Wellingtons Direct - Terms & conditions
Wellingtons Direct - Terms of use
1. Wellingtons Direct's Conditions Apply
1.1 Unless otherwise specifically agreed in writing by Wellingtons Direct
Limited ("Wellingtons Direct"), all quotations and contracts for
the supply of goods by Wellingtons Direct are made upon these Conditions
of Sale ("the Conditions") which shall at all times override
any terms and conditions which the purchaser of such goods ("the
Purchaser") imposes or seeks to impose.
1.2 Delivery of any goods following a quotation for supply made
by Wellingtons Direct will be made only upon the Conditions. Orders are accepted
subject to the Conditions.
1.3 Any variation must be approved by an authorised Wellingtons Direct employee
and be in writing. Any quotation or estimate is given subject to
the Conditions.
1.4 “The Contract” means any contract made between the .co
parties that incorporates the Conditions.
2. Payment Terms – On-line customers
2.1 Subject to Wellingtons Direct being satisfied with any trade references
it may wish to take up and to any agreement in writing made to the
contrary terms of payment are strictly 30 days from Invoice and
in default Wellingtons Direct shall be entitled without notice to the Purchaser
(even if the Purchaser has a contract with a third party) to:
2.1.1 terminate any outstanding order or quotation;
2.1.2 withhold and/or suspend supplies; or
2.1.3 reduce the Purchaser's credit limit.
2.2 Wellingtons Direct shall also be entitled, at their discretion, to receive
payment of any and all monies in respect of goods supplied whether
these monies would ordinarily be due for payment at that time or
not.
2.3 In addition, Wellingtons Direct shall be entitled to charge the Purchaser
interest on the amount unpaid at the rate of 3% above Royal Bank
of Scotland Plc base rate calculated on a daily basis until payment
in full is made and the Purchaser will indemnify Wellingtons Direct in respect
of all costs incurred by Wellingtons Direct in recovering payment, including
the cost of instructing Solicitors.
2.4 No payment shall be deemed to have been received until Wellingtons Direct
has received cleared funds.
2.5 In the event that the Purchaser tenders payment by cheque and
the cheque is subsequently returned by the Purchaser's Bankers unpaid,
the Purchaser will also indemnify Wellingtons Direct in respect of all resulting
bank charges incurred by Wellingtons Direct.
2.6 The Purchaser shall make all payments due under the Contract
without any deduction whether by way of set-off, counterclaim, discount,
abatement or otherwise unless the Purchaser has a valid court order
requiring an amount equal to such deduction to be paid by Wellingtons Direct
to the Purchaser.
2.7 The Buyer may not withhold payment or any invoice or other amount
due to Seller by reason of any right of set-off or counterclaim
which the Buyer may have or allege to have or for any reason whatsoever.
2.8 On-line customers will make payments at check-out in accordance
with instructions and procedures there set out.
3. Prices
3.1 All prices displayed in Wellingtons Direct’s catalogues both printed
and online are subject to VAT where applicable.
3.2 Prices are correct at time of publishing and are subject to
change without prior notice.
3.3 The price charged to the Purchaser will be the prevailing price
at the time of ordering.
3.4 We endeavor to be accurate with all product details and prices,
however if a product or price is incorrect due to a typographical
error we retain the right to refuse or cancel any order whether
or not the order has been confirmed. If your credit card has already
been charged and we subsequently cancel your order, we will immediately
issue a credit to your credit card account to the value of the original
debit.
4. Retention of Title
4.1 Property and title in and to the Goods shall remain with the
Seller as legal (and where applicable equitable) owner as the Seller’s
sole and absolute property until such time as the Buyer shall have
paid to the Seller the price for the Goods (in cash or cleared funds)
plus VAT in full and any interest and charges relating thereto and
paid all other sums due to the Seller from the Buyer (whether under
any Contract or otherwise).
4.2 Where English law applies to this clause in accordance with
Clause 20.7 below, the Buyer shall hold the Goods and each of them
on a fiduciary basis as bailee for Seller until all sums are paid
in accordance with Clause 2 and property in the Goods passes to
the Buyer.
4.3 Until all sums are paid by Buyer to Seller under all Contracts
between the Seller and the Buyer or otherwise in accordance with
Clause 2 and property in the Goods has passed to the Buyer:
4.3.1 The Buyer shall store the Goods separately from other goods
in its possession and marked in a manner which makes them readily
identifiable as the Goods of Seller.
4.3.2 Notwithstanding that the Goods (or any of them) remain the
property of the Seller, the Buyer may use or sell the Goods in the
ordinary cause of its business at full market value for the account
of the Seller. Any such sale of or dealing in the Goods shall be
a sale or use of the Seller’s property by the Buyer on the
Buyer’s behalf and the Buyer shall deal as principal when
making such sales or dealings.
4.3.3 The entire proceeds of sale or otherwise of the Goods shall
be held in trust for the Seller and shall not be mixed with other
money or paid into an overdrawn bank account and shall at all material
times be identified as the Seller’s money.
4.3.4 The Buyer shall at all times keep the Goods comprehensively
insured against normal perils and damage.
4.3.5 The Buyer shall subrogate to the Seller any rights that it
may or will have in respect of the insurance money recoverable for
the Goods.
4.3.6 The Buyer shall not pledge, encumber or in any way charge
by way of security for any indebtedness any of the Goods which are
the property of the Seller.
4.3.7 The Buyer shall permit any officers, employee, representative
or agents of the Seller to enter with or without vehicles onto the
Buyer’s premises or other sites where the Goods are located
and to inspect and/or repossess the Goods.
4.4 If the Buyer pledges, encumbers or charges the Goods by way
of security (other than by way of a floating charge which has not
crystallised), in addition to any other rights or remedies the Seller
may have under these Conditions or otherwise, all sums whatever
owing by the Buyer to the Seller shall forthwith become due and
payable.
4.5 The above provisions shall not be prejudiced by work upon the
Goods by the Buyer or merger of the Goods with other goods or materials
insofar as the Goods remain reasonably identifiable and/or retrievable.
4.6 Notwithstanding the fact that property in title in and to the
goods shall remain with the seller until such time as the Buyer
shall have paid to the Seller the price of the goods and otherwise
as stated in Clause 2, the seller shall be entitled to sue for their
price once its payment has become due in accordance with Clause
2 hereof.
5. Delivery
5.1 Terms and conditions for delivery are only applicable in mainland
UK. Mainland UK is considered to be Englnd, Wales and Scotland (excluding Highlands). Northern Ireland and the Isle of Man are not included. (Certain other exclusions may apply). For delivery outside the UK please contact Wellingtons Direct’s
sales department.
5.2 Unless otherwise agreed delivery of the goods shall take place
at the Purchaser’s place of business in the case of trade
customers, and such address as has been advised by all other customers
at time of ordering.
5.3 In the case of trade customers where Wellingtons Direct makes delivery
of the goods to the Purchaser’s place of business or any other
place as agreed in writing, all charges in relation to carriage,
including, without limitation transport costs, insurance and unloading,
will at Wellingtons Direct’s option, be borne by the Purchaser. For
all other customers carriage charges will be as indicated at on-line
check-out.
5.4 If for any reason the Purchaser does not accept delivery of
any of the goods when they are ready for delivery then the goods
will be deemed to have been delivered, risk passing to the Purchaser
(including for loss or damage caused by Wellingtons Direct’s negligence)
and Wellingtons Direct may:
5.4.1 store the goods until actual delivery whereupon the Purchaser
will be liable for all related costs and expenses (including without
limitation storage and insurance); or
5.4.2 sell the goods at the best price readily obtainable and (after
deduction of all reasonable storage and selling expenses) charge
the Purchaser for any shortfall below the Contract price.
5.5 Wellingtons Direct reserves the right to deliver in instalments and any
failure to deliver one instalment will not entitle the Purchaser
to terminate the Contract.
5.6 The quantity of any consignment of goods as recorded by Wellingtons Direct
upon despatch from Wellingtons Direct’s place of business shall be
conclusive evidence of the quantity received by the Purchaser on
delivery unless the Purchaser can provide conclusive evidence proving
the contrary.
5.7 If no time for delivery is specified in the contract the Purchaser
shall be bound to accept the goods when they are ready for delivery
by Wellingtons Direct.
5.8 Each delivery shall constitute a separate contract and any failure
or defect in any one delivery will not vitiate the contract as to
the remaining deliveries.
5.9 Any time or date for delivery named by Wellingtons Direct is an estimate
only and Wellingtons Direct shall not accept liability for any loss or damage
or any consequential loss arising directly or indirectly from delay
in delivery however caused.
5.10 Claims for shortages or damaged goods must be made in writing
to Wellingtons Direct within 3 days of receipt.
5.11 Claims for non delivery must be made to Wellingtons Direct within 14
days of date of despatch shown on invoice.
5.12 Wellingtons Direct reserves the right to charge a 15% handling fee against
the return of non-faulty goods.
5.13 A small order charge of £9.00 (ex VAT) will be applied,
at Wellingtons Direct’s option, if the order value is below £100.00
and a small order charge of £6.00 (ex VAT) if the order value
is between £100.00 and £200.00.
6. Quality
6.1 Wellingtons Direct warrants that the goods are of satisfactory quality
and that they comply with any description or specification supplied
by Wellingtons Direct. Wellingtons Direct gives no warranty that the goods are suitable
for any particular purpose or for use under any specific conditions,
unless the Purchaser has given full details of the purpose or conditions
and Wellingtons Direct has expressly warranted the suitability of the goods
in writing. If the Purchaser establishes to Wellingtons Direct’s reasonable
satisfaction that there is a defect in the goods or there is some
other failure by Wellingtons Direct in relation to the conformity of the
goods with the Contract, then Wellingtons Direct shall, at its option and
at its sole discretion and within a reasonable time:
6.1.1 replace such goods with goods which are in all respects in
accordance with the Contract; or
6.1.2 issue a credit note to the Purchaser in respect of the whole
or part of the Contract price of such goods as appropriate having
taken back such goods, subject, in every case, to the remaining
provisions of this Condition provided that the liability of Wellingtons Direct
under this Condition shall in no event exceed the purchase price
of such goods and performance of any one of the above options shall
constitute an entire discharge of Wellingtons Direct’s liability under
this warranty.
6.2 This Condition shall not apply unless the Purchaser:
6.2.1 notifies Wellingtons Direct in writing of the alleged defect within
3 days of the time when the Purchaser discovers or ought to have
discovered the defect; and
6.2.2 affords Wellingtons Direct a reasonable opportunity to inspect the
relevant goods.
6.3 Goods shall not be returned without prior agreement between
Wellingtons Direct and the Purchaser. No claim can be entertained after the
goods or any part thereof have been processed in any way.
6.4 If Wellingtons Direct elects to replace the goods pursuant to this Condition,
Wellingtons Direct shall deliver the replacement goods to the Purchaser at
Wellingtons Direct's own expense at the address to which the defective goods
were delivered and the legal title to the defective goods which
are being replaced shall (if it has vested in the Purchaser) re-vest
in Wellingtons Direct and the Purchaser shall make any arrangements as may
be necessary to deliver up to Wellingtons Direct the defective goods which
are being replaced to Wellingtons Direct.
6.5 Wellingtons Direct shall be under no liability under the warranty in
this Condition:
6.5.1 in respect of any defect arising from wilful damage, negligence,
abnormal storage conditions, failure to follow Wellingtons Direct’s
or the manufacturers instructions whichever is appropriate (whether
oral or in writing).
6.5.2 if the total price for the goods has not been paid by the
due date for payment;
6.5.3 in respect of any type of defect or damage specifically excluded
by Wellingtons Direct by notice in writing; or
6.5.4 if the Purchaser makes any further use of the goods after
giving notice in accordance with this Condition.
6.6 The warranties set out in this is document are the only warranties
which shall be given by Wellingtons Direct and all warranties, conditions
and other terms implied by statute are expressly excluded.
7. Liability
7.1 Subject to Condition 6 above this Condition sets out the entire
liability of Wellingtons Direct (including any liability for the acts or
omissions of its employees, agents and sub-contractors) to the Purchaser
in respect of:
7.1.1 any breach of the Conditions or the Contract; and
7.1.2 any representation, statement or tortious act or omission
including negligence arising under or in connection with the Contract.
7.2 Nothing in the Conditions excludes or limits the liability of
Wellingtons Direct for death or personal injury caused by Wellingtons Direct’s
negligence, or for fraudulent misrepresentation.
7.3 Liability for any direct loss or damage which arises out of
or in connection with the Contract shall be limited to the contract
value.
7.4 Wellingtons Direct shall not be liable to the Purchaser for any loss
of profit or other economic loss (direct or indirect), indirect
or consequential loss or damage, costs, expenses or other claims
for consequential compensation whatsoever (howsoever caused) or
loss or damage (contractual, tortious, breach of statutory duty
or otherwise) which arises out of or in connection with the Contract,
or for any liability incurred by the Purchaser to any other person
for any economic loss, claim for damages or awards howsoever arising
from the goods or otherwise.
8. Safety and Product Recalls
8.1 The Purchaser shall comply at all times with the written instructions
and all written guidelines issued from time to time attached to
the goods concerning their storage and use and the Purchaser shall
refer its employees and its customers to such instructions and guidelines.
8.2 The Purchaser should satisfy itself that the persons responsible
for the storage and use of any goods supplied by Wellingtons Direct have
all the information required on health and safety and Wellingtons Direct
shall not be liable to the Purchaser in any civil proceedings brought
by the Purchaser against Wellingtons Direct in respect of a breach of the
user instructions or any applicable health and safety legislation
or any regulations, orders or directions made pursuant to such health
and safety legislation in force from time to time or under any directive,
regulation, order or other instrument relating to health and safety
where such exclusion of liability is permitted by law.
8.3 The Purchaser shall keep Wellingtons Direct properly informed of all
customer complaints concerning the goods and shall comply with any
directions of Wellingtons Direct in any issues, proceedings or negotiations
relating to such complaint.
8.4 In the event of any recall of the goods by Wellingtons Direct the Purchaser
shall co-operate fully and promptly with any steps taken by Wellingtons Direct
under the Condition below.
8.5 Wellingtons Direct may at its discretion recall any goods already sold
by Wellingtons Direct to its customers, (whether for a refund or credit or
for replacement of the goods which shall in each case by undertaken
by Wellingtons Direct) and/or issue any written or other notification to
its customers about the manner of use of any goods already sold
by Wellingtons Direct to its customers. The customer agrees to give all reasonable
assistance to Wellingtons Direct or the manufacturer in resisting any claim
which may arise under any recall of product by Wellingtons Direct or the
manufacturer of such product.
9. Force Majeure
9.1 Wellingtons Direct reserves the right to defer the date of delivery or
to cancel the Contract or reduce the volume of the goods ordered
by the Purchaser (without liability to the Purchaser) if it is prevented
from or delayed in the carrying on of its business due to circumstances
beyond the reasonable control of Wellingtons Direct including, without limitation,
acts of God, governmental actions, war or national emergency, acts
of terrorism, protests, riot, civil commotion, fire, explosion,
flood, epidemic, lockouts, strikes or other labour disputes (whether
or not relating to either party's workforce), or restraints or delays
affecting carriers or inability or delay in obtaining supplies of
adequate or suitable materials provided that, if the event in question
continues for a continuous period in excess of 180 days, the Purchaser
shall be entitled to give notice in writing to Wellingtons Direct to terminate
the Contract.
10. Termination
10.1 Wellingtons Direct may, as it thinks fit, (without prejudice to any
other rights or remedies it may have against the Purchaser) immediately
suspend further performance of the Contract or cancel delivery of
the goods or stop any goods in transit or by notice in writing to
the Purchaser terminate the Contract without liability to Wellingtons Direct
if:
10.1.1 the Purchaser commits a material breach of any of its obligations
under the Contract which is incapable of remedy;
10.1.2 the Purchaser fails to remedy a breach of its obligations
under the Contract which is capable of remedy, or persists in any
breach of any of its obligations under the Contract after having
been requested in writing by Wellingtons Direct to remedy or desist from
such breach within a period of 14 days;
10.1.3 any distress execution or diligence is levied upon any of
the Purchaser's goods or property and is not paid out within 7 days
of it being levied;
10.1.4 the Purchaser (being a partnership) or the Purchaser's partner
offers to make any arrangements with or for the benefit of the creditors
of the Purchaser or the Purchaser's partner generally or there is
presented in relation to the Purchaser or the Purchaser's partner
a petition of bankruptcy;
10.1.5 the Purchaser (being a limited company) is deemed to be unable
to pay its debts within the meaning of Section 123 of the Insolvency
Act 1986 or the Purchaser calls a meeting for the purpose of passing
a resolution to wind up its company or such a resolution is passed
or the Purchaser presents or has presented a petition to wind up
or present or have presented a petition or appoint an administrator
or have an administrative receiver or receiver appointed to the
whole or any part of the Purchaser’s business, undertaking,
property or assets;
10.1.6 the Purchaser ceases, or threatens to cease, to carry on
business;
10.1.7 a secured lender to the Purchaser takes any steps to obtain
possession of the property on which it has security or otherwise
to enforce its security.
10.2 Notwithstanding any such termination or suspension in accordance
with the above the Purchaser shall pay Wellingtons Direct at the Contract
rate all payments subsisting at the time of termination.
11. Product Information
11.1 Whilst Wellingtons Direct has made every effort to ensure that details
and information given in both our printed and online publications
are accurate at the time of issue, full technical specifications
are not necessarily included and furthermore, Wellingtons Direct’s
policy is one of continuous improvement and the right is reserved
to alter details and information as the need arises.
11.2 Accordingly, the Purchaser should check any details and information
they wish to rely on with Wellingtons Direct at the time of purchase. Wellingtons Direct
cannot accept liability in respect of any errors or omissions herein
contained or for any loss or damage, malfunction or consequential
loss arising from reliance upon our publications.
12. Wellingtons Direct Disclaimer
12.1 Any products shown in both our printed or online publications
do not represent endorsement by Wellingtons Direct of any other products,
services or organisations.
13. Colour Reproduction
13.1 The colour reproductions of the garments featured in both our
printed or online publications are as accurate as the printing or
electronic process will allow.
14. Data Protection
14.1 Wellingtons Direct will at all times comply with its obligations under
the Data Protection Act 1998. For further information please see
Wellingtons Direct’s Privacy Policy.
15. Assignment
15.1 The Purchaser shall not be entitled to assign the Contract
or any part of it without the prior written consent of Wellingtons Direct.
15.2 Wellingtons Direct may assign the Contract or any part of it to any
person, firm or company.
16. Refunds
16.1 We believe that you will be delighted with your product but
there may be occasions where you feel it necessary to return an
item. We aim to keep the process as simple as possible. These terms
do not affect your statutory rights.
16.2 We will try to attend to all returns as soon as practically
possible.
17. Unwanted Products
17.1 Our policy is to ensure that you are satisfied every time you
place an order with Wellingtons Direct. If you are unhappy with an item when
you receive it please return it within 7 days, with the despatch
note, unused, having taken reasonable care of it and in an unused
state complete with packaging and all components, for a refund of goods value only.
17.2 We will make the refund directly to the credit/charge card
used to place the original order within 30 days or earlier once
we have inspected the returned item and are satisfied that it has
been returned to us in the condition it was in when delivered to
you.
17.3 You will only have to pay for the return postage of the Products.
17.4 Certain products and services are excluded from this returns
policy, including personalised products or those made to order.
These items cannot be returned for a refund unless faulty. This
does not affect your statutory rights.
18. Faulty Products
18.1 We try to select and package the Products as well as possible
to ensure they arrive in good condition. However, if a Product arrives
damaged or with defects, or is not what you ordered, we will replace
it free of charge or provide a full refund as appropriate, if you
return the Product to us at the postal address below within 30 days
of receipt.
18.2 In these circumstances we will also pay you the cost of the
return postage. Please obtain a proof of posting certificate from
your Post Office to enable us to process the refund for your return
postage costs.
18.3 This does not affect your Statutory Rights.
19. Returning Unwanted or Faulty Products
19.1 Please contact us by email (at webservices@Wellingtons Direct.co.uk)
by telephone (on 0161-945-1333) to inform us of your wish to return
Products.
19.2 We may allocate you with a Returns Code which should be included
with the package to improve processing of your return.
19.3 You should make your return by means of a secure delivery method
which requires a signature upon receipt (such as via Royal Mail
First Class Recorded Delivery) and return to:
Wellingtons Direct Ltd. Leltex House, Longley Lane, Sharston, Manchester.
M22 4SY
You will be responsible for the returned Products until they reach
us.
Wellingtons Direct, registered in the UK, Company no. 3603797
20. General
20.1 Each right or remedy of Wellingtons Direct under the Contract is without
prejudice to any other right or remedy of Wellingtons Direct whether under
the Contract or not.
20.2 Each party agrees to keep secret and confidential all information
obtained or disclosed as a result of the relationship of the parties
under the Contract.
20.3 If any provision of the Contract is found by any court, tribunal
or administrative body of competent jurisdiction to be wholly or
partly illegal, invalid, void, voidable, unenforceable or unreasonable
it shall to the extent of such illegality, invalidity, voidness,
voidability, unenforceability or unreasonableness be deemed severable
and the remaining provisions of the Contract and the remainder of
such provision shall continue in full force and effect.
20.4 Failure or delay by Wellingtons Direct in enforcing or partially enforcing
any provision of the Contract will not be construed as a waiver
of any of its rights under the Contract.
20.5 Any waiver by Wellingtons Direct of any breach of, or any default under,
any provision of the Contract by the Purchaser will not be deemed
a waiver of any subsequent breach or default and will in no way
affect the other terms of the Contract.
20.6 The parties to this Contract do not intend that any term of
this Contract will be enforceable by virtue of the Contracts (Rights
of Third Parties) Act 1999 by any person that is not a party to
it.
20.7 The formation, existence, construction, performance, validity
and all aspects of the Contract shall be governed by English law
and the parties submit to the exclusive jurisdiction of the English
courts.
21. All Rights Reserved
21.1 No part of any Wellingtons Direct publication may be reproduced or transmitted
in any form or by any means including photocopying and recording,
without the written permission of the copyright holder, application
for which should be addressed to the publisher.
21.2 Such written permission must be obtained before any part of
this publication is stored in a retrieval system of any nature.
21.3 All prices are subject to VAT. All prices are subject to alteration
without notice. We reserve the right to amend the Conditions which
are subject to confirmation at the time of application.
Wellingtons Direct - Privacy
Wellingtons Direct is committed to protecting your privacy and promises only to use information collected about you in
accordance with the Data Protection Act 1998.
What information do we collect?
When you place an Order, we may ask you for certain information and
you may submit personal data to us (for example your name, phone number,
postal address, email address, contact and bank/credit card details).
We may also record which products you are interested in and which
products you purchase as well as customer traffic patterns and site
use.
This information will be kept securely in accordance with our
internal security policy and may be used to:
- process your Order;
- provide you with an up to date, efficient, and reliable service;
- help fraud prevention;
- open and run your account;
- provide a more personal shopping experience.
By making an Order and submitting your data you agree to this
use.
From time to time we also monitor and record telephone calls for
training purposes and to improve the service to you.
We will never collect sensitive information about you without
your explicit consent.
We may at times use the contact information collected to inform
you of special offers or services from ourselves or our group,
but we will not at any time share your information with 3rd parties.