IMPORTANT NOTICE: THESE TERMS AND CONDITIONS OF SALE ARE FOR ALL PURCHASES OF PRODUCTS FROM TECHNICLEAN SUPPLY TRADING AS BLAKE AND WHITE. IF YOU ARE PURCHASING GOODS AS A CONSUMER (I.E. NOT IN CONNECTION WITH YOUR BUSINESS, TRADE, CRAFT OR PROFESSION) PLEASE REFER TO OUR TERMS AND CONDITIONS OF SALE FOR CONSUMERS.
Basis of Contract
The customer is responsible for ensuring that the terms of the order and any applicable specifications submitted by the customer are complete and accurate. The customer is also responsible for giving us all necessary information and/or instructions in respect of the goods or the supply/delivery of them to enable us to deliver the goods in accordance with these terms.
These terms apply to all contracts between us and the customer for the supply and sale by us to the customer of any goods, to the exclusion of any other terms or conditions that the customer seeks to impose or incorporate orally, under any purchase order, confirmation of order, specification or other document, or which are implied by trade, custom, practice or course of dealing.
The customer's order constitutes an offer by the customer to purchase products from us in accordance with these terms.
The order shall only be deemed to be accepted when we issue a written acceptance of the order, at which point the contract shall come into existence. Nothing in these terms and conditions shall be construed as an obligation on us to accept a customer order.
Any samples, drawings, descriptive matter, or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the goods referred to in them. They shall not form part of the contract nor have any contractual force.
A quotation for goods given by us shall not constitute an offer. A quotation shall only be valid for a period of 20 business days from its date of issue.
Ordering From Us
You are deemed to place an order with us by ordering via our online checkout, sending an email, or phoning the order through. We will send you an order acknowledgement, detailing the products you have ordered. Our acceptance of an order takes place when we despatch the order.
Changes
We may, in our sole discretion, accept or reject any changes requested by the customer to the order. If we, in our sole discretion, accept the changes requested by the customer.
(i) we may, by giving notice to the customer, increase the price of the goods to reflect any increase in the cost of the goods that is due to any request by the customer to change the delivery date(s), quantities, or types of goods ordered, or the specification of the goods;
(ii) the customer undertakes to pay the fair and reasonable costs and expenses we incur in the fulfilment of the customer's order, up to the date on which we agreed to a change to the order.
Price
The price quoted excludes VAT (unless otherwise stated) and other taxes and duties on the goods will be those applying at the time of delivery.
At any time before delivery we may adjust the price to reflect any increase in our costs of supplying the goods no matter what the cause.
All goods will be invoiced at the price ruling at date of dispatch unless a fixed price has been agreed in writing.
Delivery
All delivery times quoted are estimates only. If a paid delivery does not arrive you must inform us immediately, it is not acceptable to wait until the invoice is due for payment. If we fail to deliver within a reasonable time, you may (by informing us in writing) cancel the contract. However You may not cancel if we receive your notice after the goods have been dispatched and if you cancel the contract, you can have no further claim against us under that contract.
If you accept delivery of the goods after the estimated delivery time, it will be on the basis that you have no claim against us for delay (including indirect or consequential loss, or increase in the price of the goods).
You agree to pay at the contract rate for the actual quantity delivered.
You shall inspect the goods immediately upon delivery and shall within five days from such inspection give notice in writing to the company of any damage, shortage or incorrect goods delivered. If you fail to give such notice the goods will be deemed to be correct and you will be bound to accept and pay for the goods accordingly.
Delivery and Call Offs
We may decline to deliver if:
- We believe that it would be unsafe, unlawful, or unreasonably difficult to do so, or
- The premises (or access to them) are unsuitable for our vehicle or
- You fail to pay us any money when due
- You become insolvent
- You fail to honour your obligations under these terms.
If you unreasonably refuse delivery, we may charge you for the cost of the delivery and treat your refusal as cancelling the contract. If delivery does not take place, either on the contact date or not at all, because you are at fault or for reasons beyond our control, we may store and insure the goods at your expense. We may deliver the goods as soon as possible, but we have the right to sell them after a period of 14 day’s storage. We may, in any event recover our storage and insurance costs, either directly from you or from any proceeds of sale.
If you require storage or call off facilities or both, the goods will be invoiced to you when delivered or collected and our normal payments will apply.
If you fail to accept delivery of the goods then, except where such failure or delay is caused by a Force Majeure event or our failure to comply with our obligations under the contract, we shall store the goods until delivery takes place, and charge you for all related costs and expenses (including insurance) of storage.
If we store the goods we may make a monthly storage charge beginning two calendar months after the date of our original invoice and calculated at 1% of the invoice price of the goods for each month that the goods are not delivered or collected.
Payment Terms
You are to pay us by credit card or cleared funds before delivery unless you have an approved credit account.
If you have an approved credit account, subject to status, payment is due no later than 30 days from end of month in which the goods were invoiced, unless otherwise agreed in writing.
If you fail to pay us in full on the due date
- We may suspend or cancel future deliveries
- We may cancel any discount or retrospective rebate offered to you
- We may add a charge of £25 each time a cheque is returned or represented
You must pay interest (if applied to the account) at the rate equivalent to that set for the purposes of s6 of the Late Payment of Commercial Debts (Interest) Act 1998.
- A) Calculated (daily) from the date of our invoice until payment.
- B) Compounded on the first day of each calendar month; and
- C) before and after any Judgement (unless the court orders otherwise).
If you have a credit account, we may withdraw it or reduce your credit limit or bring forward your due date for payment. We may do any of those at any time without notice.
We have the right to allocate any payments you make against sums you owe us in any way that we choose.
Queries on Invoices
Any queries on invoices or proof of delivery requests must be made in writing within 5 days of receipt of invoice, it is not acceptable to have a query or request a proof of delivery when payment becomes due.
Insolvency of Buyer
While you owe money to us or if you become insolvent, we have a right
- To keep any property, we may hold of yours until you have paid us in full (a lien)
- Of stoppage in transport, and
- Of resale.
At the end of 14 days from the day we tell you that we are exercising a lien, we have the right to dispose of the property as if beneficially entitled to it and to apply any proceeds of sale to any money you may owe us.
You are to indemnify us in full and hold us harmless from all expenses and liabilities we may incur (directly or indirectly and including finance costs and legal costs on a full indemnity basis) following any breach of your obligations under these terms.
Retention of Title
Legal title to the goods that we have supplied to the customer shall remain with us and shall not pass to the customer until
(a) we receive payment in full (in cash or cleared funds) for the goods and any other goods that we have supplied to the customer in respect of which payment has become due, in which case title to the goods shall pass at the time of payment of all such sums;
(b) the customer resells the goods to a purchaser at arm's length in the normal course of its business, in which case title to the goods shall pass to the customer immediately before the time at which resale by the customer occurs;
(c) the customer uses the goods in the normal course of its business, in which case title to the goods shall pass to the customer immediately before the time at which such use by the customer occurs.
(d) the issue of legal proceedings by us against the customer for recovery of payment for the goods in question, in which case title shall pass to the customer immediately before such proceedings are issued.
You must keep the goods in satisfactory condition and so that they are clearly identifiable as our property.
You must insure them (against the risks for which a prudent owner would insure them) and hold the policy on trust for us.
Until title to the goods has passed to you, you may use these goods and sell them in the ordinary course of your business, but not if:
- We revoke that right (by informing you in writing); or
- You become insolvent
You must inform us (in writing) immediately if you become insolvent.
We may at any time before title to the goods passes to the customer, enter your premises to remove the goods or, at our request, deliver them up to us.
We have your permission to enter any premises where the goods may be stored at any time to inspect them.
Risk
The goods are at your risk from the time of delivery
Delivery takes place either:
- At our premises (if you are collecting them or arranging carriage); or
- At your premises (if we are arranging carriage)
You must inspect the goods on delivery. If any goods are damaged (or not delivered) you must inform us in writing, or verbal communication confirmed by a member of our team, within five days of delivery.
You must give us (and any carrier) a fair chance to inspect the damaged goods.
You must also supply us with photos of any damage or in the event of the goods being incorrect against what is outlined in the order confirmation.
Warranties
We warrant that the goods
- Comply with their description on our acknowledgement of order form; and
- Are free from material defect at the time (as long as you inspect the goods at time of delivery).
If you believe that we have delivered goods which are defective in materials or
workmanship, you must:
- Inform us (in writing), with full details as soon as possible and no later than 14 days; and
- Allow us to investigate (we may need access to your premises and product samples)
If the goods are found to be defective in material or workmanship (following our investigation and you have complied with conditions above in full) we will (at our option) replace the goods or refund the price.
To the fullest extent permitted by law, we shall not be liable whether in contract, in tort, (including for negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise to the customer for any indirect, consequential or special loss, costs, damages, charges or expenses (including, without limitation, loss of profits or revenue, loss of business, loss of contracts and/or loss of reputation or goodwill) that arises under this contract; the goods or any part thereof (or any use made of them); and/or any other liability (including non-contractual) howsoever arising under any legal theory whatsoever arising out of or in connection with this contract. Our liability shall, all circumstances, be limited to and shall not exceed the price of the goods under the contract.
Specifications
You must ensure that the goods ordered are fit for the purpose for which you intend to use them: We accept no return of bespoke branded stock.
To the extent that the goods are manufactured to the customer's specification, the customer warrants that the goods shall not contain any material that is defamatory, obscene, indecent, offensive, abusive, liable to incite racial hatred, discriminatory, inflammatory, blasphemous or otherwise unlawful. The customer indemnifies us in respect of all claims, liabilities, costs, expenses (including legal and professional expenses), damages, penalties and/or losses (in each case including, but not limited to, any direct, indirect or consequential losses), suffered or incurred by us as a result of your breach of the foregoing warranty.
To the extent the products are manufactured to the customer's specification, the customer indemnifies us against all claims, liabilities, costs, expenses (including legal and professional expenses), damages, penalties and/or losses (in each case including, but not limited to, any direct, indirect or consequential losses) suffered or incurred by us arising out of or in connection with any claim made or threatened against us for actual or alleged infringement of a third party's intellectual property rights.
It is agreed that if, in respect of an order, we deliver up to and including 10% more or less than the quantity of products ordered, the customer shall not be entitled to reject the order, but a pro rata adjustment shall be made to the order invoice.
By supplying goods to you we do not waive any intellectual property rights (including any design rights) that we may have in respect of them.
We reserve the right to make without notice any minor modifications in our specifications, designs, or materials as we deem necessary or desirable.
We reserve the right to make any changes in specifications, designs or materials of our goods that are necessary to ensure they conform with any applicable safety or other statutory requirements.
Returns Policy
We will accept the return of goods from you only by prior arrangement and authorisation within 5 working days of delivery.
On payment of an agreed handling charge (unless the goods were defective when delivered and you notified us in the correct manner) and agreed carriage charge; and
Where the goods are as fit for sale on their return as they were on delivery. Any goods that do not comply with this requirement will not be credited.
We will not credit any goods that are returned outside of our returns policy.
Waiver and Variations
Any waiver or variation of these terms is binding in honour only unless:
- Made (or recorded) in writing
- Signed on behalf of each party; and
- Expressly stating an intention to vary these terms.
All orders that you place with us will be on these terms (or any that we may issue to replace them). By placing an order with us, you are expressly waiving any printed terms you may have to the extent that they are inconsistent with our terms.
Force Majeure
If we are unable to perform our obligations to you (or able to perform them only at an unreasonable cost) because of circumstances beyond our control, we may then cancel or suspend any of our obligations to you without liability.
Examples of those circumstance include, act of God, accident, war, strikes, governmental regulations or orders, national emergencies, lockouts, fire, flood, drought, tempest, explosion, transport delays and difficulty in obtaining supplies.
General
English law is applicable to any contract made under these terms. The English and Welsh courts have non-exclusive jurisdiction.
If you are more than one person (partner, shareholder, or director) each of you has joint and several obligations under these terms.
If any of these terms are unenforceable as drafted it will not affect the enforceability of any of these terms; and
If it would be enforceable if amended, it will be treated as so amended.
We may treat you as insolvent if:
- You are unable to pay your debts as they fall due; or
- You (or any item of your property) become the subject of:
- Any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangement (including a moratorium) or bankruptcy).
- Any application or proposal for any formal insolvency procedure; or
- Any application, procedure, or proposal overseas with similar effect or purpose.
All brochures, catalogues and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between us and you should not rely on them in entering any contract with us. Any notice by either of us which is to be served under these terms may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed.
No contract will create any right enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as the buyer or seller.
The only statements upon which you may rely in making the contract with us, are those made in writing by someone who is our authorised representative and either:
- Contained in our estimate (or any covering letter) and not withdrawn before the contract is made; or
- Which expressly state that you may rely on them when entering the contract.
Nothing in these terms affects or limits our liability for fraudulent misrepresentation.
Web returns address:
BLAKE & WHITE
Unit 8A Hopkinson Way
West Portway
Andover
SP10 3LF
