be effective unless it is agreed in
writing and signed by the Supplier.
11.8 Governing law. This agreement 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 the law of England and Wales.
11.9 Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this
Contract or its subject matter or formation (including non-contractual disputes or claims).