Terms and Conditions

Introduction

These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full.  If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.

You must be at least [18] years of age to use this website.  By using this website and by agreeing to these terms and conditions you warrant and represent that you are at least [18] years of age.

This website uses cookies. By using this website and agreeing to these terms and conditions, you consent to our John Nicholls (Trading) Limited use of cookies in accordance with the terms of John Nicholls (Trading) Limited privacy policy / cookies policy.

License to use website

Unless otherwise stated, John Nicholls (Trading) Limited and/or its licensors own the intellectual property rights in the website and material on the website.  Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

• republish material from this website (including republication on another website);
• sell, rent or sub-license material from the website;
• show any material from the website in public;
• reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
• edit or otherwise modify any material on the website; or
• redistribute material from this website [except for content specifically and expressly made available for redistribution.

Acceptable use

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

 

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without John Nicholls (Trading) Limited express written consent.

You must not use this website to transmit or send unsolicited commercial communications.

You must not use this website for any purposes related to marketing without John Nicholls (Trading) Limited express written consent.

Restricted access

Access to certain areas of this website is restricted. John Nicholls (Trading) Limited reserves the right to restrict access to other areas of this website, or indeed this entire website, at John Nicholls (Trading) Limited discretion.

If John Nicholls (Trading) Limited provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential.

John Nicholls (Trading) Limited may disable your user ID and password in John Nicholls (Trading) Limited sole discretion without notice or explanation.

User content

In these terms and conditions, your user content means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.

You grant to John Nicholls (Trading) Limited a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media.  You also grant to John Nicholls (Trading) Limited the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or John Nicholls (Trading) Limited or a third party (in each case under any applicable law).

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

John Nicholls (Trading) Limited reserves the right to edit or remove any material submitted to this website, or stored on John Nicholls (Trading) Limited servers, or hosted or published upon this website.

Notwithstanding John Nicholls (Trading) Limited rights under these terms and conditions in relation to user content, John Nicholls (Trading) Limited does not undertake to monitor the submission of such content to, or the publication of such content on, this website.

No warranties

This website is provided as is without any representations or warranties, express or implied.  John Nicholls (Trading) Limited makes no representations or warranties in relation to this website or the information and materials provided on this website.

Without prejudice to the generality of the foregoing paragraph, John Nicholls (Trading) Limited does not warrant that:

• this website will be constantly available, or available at all; or
• the information on this website is complete, true, accurate or non-misleading.
• Nothing on this website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any [legal, financial or medical] matter you should consult an appropriate professional.]

Limitations of liability

John Nicholls (Trading) Limited will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

• to the extent that the website is provided free-of-charge, for any direct loss;
• for any indirect, special or consequential loss; or
• for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

These limitations of liability apply even if John Nicholls (Trading) Limited has been expressly advised of the potential loss.

Exceptions

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit John Nicholls (Trading) Limited liability in respect of any:

• death or personal injury caused by John Nicholls (Trading) Limited negligence;
• fraud or fraudulent misrepresentation on the part of John Nicholls (Trading) Limited; or
• matter which it would be illegal or unlawful for John Nicholls (Trading) Limited to exclude or limit, or to attempt or purport to exclude or limit, its liability.

Reasonableness

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.

If you do not think they are reasonable, you must not use this website.

Other parties

You accept that, as a limited liability entity, John Nicholls (Trading) Limited has an interest in limiting the personal liability of its officers and employees.  You agree that you will not bring any claim personally against John Nicholls (Trading) Limited officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph,] you agree that the limitations of warranties and liability set out in this website disclaimer will protect John Nicholls (Trading) Limited officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as John Nicholls (Trading) Limited.

Unenforceable provisions

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

Indemnity

You hereby indemnify John Nicholls (Trading) Limited  and undertake to keep John Nicholls (Trading) Limited indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by John Nicholls (Trading) Limited  to a third party in settlement of a claim or dispute on the advice of John Nicholls (Trading) Limited legal advisers incurred or suffered by John Nicholls (Trading) Limited arising out of any breach by you of any provision of these terms and conditions[, or arising out of any claim that you have breached any provision of these terms and conditions].

Breaches of these terms and conditions

Without prejudice to John Nicholls (Trading) Limited other rights under these terms and conditions, if you breach these terms and conditions in any way, John Nicholls (Trading) Limited may take such action as John Nicholls (Trading) Limited deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Variation

John Nicholls (Trading) Limited may revise these terms and conditions from time-to-time.  Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website.  Please check this page regularly to ensure you are familiar with the current version.

Assignment

John Nicholls (Trading) Limited may transfer, sub-contract or otherwise deal with John Nicholls (Trading) Limited rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Entire agreement

These terms and conditions constitute the entire agreement between you and John Nicholls (Trading) Limited in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.

Law and jurisdiction

These terms and conditions will be governed by and construed in accordance with UK law, and any disputes relating to these terms and conditions will be subject to the [non-]exclusive jurisdiction of the courts.

John Nicholls (Trading) Limited is registered in UK under registration number 0840103

John Nicholls (Trading) Limited registered address is Units 11 & 12 Somerville Court, Adderbury, Oxon, OX17 3SN

You can contact John Nicholls (Trading) Limited by email to sales@johnnicholls.co.uk

 

 

Terms and Conditions

These Terms & Conditions give information about John Nicholls (Trading) Ltd, the legal Terms for any of the products listed on this site which we sell to you and apply to any contract between The Company and You for the sale of Products, and to the exclusion of all other Terms that are relevant and important to apply.

If you do not accept these Terms, you will not be able to order any Products from our site. Please ensure you understand and agree to these Terms carefully prior to placing any orders on this site.

In some areas you will have different rights under these Terms depending on whether you are a business or a consumer. You are a consumer if you are an individual and you are buying products from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft, or profession).

Conditions of Sale

1. DEFINITIONS

1.1           Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

1.2           Buyer: the person or firm who purchases the Goods from the Seller.

1.3           Conditions: the terms and conditions set out in this document as amended from time to time in accordance with Condition 17.4.

1.4           Contract: the contract between the Seller and the Buyer for the sale and purchase of the Goods in accordance with these Conditions.

1.5           Force Majeure Event: has the meaning set out in Condition 15.2.

1.6           Goods: the goods (or any part of them) set out in the Order.

1.7           Order: the Buyer’s order for the Goods, as set out in the Buyer’s purchase order form or in the Buyer’’s written acceptance of the Seller’s quotation or overleaf as the case may be.

1.8           Specification: any specification for the Goods, including any related plans and drawings, that is agreed by the Buyer and the Seller.

1.9           Seller: John Nicholls (Trading) Limited (registered in England and Wales with company number 00840103).

 

2. BASIS OF CONTRACT

2.1           These Conditions apply to all sales of Goods by the Seller to the Buyer and shall prevail over any other terms or conditions contained or referred to in the Order or in correspondence or elsewhere or implied by trade custom, practice or course of dealing unless such other terms or conditions are specifically agreed to in writing by the Seller. The Seller’s agents shall not have authority to enlarge, vary or exclude any of these Conditions. Any purported enlargement, variation or exclusion thereof shall be without effect unless specifically agreed to in writing by the Seller and the Buyer in accordance with Condition 17.4.

2.2           No terms or conditions of any main building contract or sub-contract shall affect these Conditions whether or not the Seller has notice thereof.

2.3           The headings appearing above each Condition are included for reference purposes only and shall not affect or limit the interpretation and effect of these Conditions.

2.4           The Order constitutes an offer by the Buyer to purchase the Goods in accordance with these Conditions.

2.5           The Buyer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.

2.6           The Order shall only be deemed accepted when the Seller issues a written acceptance of the Order, at which point Aa Contract shall only come into existence when the Seller accepts the Order.

2.7           Any samples, drawings, descriptive matter or advertising produced by the Seller and any descriptions or illustrations contained in the Seller’s 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.

2.8           The Seller may in its sole discretion accept or reject the cancellation of any Order once such order has been accepted by the Seller. The Seller will in no circumstances accept the cancellation of an Order for Goods which are to be specially made or obtained once such an Order has been accepted by the Seller nor will any allowance be made in respect of such goods where they are subsequently returned. If the Buyer amends or cancels an Order, it shall indemnify the Seller against all costs reasonably incurred by the Seller in fulfilling the Order up until the date of deemed receipt of the amendment or cancellation, unless the amendment or cancellation results from the Seller failure to comply with its obligations under the Contract.

 

3. QUOTATIONS

     A quotation for the Goods given by the Seller shall not constitute an offer. A quotation shall only be valid for the period stated therein.

 

4. ESTIMATES OF QUANTITIES AND ADVICE AS TO FITNESS FOR PURPOSE

     Any estimates in respect of quantities needed or advice as to the suitability or fitness of any goods for any particular purpose given by the Seller or its

     servants or agents will be treated as without obligation or responsibility on the part of the Seller and the Buyer will be entirely responsible for ascertaining the

                quantities required and the suitability and fitness of the goods for their purpose.

 

5. GOODS

5.1           To the extent that the Goods are to be manufactured in accordance with a Specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Seller’s use of the Specification. This Condition 5 shall survive termination of the Contract.

                5.2 The Seller reserves the right to amend the Specification if required by any applicable statutory or regulatory requirements.

 

6. PRICE

6.1           Where a price is not specified in the Seller’s acceptance of the Order, this Condition 6 shall apply. Subject to Condition 6.2, the price payable for the Goods sold shall be that contained in the Seller’s current price list at the time of despatch, notwithstanding that this may differ from the price stated in any quotation by the Seller, unless the price quoted was not a list price current at the time of the quotation.

6.2           The Seller reserves the right to make such alterations to its price list as it thinks fit.

6.3           Subject to Condition 6.4) hereof, if there is no list price for the Goods sold, or if the price quoted was not a list price current at the time of quotation, then the price to be paid shall be the price specified in the quotation, provided that the Order has been accepted within the period specified in the quotation.

6.4           In addition to having the right reserved by Condition 6.2, the Seller shall have the right at any time and without notice to revise the price payable for the goods sold to take account of increases in the cost of the Goods that is due to:

     (a) any factor beyond the Seller’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

     (b) any request by the Buyer to change the delivery date(s), quantities or types of Goods ordered, or the Specification; or

     (c) any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.

6.5           Unless otherwise agreed by the Seller in writing all prices shall be deemed to be exclusive of Value Added Tax which shall be payable in addition by the Buyer at the rate prevailing at the tax point.

6.6           Unless otherwise agreed by the Seller in writing the Seller reserves the right to charge the Buyer the cost of transportation of the goods to the destination requested by the Buyer.

 

7. TERMS OF PAYMENT

7.1           If payment terms are not set out in the Seller’s acceptance of the Order, this Condition 7 will apply. Credit accounts may be opened, subject to satisfactory credit references being obtained, in the Seller’s sole discretion. Payment for goods supplied on a credit account shall become due and payable not later than the last day of the month following the month of deliver y of the goods. In the event of there being any default by the Buyer in making payment as aforesaid the entire balance of the said account shall be payable immediately and the Seller shall be entitled to charge interest thereon in accordance with Condition 7.4.

7.2           For all other transactions, quotations shall be for payment shall become due and payable cash with the Order. If cash is not paid payment is not made with the Order, the Seller shall have the right to require cash payment on delivery.

7.3           Time for payment is of the essence.

7.4           If the Buyer fails to make any payment due to the Seller under the Contract by the due date for payment, then the Seller shall pay interest on the overdue amount at the rate of 4% per annum above Natwest PLC base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Buyer shall pay the interest together with the overdue amount.

7.5           The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Seller may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Buyer against any amount payable by the Seller to the Buyer.

7.6           If at any time the Buyer (being an existing credit account customer) being a company shall after its constitution or being a sole trader or partnership shall become incorporated or amalgamated with others it shall be the duty of the Buyer to give prior written notice to the Seller of the intended change (should the Buyer wish to continue credit account facilities following any intended change). Continuance of trading with the amalgamated entity or commencement of trading with a new entity shall be in the sole discretion and only deemed undertaken by the Seller if a written acknowledgement and acceptance is issued by the Seller’s Credit Controller or Sales Director or Company Secretary.

 

8. DELIVERY

8.1           For the purposes of this Condition 8, “Delivery Location” means:

(a) Where the Seller delivers the Goods, the location set out in the Order or such other location as the parties may agree;

     (b) Where the Buyer collects the Goods, the Seller’s premises or such other location as the parties may agree; and

                (c) Where the Seller uses a third party carrier to deliver the Goods, the carrier’s premises.

8.2           Delivery is completed:

     (a) where the Seller delivers the Goods, on the completion of unloading of the Goods at the Delivery Location;

     (b) where the Buyer collects the Goods, on the completion of loading of the Goods at the Delivery Location; and

     (c) where the Seller uses a third party carrier to deliver the Goods, when the Goods on the completion of unloading of the Goods at the Delivery Location.

8.3           Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence.

8.4           If the Seller fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Buyer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.

8.5           The Seller shall not be liable for any failure to deliver or delay in delivery of the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Seller with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

8.6           Claims in respect of incomplete or incorrect delivery or of Goods damaged in transit must be notified in writing to the Seller as soon as possible and in any event within 3 Business Days of delivery or in the case of non-delivery within 3 Business Days of the Buyer’s receipt of the Seller’s invoice.

8.7           Where fine or especial tolerances are required in the Goods supplied beyond those generally accepted in the building trade, no liability will attach to the Seller unless such fine tolerances are notified in writing to the Seller at the time of order and the Seller has acknowledged in writing that it is prepared at accept such order.

8.8           Where delivery to the Delivery Location is undertaken by the Seller it is on the understanding that there is a suitable road to the point on the site where deliver y is requested. If no such road exists delivery will be made to the nearest point to which in the reasonable opinion of the Seller’s driver motor lorries can safely proceed and unload.

8.9           All necessary labour and equipment required to unload materials promptly shall be supplied by the Buyer and the Seller’s drivers shall not be responsible for unloading.

8.10         If the Buyer refuses or fails to take delivery of Goods tendered in accordance with the Contract the Seller shall be entitled to immediate payment in full for the Goods so tendered. The Seller shall be entitled to store at the risk of the Buyer any goods of which the Buyer refuses or fails to take delivery and the Buyer shall in addition to the purchase price pay all costs and expenses (including insurance) of such storage and any additional cost or carriage incurred as a result of such refusal or failure.

8.11         The Seller may deliver the Goods by instalments, which shall be invoiced and paid for separately. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

 

9. MEASURES

     The Seller shall have the option to supply all or any of the Goods in either metric or imperial sizes in the nearest equivalent measure and goods may be

                changed in metric measure allowing for conversion.

 

 

10. PACKAGING

10.1         A charge will be made by the Seller for packaging to cover the cost of labour and materials.

10.2         Crates and cases will be charged for but charges will be credited in full when returnables empties are returned to the Seller carriage paid and in good condition.

10.3         Pallets will be charged for but charges will be credited in full if returned to the Seller carriage paid in good condition within seven days of delivery. A charge may be made if damaged or retained for more than seven days.

10.4         Polythene sacks will be non-returnable.

 

11. RETURN OF GOODS

     The Seller may in its sole discretion accept or reject the return of any Goods which have been incorrectly ordered. Iin the event that the Seller decides to

     accept the return of such Goods, such acceptance shall be upon such terms as the Seller may determine and in particular the Seller reserves the right to

                charge for the carriage and handling of such Goods.

 

12. TITLE AND RISK

12.1         The risk in the Goods shall pass to the Buyer on completion of delivery.

12.2         Title to the Goods shall not pass to the Buyer until the earlier of the date on which:

     (a) The Seller receives payment in full (in cash or cleared funds) for the Goods and any other goods that the Seller has supplied to the Buyer 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; and

     (b) The Buyer resells the Goods, in which case title to the Goods shall pass to the Buyer at the time specified in Condition 12.4.

12.3         Until title to the Goods has passed to the Buyer, the Buyer shall:

     (a) Store the Goods separately from all other goods held by the Buyer so that they remain readily identifiable as the Seller’s property;

     (b) Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

     (c) Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;

     (d) Notify the Seller immediately if it becomes subject to any of the events listed in Conditions 16.1(b) to 16.1(d); and

     (e) Give the Seller such information relating to the Goods as the Seller may require from time to time.

12.4         Subject to Condition 12.5, the Buyer may resell or use the Goods in the ordinary course of its business (but not otherwise) before the Seller receives payment for the Goods. However, if the Buyer resells the Goods before that time:

                (a) it does so as principal and not as the Seller’s agent; and

     (b) Title to the Goods shall pass from the Seller to the Buyer immediately before the time at which resale by the Buyer occurs.

12.5         If before title to the Goods passes to the Buyer the Buyer becomes subject to any of the events listed in Conditions 16.1(b) to 16.1(d), then, without limiting any other right or remedy the Seller may have:

     (a) The Buyer’s right to resell the Goods or use them in the ordinary course of its business ceases immediately; and

                (b) The Seller may at any time:

     (i) Require the Buyer to deliver up all Goods in its possession that have not been resold, or irrevocably incorporated into another product; and

     (ii) If the Buyer fails to do so promptly, enter any premises of the Buyer or of any third party where the Goods are stored in order to recover them

 

13.QUALITY

13.1         The Seller warrants that on deliver the Goods [, and for a period of [12] months from the date of delivery (“Warranty Period”)] shall:

     (a) Conform in all material respects with their description and any applicable Specification; and

                (b) be free from material defects in design, material and workmanship.

13.2         Subject to Condition 13.3, if:

     (a) The Buyer gives notice in writing to the Seller [during the Warranty Period] within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in Condition 13.1;

                (b) The Seller is given a reasonable opportunity of examining such Goods; and

     (c) The Buyer (if asked to do so by the Seller and where reasonably practicable) returns such Goods to the Seller’s place of business at the Buyer’s cost, the Seller shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

13.3         The Seller shall not be liable for the Goods’ failure to comply with the warranty set out in Condition 13.1 in any of the following events:

     (a) The Buyer makes any further use of such Goods after giving notice in accordance with Condition13.2;

     (b) The Buyer makes any use or application of the Goods after any “use by” date specified by the Seller or indicated on the Goods or their packaging;

     (c) The defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;

     (d) The defect arises as a result of the Seller following any drawing, design or Specification supplied by the Buyer;

                (e) The Buyer alters or repairs such Goods without the written consent of the Seller;

     (f) The defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or

     (g) The Goods differ from their description and/or any Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

13.4         If any Goods, during their recommended service life, and if fitted to or installed in a structure in accordance with the Seller’s instructions or (if there are none) good trade practice, are found to be defective then in addition to replacing the Goods or refunding their price, the Seller will compensate the Buyer for any damage directly caused by the Goods to the structure in which they are fitted, provided that the Seller shall not be liable to pay any sum in excess of the value of the relevant structure in satisfactory condition;

13.5         The Seller shall endeavour to pass on to the Customer the benefit of any manufacturer’s guarantee or warranty given to the Seller.

13.6         Except as provided in this Condition 13, the Seller shall have no liability to the Buyer in respect of the Goods’ failure to comply with the warranty set out in clause 13.1.

13.7         The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.

13.8         These Conditions shall apply to any repaired or replacement Goods supplied by the Seller.

 

14 LIMITATION OF LIABILITY

14.1         Nothing in these Conditions shall limit or exclude the Seller’s liability for:

                     (a) Death or personal injury caused by its negligence, or the negligence of its 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;

                (d) Defective products under the Consumer Protection Act 1987; or

     (e) Any matter in respect of which it would be unlawful for the Seller to exclude or restrict liability.

14.2         Subject to Condition 14.1:

     (a) The Seller shall under no circumstances whatsoever be liable to the Buyer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

     (b) The Seller’s total liability to the Buyer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £1.5 million

14.3         WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, NOTHING HEREIN CONTAINED SHALL OPERATE TO EXCLUDE ANY WARRANTY OR CONDITION IMPLIED BY STATUTE IN THE EVENT OF THE BUYER DEALING AS A “CONSUMER” AS DEFINED BY SECTION 2 OF THE CONSUMER RIGHTS ACT 2015. IN SUCH A CASE THE BUYER’S STATUTORY RIGHTS ARE UNAFFECTED BY THESE CONDITIONS.

14.4         The Buyer accepts as reasonable that the Seller’s total liability for defective Goods and delivery of the Goods shall be as set out in these Conditions; in fixing that limit the Company has had regard to the contract price of the Goods, the nature of the Goods, the use they will receive, and the resources available to each party including insurance cover, to meet any liability.

14.5         If any provision or part-provision of this Condition 14 is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Condition 14 shall not affect the validity and enforceability of the rest of this Condition 14.

 

15. FORCE MAJEURE

15.1         The Seller shall not be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from a Force Majeure Event.

15.2         For the purposes of these Conditions, “Force Majeure Event” means any circumstance not within the Seller’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts (other than by the Seller or companies in the same group as the Seller); and interruption or failure of utility service.

 

16. TERMINATION

16.1         Without limiting its other rights or remedies, the Seller may terminate this Contract with immediate effect by giving written notice to the Buyer if:

                     (a) The Buyer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14] days of that party being notified in writing to do so;

     (b) The Buyer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

     (c) The Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or

     (d) The Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

16.2         Without limiting its other rights or remedies, the Seller may suspend provision of the Goods under the Contract or any other contract between the Buyer and the Seller if the Buyer becomes subject to any of the events listed in clause 16.1(a) to clause 16.1(d), or the Seller reasonably believes that the Buyer is about to become subject to any of them, or if the Buyer fails to pay any amount due under this Contract on the due date for payment.

16.3         Without limiting its other rights or remedies, the Seller may terminate the Contract with immediate effect by giving written notice to the Buyer if the Buyer fails to pay any amount due under the Contract on the due date for payment.

16.4         On termination of the Contract for any reason or suspension of provision of Goods under Condition 16.2, the Buyer shall immediately pay to the Seller all of the Seller’s outstanding unpaid invoices and interest.

16.5         Termination of the Contract shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract that existed at or before the date of termination.

16.6         Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

 

17. GENERAL

17.1         Assignment and other dealings

     (a) The Seller may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.

     (b) The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Seller.

17.2         Confidentiality

     (a) Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the Group to which the other party belongs, except as permitted by Condition 17.2(b). For the purposes of this Condition 17.2(a)“Group” means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.

                (b) Each party may disclose the other party’s confidential information:

     (i) To its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Condition 17.2(b); and

     (ii) As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

     (c) Neither party shall use the party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

17.3         Entire agreement

     (a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

     (b) Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.

17.4         Variation

     No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives)

17.5         Waiver

     No failure or delay by a party to exercise any right or remedy provided under the Contract 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. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

17.6         Severance

     If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

17.7         Notices

     (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or email.

     (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in Condition 17.7(a)if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one Business Day after transmission.

     (c) The provisions of this Condition 17.7shall not apply to the service of any proceedings or other documents in any legal action.

17.8         Third party rights

     No one other than a party to the Contract and its permitted assignees shall have any right to enforce any of its terms.

17.9         Governing law

     The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.

17.10       Jurisdiction

     Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute the claim (including non contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.

 

John Nicholls (Trading) Ltd – Terms & Conditions

Conditions of Sales for a Consumer for orders placed via this website

18. Products

18.1         Products All Product images, drawings, descriptive matter, and specifications are for marketing purposes only and indicative of the type and quality of the products we sell, actual products and packaging may differ.

18.2         Every effort is made to display the colours accurately; we cannot guarantee accuracy of digital device’s displays in representing the colour of the Products.

18.3         John Nicholls (Trading) Ltd is not responsible for ensuring that the Products are suitable for your purposes.

18.4         Any representation, condition or warranty implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.

18.5         The Products on Our Site may be supplied to the nearest equivalent measure using metric or imperial sizes, with a 2% tolerance regarding sizes, weights, capacities, dimensions, and measurements.

18.6         Where fine or special tolerances are required, we accept no liability unless such tolerances are notified to The Company at time of your order and we acknowledge, in writing, that we agree to accept your order specifically, including the fine or special tolerances identified.

18.7         If we are making the product to measurements you have given us you are responsible for ensuring that these measurements are correct.

 

19. IF YOU ARE A CONSUMER

19.1         You may only purchase Products from Our Site if You are at least 18 years old. By law, we cannot supply certain Products if You do not satisfy the legal age requirement. The delivery driver or branch member may request a signature and suitable photographic identification upon making the delivery to confirm the Your age.

19.2         The Company only supplies the Products to consumers for domestic and private use. You agree not to use the product for any commercial, business or re-sale purposes.

19.3         We do not in any way exclude or limit our liability for:

- death or personal injury caused by our negligence.

- fraud or fraudulent misrepresentation.

- any breach of the terms implied by section 17 of the Consumer Rights Act (2015).

- any breach of the terms implied by sections 13, 19, 22 and 24 of the Consumer Rights Act 2015.

- defective products under the Consumer Protection Act 1987; or

- any matter in respect of which it would be unlawful for us to exclude or restrict liability.

19.4         The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of The Company’s obligations under a Contract that is caused by an Event Outside Our Control.

19.5         If an Event Outside Our Control takes place, The Company will contact You as soon as reasonably possible to notify You; and The Company’s obligations under a Contract will be suspended and the time for performance and will be extended for the duration of the Event Outside Our Control.

19.6         To cancel a Contract in accordance with The Consumer Contacts Regulations (2014), You must either send an email to The Company, send a letter to our registered office address, or telephone between during The Company Trading Hours.

19.7         You may wish to keep a copy of your cancellation notification for your own records. Your cancellation notice is effective from the date you send the cancellation email, letter, or make the telephone call.

19.8         It is your responsibility to keep your username and password safe. John Nicholls (Trading) Ltd does not accept responsibility for any fraudulent activity on your account.

 

20. HOW THE CONTRACT IS FORMED FOR WEBSITE TRANSACTIONS

20.1         Each order you place is an intent to purchase the products subject to these Terms. The Contract between the Company will only be formed when your order has been accepted and the Order Confirmation has been sent.

20.2         You are solely responsible for ensuring the accuracy of any order you place, including any necessary information relating to the Products or applicable design drawing or specification provided to The Company by You within sufficient time to enable The Company to perform the Contract in accordance with these Terms.

20.3         Any quotation given by The Company is an invitation to treat only and is valid, unless otherwise stated on the quotation itself, for seven days from the date it is given.

20.4         After you place an order, you will receive an acknowledgement that The Company has received your order. Please note that this does not mean that your order has been accepted.

20.5         We will confirm our acceptance to you by sending you an Order Confirmation.

 

20.6         If we are unable to supply you with a Product for whatever reason, we will inform you of this by email and your order will not be processed. If you have already paid for the Products, we will refund you the full amount as soon as possible.

 

21. DELIVERY FOR ORDERS PLACED VIA OUR WEBSITE

21.1         Delivery will be attempted during Company working hours Monday to Saturday and The Company reserves the right to charge additional costs for:

- deliveries by instalments when this has been requested by you;

- deliveries outside of normal working hours, Saturday afternoons, Sundays or any normal bank holidays in England and Wales.

21.2         The Company does not deliver to addresses outside the UK.

21.3         You will be liable for all reasonable related costs including, but not limited to, transport, insurance, and storage costs.

21.4         The quantity of any consignment of Products as recorded by The Company on despatch from our place of business shall be conclusive evidence of the quantity received by You on delivery unless You can provide conclusive evidence proving the contrary.

21.5         You agree that you will be responsible for any additional reasonable costs we incur if your instructions about delivery or the information you have provided to us is incomplete or incorrect.

21.6         Any dates given by The Company for delivery are intended as an estimate only.

21.7         The Company are not liable for reasonable periods of delay of delivery, and if delivery is made within a reasonable time of any estimated delivery date, you are required to accept delivery and pay for the Products in full before you can give The Company reasonable notice in writing of cancellation of the Contract because of unreasonable delay.

21.8         If we are unable to meet the estimated delivery date due to events outside our control, we will contact you with a revised estimated delivery date. If no delivery date is specified to you, delivery will be within a reasonable time.

21.9         Delivery is completed when The Company, our agents, or couriers, deliver the products to the address you gave The Company, or when you, or someone acting on your behalf, collect the Products from our premises.

21.10       Delivery will only be made to the address given by you when placing your order, providing that the delivery is lawful with suitable and safe access.

21.11       If The Company, our agents, or carriers, determine that delivery is not lawful or has suitable and safe access to the delivery address, the delivery will be made to the nearest point which is lawful, suitable, and safe in the sole opinion of The Company, our agents, or couriers’.

21.12       If no one is available at the address to accept delivery, The Company, our agents, or couriers, will leave You a note advising that the Products have been returned to our premises, in which case, you should contact The Company to rearrange delivery. We may charge you for storage costs.

21.13       We reserve the right to charge additional delivery costs if the attempted delivery is required more than once.

21.14       The Company reserve the right to make delivery of products in separate instalments and tender a separate invoice in respect of each instalment. Any failure to deliver any one or more instalments, or any claim by you in respect of any one or more instalments, does not entitle you to treat the Contract as void.

21.15       Unless otherwise stated or agreed in writing, all prices assume delivery in full loads, and You are responsible for providing all necessary labour and equipment to unload the Delivery lawfully, safely, with reasonable speed.

21.16       The Company reserve the right to make an additional charge to you if:

- The delivery vehicle provided by The Company, our agents, or couriers is kept waiting for an unreasonable time.

- The delivery vehicle provided by The Company, our agents, or couriers is unable to successfully complete the delivery.

- The Company, or our agents or carriers, are required to provide additional labour to unload the delivery.

21.17       If You fail to accept or take delivery, or we are unable to deliver any Products because You have not provided appropriate instructions, documents, or consents, we require immediate payment for the products and Risk in the Products shall pass to you.

21.18       The Risk of the Products will be your responsibility from the completion of delivery.

21.19       The Title of the Products only transfers to You once we have received payment in full, including VAT and all applicable delivery charges.

21.20       Until the Title of the Products transfers to You:

- You will, where reasonably practical, store the Products separately from any other products or goods, and provide markings or labels so the Products can be clearly identified as property of the Company;

- You will obtain insurance for the Products to their full market value against all risks and produce a copy of the insurance policy when requested by The Company.

- You will not interfere with any identification marks, labels, batch, or serial numbers on the products.

- You must immediately pay all sums owed to The Company if you fail to comply with any of these provisions.

- The Company reserves the right to recover any or all Products from your possession.

 

22. INSPECTION

22.1         You may inspect the Products at the time of delivery or collection, but you should only remove the packaging or unpack the products to the extent needed to allow for reasonable inspection. You must give The Company written notice of any missing items defective products before any use and within 2 working days of delivery, otherwise you waive any right to reject the products or claim any damages howsoever caused. Where required, you must return and give The Company reasonable time to inspect any defective Products. Otherwise, the Company will assume the Products are free from any Defects upon reasonable inspection and have been accepted.

22.2         If the packaging of your order is damaged, please take photographic evidence before opening and, if the contents of your order are damaged, email the photograph to The Company.

22.3         Do not open the parcel where there has been obvious leakage during transit because could cause damage to other property. The Company does not accept liability for any damage caused to property by leaking parcels during or after delivery.

 

23. PRICING OF PRODUCTS AND DELIVERY CHARGES FOR GOODS PURCHASED ON THIS WEBSITE

23.1         We take reasonable care to ensure that the prices are correct at the time of entering the pricing information onto our system.

23.2         Our Site contains many Products. It is always possible that, despite our reasonable efforts, some of the Products on Our Site may be incorrectly priced.

23.3         We check prices in line with The Company dispatch procedures. If the Product is incorrectly priced on Our Site, we will contact You as soon as possible to inform You of this error and You will have the option of continuing to purchase the Product at the correct price or cancelling your order.

23.4         We will not process your order until we have received your instructions. If we are unable to contact You using the contact details You provided during the order process, we will treat the order as cancelled and notify You in writing.

23.5         However, 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 goods provided to you.

23.6         Product prices may change from time to time, but this will not affect any orders which have been confirmed with an Order Confirmation.

23.7         All prices include VAT, where applicable, at the current rate chargeable in the UK. If the rate of VAT changes between the date of your order and the date of delivery, we will adjust the VAT You pay, unless You have already paid for the Products in full before the change in VAT takes effect.

23.8         All offers and promotions are subject to availability and while stocks last. We reserve the right to change any product and prices without prior notice. Prices and specification are believed to be accurate as of the day of printing. Images are for display purposes only and the product offered may differ in appearance from the one shown in the promotion.

23.9         Product prices do not include delivery charges and delivery charges are as quoted on Our Site or as otherwise notified to You by Us at the time of placing Your order.

 

24. PAYMENT

24.1         The Company accepts debit or credit cards excluding Amex as payment for at the time of your order.

24.2         Payment for the Products and all applicable delivery charges is in advance.

24.3         We will not charge your debit card or credit card until we confirm your order.

24.4         No payment shall be deemed received until we have received cleared funds.

 

25.RETURNS AND REFUNDS IF YOU ARE A CONSUMER

25.1         Under the Consumer Contracts Regulations (2014), You have a legal right to cancel an order if you change your mind or for any other reason you decide you do not want to keep a product. This starts from the date of the Order Confirmation, which is when the contract between you and The Company is formed and ends 14 working days from the day you receive the Products.

25.2         If the order arrives in multiple shipments, the cancellation period ends 14 working days after the last shipment has been delivered.

25.3         Once you have notified The Company of the cancellation, you have 14 working days to return the products.

25.4         However, this cancellation right does not apply in the case of: any made-to-measure or bespoke-made or clearly personalised products as per Your specification.

25.5         You must return the Products to The Company as soon as reasonably possible, and You shall be solely responsible for the return costs. The Company will not reimburse you for any basic delivery charges for the initial delivery of the Products

25.6         If the Products require collection, The Company may at its sole discretion contact you to arrange a suitable time for collection from the deliver address. You will be responsible for The Company’s reasonable collection costs which may be requested in advance.

25.7         The Company reserves its right to deduct from your refund the value of any damage, deterioration or diminution caused to the Product as a result of your handling and conduct of the Product whilst it was in your possession.

25.8         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 an appropriate amount to remedy the diminution or loss caused.

25.9         Under the Consumer Rights Act (2015), You have legal rights to return Products to The Company because they are faulty or mis-described If you wish to exercise these rights:

25.10       You must notify The Company within thirty calendar days, from the date you receive the Products to claim a replacement or full refund for a defective Product, including any basic delivery charges or other reasonable costs you may incur in returning the Product to The Company.

25.11       If You have owned the Product for between thirty calendar days and six months, from the date you receive the goods, You must give The Company one opportunity to replace the product before You can claim a refund.

25.12       If You have owned the product for over six months, from the date you receive the goods, You must give The Company one opportunity to replace the product before You can claim a partial refund, and You must accept the burden of proof to prove the product is faulty.

25.13       Until the Products are returned, You have a legal obligation to keep the Products in your possession, to take reasonable care and endeavour to maintain the Products in the condition they were in when delivered to You.

25.14       We will only pay the costs of return: if the Products are faulty or misdescribed; or if You are ending the contract because We have told You of an upcoming change to the Product or these terms, an error in pricing or description, a delay in delivery due to events outside The Company’s control or because You have a legal right to do so as a result of something The Company has done wrong.

 

26. TERMINATING THE CONTRACT FOR A CONSUMER

26.1         We may end the contract if you break it. We may end the contract for a Product at any time by contacting You if:

- You do not make any payment to The Company when it is due, and You still do not make payment within 7 days of us reminding You that payment is due;

- 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, delivery or quantity information.

- You do not, within a reasonable time, allow Us to deliver the Products to You or collect them from Us;

26.2         If We end the contract in the situations set out in Clause 26.1 We will refund any money you have paid in advance for Products We have not provided but We may deduct or charge You for the net costs We will incur as a result of your breaking the contract.

26.3         We may write to you to let you know that we are going to stop providing the Product/s you have ordered. We will endeavour to provide You with reasonable notice.

 

27. MANUFACTURER GUARANTEES

Some Products come with a manufacturer's guarantee. For details of the applicable Terms & Conditions, please refer to the manufacturer's guarantee provided with the Products.  If You are a consumer, a manufacturer's guarantee is in addition to your legal rights in relation to Products that are faulty or not as described.

 

28. HEALTH AND SAFETY

Some Products could, if incorrectly used, increase risk to health and safety. Information in respect of such Products is available from The Company on request.

When purchasing these Products, you undertake that you will ensure that you will comply with any instructions given by The Company, the manufacturer, or the supplier of the Products, and will take all other necessary steps, measures, and precautions, having regard to the nature of the relevant Products to preserve the health and safety of any person handling, using, or otherwise meeting the Products.

 

29. OUR RIGHT TO VARY THESE TERMS

We may revise these Terms from time to time. Every time you order Products from The Company, you should read the Terms which will apply to the Contract between You and The Company at that time. Every time you order products from The Company, You should read the Terms which will apply to the Contract between You and The Company at that time.

 

30. WHERE YOU CAN GET FURTHER INFORMATION

Our registered office and main trading address is Units 11 & 12 Somerville Court, Adderbury, Oxon, OX17 3SN. Registered in England and Wales under company number 00840103.

If You wish to contact The Company in writing for any reason, you can do this by email to websales@johnnicholls.co.uk, or by sending a letter to our registered office address.

If you wish to contact The Company by telephone for any reason, you can do this on 01295 222333 during The Company Trading Hours.

If we need to contact You or give You notice in writing, we will do so by email or by pre-paid post to the address You provide to The Company in your order.

Further advice about your legal rights in relation to these Terms, and any regulations mentioned within, is available from your local Citizens' Advice Bureau or Trading Standards office.

Nothing in these Terms will affect these legal rights.

You have the right to make a complaint at any time to the Chartered Trading Standards Institute (CSTI) (https://www.tradingstandards.uk/). We would, however, appreciate the chance to deal with your concerns before You approach the ICO so please contact The Company in the first instance.

We will only use your personal information as set our in our Privacy Policy www.johnnichoillstrade.co.uk