TERMS AND CONDITIONS
for the Sale of Goods and the Supply of Services
• Conditions – the conditions set out in this document and any special terms and conditions agreed in writing by Us;
• Consumer – a natural person acting for purposes outside his trade business or profession;
• Contract – the contract for the sale of the Goods and/or the provision of Services including the working drawings produced by Us;
• Delivery/Installation Date(s) – the date(s) as set out in the Order or otherwise confirmed by Us, or notified to You in writing when the Goods and/or Services are to be delivered/performed;
• Goods – the items You agree to buy from Us as detailed in the Order or otherwise specified in writing;
• Order – the order overleaf (or otherwise recorded in writing) detailing the Goods and/or Services;
• Premises – the premises site or buildings at which the Goods are to be installed and/or the Services are to be performed;
• Price – the price set out or calculated in accordance with the rate or charges detailed in the Order or otherwise specified in writing or (where no price has been quoted) a reasonable price including VAT;
• Services – the services to be provided by Us as detailed in the Order or otherwise specified in writing;
• We/Us/Our – Origin Eco Plaster Ltd (25 Spriengfield Road HA1 1QF Harrow, London Company Number 8617243, VAT No. GB 60253510) and shall be deemed to include. Our authorised employees, agents and representatives;
• You/Your/You – the person, firm or company, who purchases or agrees to purchase
the Goods and/or Services from Us;
2. CONDITIONS APPLICABLE
2.1. The Conditions shall apply to the Contract to the exclusion of all other terms and conditions and no variation to these Conditions shall be binding unless agreed in writing by Our authorised representative. If You require any changes please make sure You ask for these to be put in writing.
2.2. We may withdraw any quotation given at any time prior to acceptance by You and in any event any quotation shall lapse after 30 days.
2.3. Your confirmation of acceptance of the quotation in writing or verbally to Us will be deemed your acceptance of the quotation.
2.4. Upon acceptance of the quotation by You, a survey (when applicable and included in Your quotation) will be arranged at the Premises to identify the suitability, specification requirements and installation requirements of the Goods and/or Services contained in Your quotation.
2.5. On completion of the survey of the Premises, Your quotation will be amended to suit the results of the survey. The amended quotation is Your Order and the terms of the Order, including the specification of the Goods contained in the Order, are incorporated into the Contract.
2.6. The Order will be sent to You for signature and you shall return the Order to us. Your signature and return of the Order will be deemed Your acceptance of the Order.
2.7. No Order shall be deemed to be accepted by Us unless accepted in writing by Our authorised representative.
2.8. Your Order will confirm an estimated lead time for the Goods, subject to the provisions of clause 5.1 and clause 5.2 below.
2.9. If You cancel this Contract in accordance 4.2 or 7.2 after the survey have been conducted by us You shall inform Us prior to any additional works being carried out after Survey and as soon as possible by giving written notice to Us at 25 Spriengfield Road HA1 1QF, Harrow, London (in the interest of certainty We recommend that any cancellation notice is sent by registered or recorded delivery). Any monies paid by You will be refunded (without interest) less Our charge for the survey, such reasonable sum for services provided by Us and all costs and expenses incurred by Us.
2.10. We reserve the right to make changes in the specification of the Goods and/or Services which are required to conform with any applicable safety or other statutory requirements or which do not materially affect their quality or performance.
2.11. Where We have NOT undertaken a full site survey, the Goods will be supplied as described in this Contract and it shall be Your responsibility to ensure compliance with Building Regulations. Unless surveyed by Our surveyor, We do not accept liability for any applied surface processed which subsequently do not meet the required Building Control Specifications.
3.1. We recommend that a survey of the Premises is carried out and unless otherwise agreed by Us any quotation estimate or Order shall be subject to survey. Such survey if carried out by Us will be at a time agreed with You and You shall be responsible for ensuring that the Premises is ready for the survey to be carried out at the agreed time. The scope of the survey and Our responsibilities are as set out in the quotation and these Conditions and We shall be under no duty to examine those parts of the Premises which are covered unexposed or inaccessible from within the Premises or to raise boards inspect plasterwork move anything. We reserve the right to cancel any Contract if the survey results are in our reasonable opinion unfavourable or the Price may be varied by Us to take into account any survey results subject to the provisions of clause 9 below.
3.2. Where We have surveyed the Premises We will advise You of any works that need to be carried out in order to comply with clauses 5 below. We shall not be responsible for any structural reinforcement or new building work or building repairs that may be required. Any survey performed by Us shall be carried out solely to identify the suitability and installation requirements of the Goods and/or Services in accordance with this Contract and should not be relied upon for any other purpose.
3.3. If We do not carry out the survey You shall be responsible for providing such specifications and measurements as required and requested by Us. We shall not be liable for any costs arising from inaccuracies in the data supplied by You. Where We have not surveyed the Premises You are responsible for ensuring that the supporting structure(s) is/are capable of supporting the weight of the Goods and that the said structure(s) will not suffer excessive deflection under predictable load conditions. We reserve the right to select and provide alternative goods if the specification of the Goods does not suit the Premises
3.4. Where We have not undertaken a site survey, the Goods will be supplied as described in the Contract and it shall be Your responsibility to ensure compliance with Building Regulations. Unless surveyed by Our surveyor, We do not accept liability for any applied surface processed which subsequently do not meet the required Building Control specifications.
4. APPROVALS AND CONSENTS
4.1. Unless agreed by Us in writing it is Your responsibility to obtain all relevant and necessary approvals and consents including but not limited to any deed of covenant or landlord approval and/or those required from local authorities in respect of building regulations planning permission alterations to listed buildings or alterations carried out in a conservation area and We shall not be liable for any delay in completion of the Contract arising from Your failure or delay in obtaining any of the above approvals or consents. If You request that We obtain any such approvals or consents it shall be a condition of the Contract and You agree that You shall be responsible for Our costs in so doing including any application administration and planning fees whether or not the approvals or consents are granted. You acknowledge that We cannot guarantee that such approvals or consents will be granted or forthcoming and if the approvals or consents are refused for any reason We will refund the sums paid to Us by You in respect of the Services to be performed except for such sums in respect of Goods ordered or supplied and/or Services performed at the date of refusal and those costs incurred by Us as referred to in this clause.
4.2. You acknowledge that any change to the Contract specification required to comply with any conditions applicable to any approvals or consents shall be accepted by Us at Our discretion and subject to the parties’ agreement to any increase in Price (and without prejudice to Our right to cancel the Contract pursuant to clause 9.1 below). In the event the parties’ are unable to agree such increases in Price You shall be entitled to cancel the Contract in accordance with the provisions of clause 9.3.
4.3. You acknowledge and agree that where We supply and/or install Goods and/or perform Services then unless agreed by Us in writing We shall not be responsible for ensuring the said supply and/or installation of Goods and/or performance of Services is in accordance with or satisfies any building regulations.
5. DELIVERY AND INSTALLATION
5.1. We shall give You reasonable notice of the Delivery/Installation Date(s). Any dates quoted for delivery of the Goods and/or performance of the Services (including estimated completion times) are approximate only and, We shall not be liable for any reasonable delay in delivery/performance, or for any delay arising from any failure by You to give adequate instructions or any other default by You.
5.2. Any dates quoted for delivery/installation of the Goods and/or performance of the Services (including estimated completion times) are approximate only as all our Goods are bespoke manufactured. Should you book other trades to follow our Works We shall not be liable for any associated costs if any reasonable delay occurs.
5.3. You will permit Us safe and clear access to the Premises where the Goods are to be delivered and/or installed and/or Services are to be performed at all reasonable times between the hours of 8am and 6pm any Monday to Friday or such other dates and times as may be agreed between Us and You and You shall notify Us of any issues relating to access.
5.4. You will ensure that the Contract holder is available to sign off the installation on Completion. You will be advised of the estimated installation completion date prior to Works commencing. Alternatively, you can allocate a representative to sign off works on your behalf. Should this not be arranged and you are not available to sign off the installation of the Goods and/or performance of the Services on the date of installation completion, if You subsequently raise any installation issues We reserve the right to charge for any additional installation time/visits required.
5.5. You shall prepare a clear, straight surface/substrate(s) to the required substrate specifications as directed by Us plus or minus 3 millimetres with suitable upper and lower mounting surfaces straight and level floors level and side walls vertical and ensure that all coverings and tolerances are straight true and plumb and shall take such other steps as undertaking such preparatory works as We specify in readiness for the Goods to be installed and/or Services to be performed. If the substrate/surface(s) for covering specified by Us have not been properly prepared by You by the Delivery/Installation Date(s) You will be liable to pay to Us an abortive fee of £500 in addition to the Price. Once We receive confirmation from You that the substrate/surface(s) for covering have been properly prepared We shall agree with You a mutually convenient revised delivery/installation date(s). The abortive fee is payable in full prior to the revised delivery/installation date(s).
5.6. We shall not be responsible for any structural defect (including movement) in the Premises that becomes apparent or occurs during or after the installation of the Goods and/or the performance of the Services and We shall be entitled to stop or delay any installation of the Goods and/or performance of the Services and/or cancel the Contract and/or alter the Price to take into account any additional work which in our reasonably opinion shall be required to permit the installation of the Goods and/or the performance of the Services. You shall be obliged to pay Our reasonable fees in respect of any delay or further visit to the Premises as a result of such defect(s).
5.7. We shall not be responsible for any additional work that is required which could not have reasonably been foreseen or discovered at the time of the survey.
5.8. Unless otherwise agreed in writing by Us You shall be responsible for sourcing supplying and/or providing any other equipment required by Us to install the Goods and/or provide the Services at Your expense including but not limited to lifting equipment and scaffolding.
5.9. Where access to an adjoining Premises is required to allow completion of the Contract it shall be Your responsibility to arrange such access and We shall be entitled to assume such arrangements have been made unless You advise Us otherwise.
5.10. We shall not be liable for any brick and block work mortar concrete cement plaster tiling lead flashings floorings specialist finishes and any painting or decorating required by You as a result of the installation of the Goods and/or performance of the Services.
5.11. You agree to allow Us to use Your Premises for the storage of material and equipment whilst work is being carried out and when necessary provide standing space for a waste disposal skip. Where mains water and electricity are connected to the Premises You will provide access to these supplied to enable the work to be completed.
5.12. If You fail to take delivery of the Goods (otherwise than by reason of Our fault) and/or fail to permit the performance of the Services by the Delivery/Installation Date(s) then without prejudice to any other right or remedy available to Us We may:
(a) store the Goods until actual delivery and charge You for the reasonable costs (including transportation and insurance) of storage and charge You for all reasonable labour costs incurred by Us, or
(b) sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses and all other reasonable costs incurred by Us) account to You for the excess over the Price or charge You for any shortfall below the Price.
5.13. We shall be entitled to deliver the Goods (whether under this Contract or any other contract) by instalments of any size and in any order although We shall endeavour to deliver the Goods/perform the Services at dates as close to each other as possible.
6.1. Showroom samples brochures photographs and displays are intended as a general guide only and the disposition shape dimensions materials weights manufacturing parameters and particulars of the Goods and Services are subject to minor changes to reflect improvements and modifications or any alterations necessary to reflect the recommendations of any surveyor and such changes which do not materially affect the appearance or performance of the Goods and/or Services shall not be deemed as a change to the Contract specification. Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or other documentation issued by Us shall be subject to correction by Us without any liability unless such correction shall fundamentally alter Your rights under the Contract to Your disadvantage in which case You shall be entitled to cancel the Contract by giving written notice as soon as possible upon receiving notice of correction. In the event of cancellation in such circumstances any monies paid by You shall be refunded (without interest) less such reasonable sum for any Goods ordered and/or provided and/or Services provided.
6.2. Where You require the Goods and/or Services to comply with a specification You shall supply Us with such specification at the time of placing the Order. Quantity description of and specification of Goods will be set out on the quotation or Order.
6.3. You acknowledge and agree that the Contract specification shall reflect the following:
(a) all plaster admixtures used shall conform to all relevant regulations and standards. Any dispute regarding an imperfection or clarity shall be governed by the standards and specification issued by the manufactures (a copy of which is available on request). We shall not be responsible for slight imperfections or minor blemished in surface which may occur during the course of glass manufacture and processing (as recognised by the manufactures standards);
(b) where plaster surface finishes products sealants varnish and wax are used some visual differences may be noticeable from the outset due to the differing properties of the materials used and some visual change may occur with age due to the effects of sun and weather and on occasion some slight marks scratched faults and dents may be evident. We shall not be liable for matching existing colours or products and shall not be liable for natural variations in colour and finish which appear and/or occur over time;
(c) slaked lime plaster is a natural product and variation in the finished surface colour and grain is inevitable. With changes in climate and room temperature some movement will occur and We shall not be responsible for Your act or omission in maintaining timber products. We shall provide no guarantee in respect of untreated plaster and any request by You to leave plaster untreated or unfinished shall be at Your liability;
(d) Where We are required to install Goods using stainless steel trowel any remedial work required and completed under guarantee does not include any making good of or to any external rendering or internal plastering;
6.4. On some installations where specified on the Contract an expanding foam tape sealant method may be used. If this is not the case an alternative professional method of sealing will be undertaken by Us. The use of expanding foam tape as a sealing method is intended as a general guide only and particulars of the Goods and Services are subject to minor changes to reflect improvements and modifications or any alterations necessary to reflect the recommendations of Our Surveyor or Installation Engineer and such changes which do not materially affect the appearance or performance of the Goods and/or Services shall not be deemed as a change to the Contract specification.
7. PRICE AND PAYMENT
7.1. Subject to any special terms agreed in writing between Us and You payments shall be due in accordance with the payment schedule set out in the Order (the Due Dates).
7.2. We shall be entitled to increase the Price to take into account any increase in the cost which is a result of any change in specification of the Goods and/or Services which is required by You (whether in the circumstances set out at clause 4 above or otherwise) or a result of any delay caused by any instructions given by You or failure by You to give Us adequate information or instructions or in consequence of any default by You. If We shall visit the Premises to carry out a survey or to install the Goods and/or to perform the Services but are unable to do so because You have not ensured that the Premises is ready for a survey installation or performance of Services at the agreed time or complied with the requirements of clauses 5.2 to 5.4 You will be liable to pay Our reasonable additional costs. We shall be entitled to increase the Price to take into account any increase in the prices charged by Our suppliers and We will notify You of such increase and You shall be entitled to cancel the Contract subject to the provisions of clause 9.3.
7.3. The Price shall not include the cost of removing dangerous material (such as asbestos) of which We become aware while carrying out installation of the Goods and/or performance of the Services and which We could not reasonably have been aware of at the time of quotation. In such instances, We may subcontract an expert in the removal of dangerous material and the cost including Our costs will be added to the Price. If You prefer, You may employ Your own experts directly and You shall be responsible for Your costs in so doing.
7.4. Unless otherwise agreed in writing by Us, You shall pay a deposit of 50% of the Price upon approving the quotation in accordance with clause 2.3. We shall not be required to carry out the survey until You have paid this deposit. You shall make a further balance payment of 50% of the Price at least 7 days prior to installation. In respect of businesses We reserve the right to alter any standard payment terms at Our discretion. Where the Goods are to be supplied by Us but not installed by Us, We must be in receipt of the full balance of the Price in cleared funds from You before delivery and installation of the Goods.
7.5. You shall pay for the Goods in cash or by debit card, cheque, credit card or banker’s draft made payable to Origin Eco Plaster Ltd. Each transaction via credit card shall incur a surcharge at such rates as apply from time to time.
7.6. If You fail to make payment within 7 working days of the Due Dates then without prejudice to any other right or remedy available to Us We shall be entitled to:
(a) cancel the Contract and/or suspend any further deliveries of the Goods to You, or performance of the Services (whether under this Contract or any other contract with You), and/or
(b) charge You daily interest on any sums outstanding at the rate of 5% per annum above Barclays Bank plc base rate from time to time until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest), and/or
(c) require payment in full of Price prior to delivering any further Goods and/or resuming performance of the Services notwithstanding any other agreement in relation to payment.
7.7. You shall not be entitled by reason of any alleged minor defect to withhold more than a proportionate amount of any sum due.
8. WARRANTIES, GUARANTEES AND LIABILITIES
8.1. We warrant that the Goods will conform to the Contract specification, be of satisfactory quality and fit for purpose and the Services will be carried out with reasonable skill and care. Where the Services include installation, the installation will be carried out correctly in accordance with the Contract.
8.2. Any warranty or guarantee given by Us in respect of the Goods and/or Services shall be subject to the following conditions:
(a) We shall be under no liability in respect of any defects in the Goods and/or Services arising from any drawing design or specification supplied by You;
(b) We shall be under no liability in respect of any defect or fault arising from the installation of the Goods where the Goods were only supplied by Us but were not installed by Us;
(c) We shall be under no liability or in any way responsible for any structural defects existing in the Premises where the Goods and/or Services are to be delivered/performed and which would not have been apparent on the survey of the Premises and which may become evident as a result of installation of the Goods/performance of the Services;
(d) We shall be under no liability in respect of any defect affecting non-standard items supplied by Us that arises outside the guarantee period provided by the relevant manufacturer of said non-standard items.
8.3. The Company shall either repair or replace any defective part at its own expense provided that notice of such defect have been given to the Company in writing within the warranty period.
8.4. The Company will make a labour charge (at Our then standard rates) for any remedial works carried out under guarantee/warranty after the end of the first 12 months from the date of delivery and/or installation (whichever is the later) and within the remaining applicable warranty/guarantee period.
8.5. The Company guarantee/warranty does not cover glass breakage of any kind occurring after installation. This includes any claim with regard to Nickel Sulphide inclusion.
8.6. Our obligation for breach of the warranties set out above shall be at Our option to replace or repair any defective products comprised in the Goods and/or remedy any defects in connection with the Services except where You are acting as a Consumer and exercising Your right to refund for faulty goods within 30 days of delivery.
8.7. We shall not be liable for any defects injury loss or damage resulting from Your negligence act or omission or arising from lack of proper maintenance and improper use accidents unauthorised alterations or faulty workmanship on the part of others (excepting Our agents or employees) except that nothing in these Conditions is intended to nor shall it limit any liability on Our part in respect of death or personal injury caused by Our negligence.
8.8. Our liability (except as provided in this clause) for any delay in performing or any failure to perform any of Our obligations in relation to the Goods and/or Services shall be limited to the excess (if any) of the cost to You in the cheapest available market for similar goods or services to the Goods or Services over the Price to replace those not delivered/performed. We shall not be liable to You for any delay in performing any of Our obligations in relation to the Goods and/or Services if that delay is as a result of any delay by You any third party or adverse weather conditions.
8.9. Subject to clause 8.14, if either You or We are in breach of the arrangements under this Contract neither of us will be responsible for any losses that the other suffers except those losses which are a foreseeable consequence of the breach.
8.10. We do not warrant that existing plasterwork or any other materials that will be removed in connection with the performance of the Contract will be undamaged or fit for any other purpose and We shall not be liable for any damage caused to such items. We will remove and/or dispose of all replaced existing plasterwork unless You request in writing at least two weeks prior to commencement of the Services that We leave them on the Premises.
8.11. We will pass onto You the full benefit of any manufacturer’s or supplier’s guarantee available in respect of the Goods and/or Services.
8.12. You shall be responsible for Our reasonable charges in connection with any inspection carried out by Us at Your request following the report of any alleged defect by You except in circumstances where We are liable under any warranty or guarantee given by Us.
8.13. Subject to the other provisions of these Conditions, and except where you are dealing as a Consumer, We shall not be liable for any direct indirect or consequential loss (including without limitation pure economic loss of profits loss of business depletion of goodwill and similar loss) costs damages charges or expenses caused directly or indirectly by any delay in the delivery of the Goods and/or performance of the Services (even if caused by Our negligence) nor shall any delay entitle You to terminate or rescind the Contract unless such delay exceeds 60 days or such other reasonable period of time as may be notified by Us to You in writing.
8.14. Where We install any Goods and/or provide any Services and/or install subsequent or replacement Goods and/or provide any replacement Services outside of the manufacturer’s guarantee We will provide a maximum one year guarantee on the parts and/or items replaced and/or installed. We will not be liable for any other parts and/or items which may be affected by Our replacement of the parts and/or items replaced or installed. Payment for any Goods ordered or Services performed outside of warranty must be paid for in full prior to the commencement of any work.
8.15. If (within the guarantee period provided by Us) You notify Us immediately when any noticeable defect or difficulty in the operation of any Good(s) We have installed becomes apparent We may at Our discretion arrange to make minor adjustment(s) to improve or correct any movement which has occurred to ensure that the Good(s) operate correctly. We shall not be liable for any damage caused by Your delay in notifying Us of the defect or Your continued use of the said Good(s) before We make any such alteration or adjustment.
8.16. In the event that a guarantee or warranty issue arises We shall not be responsible for any works required on the Premises to enable the guarantee or warranty work to be completed. You shall prepare a safe and clear access to the area that We require to complete any guarantee or warranty claims prior to the works being scheduled.
8.17. If the area where the guarantee or warranty issue arises has not been properly prepared by You on the date agreed when We attend site You will be liable to pay to Us an abortive fee of £500. Once We receive confirmation from You that the area has been properly prepared We shall agree with You a mutually convenient revised guarantee or warranty completion date(s). The abortive fee is payable in full prior to the revised guarantee or warranty completion date(s).
8.18. Unless otherwise agreed in writing by Us You shall be responsible for sourcing supplying and/or providing any other equipment required by Us to complete the guarantee or warranty works and/or provide the Services at Your expense including but not limited to lifting equipment and scaffolding.
8.19. We shall not be liable for any brick and block work mortar concrete cement plaster tiling lead flashings floorings specialist finishes and any painting or decorating required by You as a result of any warranty/guarantee works and/or performance of the Services.
8.20. We shall not be liable for any warranty work where the Goods have not been maintained to reasonable industry guidelines and standards or otherwise in accordance with Our instructions. Should you require any specific guidance on maintenance of Your Goods these are available from the Company on request.
8.21. Written details of the Company warranty and guarantee are available on request .
9.1. We reserve the right to cancel the Contract without any liability should any surveyor’s report prove unsatisfactory or if any approvals or consents as referred to in clause 4 above are refused or rejected or conditions applied so as to require any change to the Contract specification or if We receive unsatisfactory credit references for You or if credit is refused whereupon any monies paid by You will be refunded (without interest) less such reasonable sum for any Goods ordered and/or provided and/or Services provided and costs incurred by Us.
9.2. As the Goods are bespoke and made wholly to your order, the usual 14 day “cooling off” period (which would otherwise give a Consumer the right to cancel a contract concluded away from Our premises within 14 days) will not apply to this Contract.
9.3. In the event You wish to cancel this Contract in the circumstances set out at clauses 4.2 or 7.2 You shall inform Us prior to any additional works being carried out and as soon as possible by giving written notice in writing to Us at 25 Spriengfield Road , HA1 1QF Harrow, London (in the interest of certainty We recommend that any cancellation notice is sent by registered or recorded delivery). Any monies paid by You will be refunded (without interest) less such reasonable sum for any Goods ordered and/or provided and/or Services provided and costs incurred by Us.
9.4. Without prejudice to any other right or remedy available to Us We shall be entitled to cancel the Contract or suspend any further deliveries or performance under the Contract without any liability on Our part to You (and if goods and materials are in transit We shall be entitled to stop those goods and materials and if the goods have been delivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary) in the event that:
(a) You make any voluntary arrangement with Your creditors or become subject to an administration order or (being an individual or a firm) become bankrupt or go into liquidation; or
(b) an encumbrancer takes possession or a receiver is appointed of any of Your property or assets.
9.5. Except as provided above You shall not be entitled to cancel the Contract unless We agree in writing and upon terms that You pay Us in full respect of any loss (including loss of profits) costs (including the cost of any labour or materials) damages charges and expenses incurred by Us. If We cancel the Contract otherwise than provided in this Contract We must pay You any foreseeable losses or costs You suffer because of the cancellation.
10.1. We may from time to time (but are not obliged to) make available to You by way of promotion an express delivery service (the “Express Service”) or some other promotion in respect of the Goods and/or Services. Any promotion made available by Us for the Goods and/or Services may be limited in time, location, quantity or any other matter at our sole discretion.
10.2. In the event that we make available an Express Service, we shall use all reasonable commercial endeavours to perform the Services and/or deliver the Goods within the period of time for performance as referred to in any promotional materials (or otherwise communicated by Us). The time for performance shall be extended to take account of any survey or other preparatory work required at the Premises, any event referred to in clause 12 or any other work to be carried out before delivery of the Goods and/or performance of the Services.
10.3. If we fail to perform and/or deliver within the period referred to in clause 10.2 (unless as a result of Your breach of Contract), notwithstanding the other provision of these Conditions, we shall only be liable to refund any premium paid by You for the benefit of Express Service and shall not be liable to refund any other amounts in respect of the Goods and/or Services.
10.4. Subject to Your rights when dealing as a Consumer, You shall not be entitled to reject the Goods and/or refuse the performance of the Services on the basis of that We have failed to perform and/or deliver within the period referred to in clause 10.2.
10.5. We reserve our right to vary or withdraw the Express Service or any other promotion at our sole discretion at any time without giving notice to You and without liability to You.
11. TITLE AND RISK
11.1 As soon as We have delivered the Goods You will be responsible for them. If You delay a delivery Our responsibility for everything other than damage due to Our negligence will end on the date We agree to deliver them as set out in the Contract.
11.2 Notwithstanding delivery and the passing of risk in the Goods or any provision of these Conditions property in the Goods shall not pass to You until We receive in actual cleared funds payment in full of the Price and the price of all other goods agreed to be sold by Us to You for which payment is then due.
11.3 Until such time as the property in the Goods passes to You We shall be entitled at any time to require You to deliver up the Goods to Us.
12. FORCE MAJEURE
Neither of us shall be liable for any delay in performing or failure to perform due to any act of God war strikes lock-out industrial action fire flood drought tempest or any other event beyond our reasonable control. Such delay or failure will not constitute a breach of this Contract and time for the performance of the affected obligations will be extended by such period as is reasonable.
13.1 Any payment(s) of or contributing to the Price received from anyone other than You or any correspondence in respect of the Goods and/or Services and/or Contract with anyone other than You shall not be deemed to create a separate or collateral contract nor shall they vary the Contract or these Conditions.
13.2 We may perform any of Our obligations or exercise any of Our rights hereunder ourselves or through any other party (including Our employees, agents, sub-contractors) approved by Us provided that any act or omission by such party shall be deemed to be Our act or omission.
13.4 The headings in the Conditions are for convenience only and shall not affect their interpretation.
13.5 Each of the clauses of these Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clause will remain in full force and effect.
13.6 Any notice given hereunder must be given in writing and delivered or sent by post (preferably registered or recorded delivery) or facsimile transmission to the residence or principal place of business of the party to whom it is addressed.
13.7 Except as otherwise provided nothing in this Contract shall confer on any third party any benefit or the right to enforce any terms of this Contract.
13.8 No waiver by Us of any breach of the Contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.9 No failure by Us to exercise any power given to Us or to insist upon the strict compliance by You with any obligation hereunder and no custom or practice of the parties at variance with the terms hereof shall constitute any waiver of any of Our rights hereunder.
13.10 The Contract shall be governed by English law and You can bring legal proceedings in respect of the Goods in the English courts. If You live in Scotland You can bring legal proceedings in respect of the Goods in either the Scottish or the English courts. If You live in Northern Ireland You can bring legal proceedings in respect of the Goods in either the Northern Irish or the English courts.