11.1 Risk in the Products will be your responsibility from the time we deliver the Products to the address you gave us or the time you collect the Products from us at a Store.
11.2 Ownership of the Products 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 Products and all other sums which are or which become due to us from you on any account.
11.3 Until ownership of the Products has passed to you, you must:
(a) hold the Products on trust for us;
(b) store the Products (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 Products;
(d) maintain the Products in satisfactory condition insured on our behalf for their full Price against all risks;
(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 to any premises where the Products are held at any reasonable time to enable us to inspect the Products and verify that you have complied with your obligations under this Condition 9.3.
11.4 You may resell the Products 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.
11.5 If we cannot determine which goods are the Products, you will be deemed to have sold all Products sold by us to you in the order in which they were invoiced to you.
11.6 We will be entitled to recover payment for the Products notwithstanding that ownership of any Products has not passed from us.
11.7 In the event you fail to pay for the Products when due (and without prejudice to any other rights we may have under these Conditions) we may demand the immediate return of the Products at any time and you will forthwith comply with such demand and bear the expenses for such return.
11.8 If you fail to return the Products in accordance with Condition 9.7, you will be deemed to grant to us (or our successors in title for the Products) and our respective employees and agents an irrevocable license to enter onto any premises where the Products are or may be situated for the purpose of removing the Products (the cost of doing so shall be borne by you) and to sell or otherwise deal with such Products.
12.1 You may cancel the Contract and return any unused Products for any reason and at any time within 30 days of the date you receive your Order. Where an Order is to be delivered in instalments and you are a consumer the 30 day cancellation period will commence on the day you receive the last delivery.
12.2 There will be no right to cancel the Contract and no refund given if you have ordered Products made or modified to your specification, Products that are non-stock or non-core items (otherwise known as “specials”), or once the Products have been manufactured, installed or become mixed inseparably with other items.
12.3 You can cancel the Contract by:
(a) Calling our customer service team on 0330 045 0601 or emailing us at email@example.com. Please provide your name, address, details of the order, your phone number and email address.
(b) Printing off the cancellation form on our Website and posting it to us at the address on the form. Or simply write to us at that address, including details of what you bought, when you ordered or received it and your name and address.
12.4 If you cancel the Contract, you must return the Products (including all packaging and manuals) to us within 14 days of telling us you wish to cancel. You must either return the Products in person or by post to our Store or (if they are not suitable for posting) allow us to collect them from you. We reserve the right to charge a handling fee/restocking fee if we receive the Products after the 14 day period.
12.5 We will only pay the costs of return if the Products are faulty or mis-described. In all other circumstances (including where you are a consumer exercising your right to change your mind) you must pay the costs of return.
12.6 If you are responsible for the costs of return and we are collecting the Products from you, we will charge you the direct cost to us of collection.
12.7 Refunds will be made as soon as possible and by the same method you used for payment. If you are a consumer exercising your right to change your mind then your refund will be made within 14 days from the day on which we receive the Products back from you or, if earlier, the day on which you provide us with satisfactory evidence that you have sent the Products back to us.
12.8 Products must be returned in a re-saleable condition. We may reduce your refund of the price (excluding delivery costs) to reflect any reduction in the value of the Products, if this has been caused by your handling them in a way which would not be permitted in a shop. If we refund you the price paid before we are able to inspect the Products and later discover you have handled them in an unacceptable way, you must pay us an appropriate amount.
13. OUR RIGHTS TO CANCEL THE CONTRACT
13.1 We may terminate the Contract at any time by writing to you if:
(a) you do not make any payment to us when it is due and you still do not make payment within 7 days of us reminding you that payment is due;
(b) you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Products, for example, where you have Products ordered to specification;
(c) you do not, within a reasonable time, allow us to deliver the Products to you or collect them from us;
(d) 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;
(e) you cease or threaten to cease to carry on your business;
(f) you are made bankrupt; or
(g) you breach these Conditions or any other agreement we may have with you.
13.2 If we end the Contract in the situations set out in clause 13.1 we will refund any money you have paid in advance for Products we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of you breaking the Contract.
13.3 We may write to you to let you know that we are going to stop providing the Products. We will let you know before despatch of the Products if we stop the supply of the Products and will refund any sums you have paid in advance for Products which will not be provided.
14. DAMAGED PRODUCTS / INCORRECT ORDER
14.1 If you receive any Products that are damaged or receive an Order that is incorrect you must notify us within 30 days of receiving your Order by calling customer services on 0330 045 0601 or emailing us at firstname.lastname@example.org.
14.2 Without prejudice to your rights under clauses 12, 15 or 16, if you receive any Products that are damaged we shall (at our option) repair, replace or refund any such Products and refund or make good any Orders that are incorrect.
15. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS IF YOU ARE A CONSUMER
15.1 We are under a legal duty to supply Products that are in conformity with this Contract. If you are a consumer, nothing in these terms will affect your statutory legal rights.
15.2 If you wish to exercise your legal rights to reject defective Products you must either return them in person to where you bought them, post them back to us or (if they are not suitable for posting) allow us to collect them from you. We will pay the costs of postage or collection. Please call customer services on 0330 045 0601 or email us at email@example.com for a return label or to arrange collection.
15.3 If we find a Product to be defective we will either repair, replace or refund the Product in accordance with your statutory rights.
16. YOUR RIGHTS IN RESPECT OF DEFECTIVE PRODUCTS IF YOU ARE A BUSINESS
16.1 If you are a business customer (and not acting as a consumer) we will use our reasonable endeavours to transfer to you the benefit of any standard manufacturer warranty or guarantee for the Products. There may be instances where Denmans through its suppliers can offer you additional warranties on the Products over and above the standard manufacturer warranty (“Enhanced Warranties”). Any Enhanced Warranties must be in writing and signed by either our CEO, CFO or Company Secretary. Denmans reserves the right to charge a fee for providing any Enhanced Warranties.
16.2 Subject to clause 16.3, if:
(a) you give us notice in writing within a reasonable time of discovery that a Product does not comply with the warranty set out in clause 16.1;
(b) we are given a reasonable opportunity of examining such Product; and
(c) you return such Product to us at your cost,we shall, at our option, repair or replace the defective Product, or refund the price of the defective Product in full.
16.3 We will not be liable for a Product's failure to comply with the warranty in clause 16.1 if:
(a) you make any further use of such Product after giving a notice in accordance with clause 16.2(a);
(b) the defect arises because you failed to follow our (or the manufacturer’s) oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
(c) the Product is not used for its intended purpose;
(d) the defect arises as a result of us following any drawing, design or specification supplied by you;
(e) you alter or repair the Product without our written consent; or
(f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions.
16.4 Except as provided in this clause 16, we shall have no other liability to you in respect of a Product's failure to comply with the warranty set out in clause 16.1.
If we provide you with a service to provide you with a design for a lighting or other scheme (including without limitation any electrical wiring plan such as the Esabora planning service), 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 Products purchased and subject to clause 19.1 our liability for any defect in the design, (including without limitation any lighting scheme or electrical wiring plan such as the Esabora planning service) whether in contract, tort, (including negligence), breach of statutory duty, or otherwise, shall be limited to the total fees paid by you for the design service. Any drawings, plans, reports, specifications, or other material arising from the development of the lighting scheme shall remain our absolute property.
18. PRICE AND PAYMENT
18.1 The price of the Product will be the price indicated on our Website or as advised to you via telephone or in Store when you placed your Order. VAT shall be charged as applicable.
18.2 If the rate of VAT changes between your Order date and the date we supply the Products, we will adjust the rate of VAT that you pay, unless you have already paid for the Products in full before the VAT change takes effect.
18.3 We use our best efforts to ensure that the Price of the Products displayed on our Website or advised to you is correct. However, despite our best efforts, there may be instances where there has been an error in the pricing. Where the correct Price is less than our stated Price, we will charge the lower amount. If the Product's correct Price is higher than the Price stated on our Website or advised to you, we will contact you for your instructions before we accept your Order. If we accept and process your Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the Contract, refund you any sums you have paid and require the return of any Products delivered to you in respect of such Order.
18.4 Payment for the Products must be made before we dispatch them, unless we have agreed otherwise in writing. We accept payment by most major credit or debit cards as indicated on our Website or advised to you via telephone or in Store. We will not charge your credit or debit card until we dispatch the Products to you.
18.5 If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
18.6 We reserve the right to suspend the Contract if you fail to make payment for the Products when due and you still do not make payment within 7 days of us reminding you that payment is due.
19. LIABILITY19.1 Nothing in these terms shall limit or exclude our liability for:
(a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
(d) defective products under the Consumer Protection Act 1987;
(e) those matters that may not be excluded by virtue of the operation of the Consumer Rights Act 2015; or
(f) any other matter that cannot be excluded or limited by law.
19.2 Subject to clause 19.1 our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for the Products under such contract.
If you are a consumer
19.3 If you purchase Products as a consumer, our liability for failure to comply with these terms, will be limited to loss or damage you suffer that is a foreseeable result of us breaching this Contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable or for any business loss.
If you are a business
19.4 If you purchase Products as a business customer, except to the extent expressly stated in these Conditions all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
19.5 If you purchase Products as a business customer, subject to clause 19.1:
(a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
(i) loss of profit, business, revenue, capital, anticipated savings and/or goodwill; or
(ii) any indirect or consequential loss; arising under or in connection with any Contract between us.
20. YOUR LIABILITY
20.1 Whether you are a business or a consumer, 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 Products; or applying any patent, registered or unregistered design, copyright, trademark, trade name or design to the Products; in each case on your instructions, suggestions or specifications, or complying with any other instruction of yours relative to the Products; and/or
(b) in relation to any third party claims arising from the use, installation, or dealings by you in the Products (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.
20.2 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.
21. FORCE MAJEURE
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 Website, 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. HOW WE MAY USE YOUR PERSONAL INFORMATION
22. HOW WE MAY USE YOUR PERSONAL INFORMATION
The WEEE Regulations provides for the disposal of certain electrical and electronic equipment and requires such items be disposed of in an environmentally safe manner. To find out how to dispose of household electrical and electronic equipment you should read our policy on the WEEE Policy here.
24. OTHER IMPORTANT TERMS
24.1 We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this and will ensure that the transfer does not affect your rights under the contract.
24.2 You may only transfer your rights or your obligations under these terms to another person if we agree to this in writing.
24.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms.
24.4 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.
24.5 No failure or delay by us to exercise any right or remedy we may have provided under these Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy we may have. No single or partial exercise of such right or remedy by us shall prevent or restrict the further exercise of that or any other right or remedy.
24.6 These Conditions are governed by English law and you can bring legal proceedings in respect of the Products in the courts of England and Wales. If you are a consumer and you live in Scotland or Northern Ireland you can bring legal proceedings in respect of the Products in the courts of the region you are located.
24.7 If you are a consumer and are not happy with how we have handled any complaint, you may want to contact an alternative dispute resolution provider. A list of certified ADR providers, and the sectors they cover, can be found at: http://www.tradingstandards.uk/ADRbodies. In addition, please note that disputes may be submitted for online resolution to the European Commission Online Dispute Resolution platform.
24.8 If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.