Terms & Conditions of Website Usage

TERMS AND CONDITIONS

PLEASE NOTE – WE SUPPLY DIRECT TO BUSINESS ONLY AND DO NOT SUPPLY GENERAL CONSUMERS. IF YOU ARE A CONSUMER, OR PURCHASING FOR YOUR OWN PERSONAL USE PLEASE CONTACT US TO DISCUSS HOW WE MAY BE ABLE TO HELP.

1. INTERPRETATION
1.1. Definitions. In these Conditions, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 13.7.
Contract: the contract between Springfield and the Customer for the supply of Goods and/or Services in accordance with these Conditions.
Customer/you/your: the person or firm, listed in the Order, who purchases the Goods and/or Services from Springfield.
Goods: the goods (or any part of them) set out in the Order.
Goods Specification: any specification for the Goods, including any relevant plans or drawings, that is agreed in writing by the Customer and Springfield.
Order: the Customer's order for the supply of Goods and/or Services, as completed via the Website.
Services Specification: the description of the Services as outlined in the Order or as agreed in writing between the parties.
Springfield/we/us/our: Springfield Supplies and Projects Limited registered in England and Wales with company number 09473225.
Website: the website found at www.springfieldsupplies.com
1.2. Construction. In these Conditions, the following rules apply:
1.2.1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2. a reference to a party includes its personal representatives, successors or permitted assigns;
1.2.3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.5. a reference to writing or written includes faxes and, unless stated, email.
2. BASIS OF CONTRACT
2.1. Our shopping pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process.
2.2. After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 7.3.
2.3. We will confirm our acceptance to you by sending you confirmation that the Goods have been dispatched (Dispatch Confirmation). The Contract between us will only be formed when we send you the Dispatch Confirmation.
2.4. If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our site as referred to in clause 13.5, we will inform you of this by e-mail and we will not process your order. If you have already paid for the Goods, we will refund you the full amount including any delivery costs charged as soon as possible.
3. GOODS
3.1. The Goods are described in Springfield's catalogue, brochures and/or website.
3.2. Springfield reserves the right to amend the specification of the Goods at its sole discretion.
3.3. The images of the Goods in our catalogue, brochures and/or website are for illustrative purposes only. Although we have made every effort to display the colours accurately, we cannot guarantee that your computer's display of the colours accurately reflect the colour of the Goods. Your Goods may vary slightly from those images.
3.4. Our Website contains a large number of Goods. It is always possible that, despite our reasonable efforts, some of the Goods on our Website may be incorrectly priced. If we discover an error in the price of the Goods you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Goods at the correct price or cancelling your order. We will not process your order until we have 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. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Goods to you at the incorrect (lower) price.
4. DELIVERY OF GOODS
4.1. Springfield shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after Springfield notifies the Customer that the Goods are ready.
4.2. Delivery of the Goods shall be completed on the Goods' arrival at the Delivery Location.
4.3. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Springfield shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer's failure to provide Springfield with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
5. QUALITY OF GOODS
5.1. Springfield warrants that on delivery the Goods shall:
5.1.1. conform in all material respects with their description; and
5.1.2. be free from material defects in design, material and workmanship.
5.2. Subject to clause 5.3, if:
5.2.1. the Customer gives notice in writing within a reasonable time, and no later than 1 month after delivery of the Goods, that some or all of the Goods do not comply with the warranty set out in clause 5.1;
5.2.2. Springfield is given a reasonable opportunity of examining such Goods; and
5.2.3. the Customer (if asked to do so by Springfield) returns such Goods to Springfield's place of business at the Customer's cost,
Springfield shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3. Springfield shall not be liable for the Goods' failure to comply with the warranty in clause 5.1 if:
5.3.1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 5.2;
5.3.2. the defect arises because the Customer failed to follow Springfield's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
5.3.3. the Customer alters or repairs such Goods without the written consent of Springfield;
5.3.4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
5.3.5. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
5.4. Except as provided in this clause 5, Springfield shall have no liability to the Customer in respect of the Goods' failure to comply with the warranty set out in clause 5.1.
6. TITLE AND RISK
6.1. The risk in the Goods shall pass to the Customer on completion of delivery.
6.2. Title to the Goods shall not pass to the Customer until Springfield receives payment in full (in cash or cleared funds) for the Goods, in which case title to the Goods shall pass at the time of payment.
6.3. Until title to the Goods has passed to the Customer, the Customer shall:
6.3.1. Not remove, deface or obscure any identifying mark on or in relation to the Goods;
6.3.2. Maintain the Goods in satisfactory condition and keep them insured against all risks for its full price and from the date of delivery; and
6.3.3. Notify Springfield immediately if it becomes subject to any of the events listed in clause 11.1.
6.4. Springfield may recover any Goods in which title has not passed to the Buyer. The Buyer irrevocably licenses Springfield, its officers, employees and agents, to enter any premises of the Buyer (including with vehicles), in order to satisfy itself that the Buyer is complying with the obligations in clause 6.3 and to recover any Goods in which title has not passed to the Buyer.
7. SUPPLY OF SERVICES
7.1. Springfield shall provide the Services to the Customer in accordance with the Service Specification in all material respects.
7.2. Springfield shall use all reasonable endeavours to meet any performance dates for the Services agreed between the parties in writing, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
7.3. Springfield shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
7.4. Springfield warrants to the Customer that the Services will be provided using reasonable care and skill.
8. CUSTOMER'S OBLIGATIONS
8.1. The Customer shall:
8.1.1. ensure that the terms of the Order and (if submitted by the Customer) the Goods Specification are complete and accurate;
8.1.2. co-operate with Springfield in all matters relating to the Services;
8.1.3. provide Springfield, its employees, agents, consultants and subcontractors, with access to the Customer's premises, office accommodation and other facilities as reasonably required by Springfield to provide the Services;
8.1.4. provide Springfield with such information and materials as Springfield may reasonably require to supply the Services, and ensure that such information is accurate in all material respects;
8.1.5. prepare the Customer's premises for the supply of the Services;
8.1.6. obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start; and
9. CHARGES AND PAYMENT
9.1. Charges for the Services will be as agreed in writing or in the Order.
9.2. Springfield reserves the right to:
9.2.1. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Springfield that is due to:
9.2.1.1. any factor beyond the control of Springfield (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
9.2.1.2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the Goods Specification; or
9.2.1.3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Springfield adequate or accurate information or instructions in respect of the Goods.
9.3. Unless otherwise agreed, payment shall be made for all Goods and Services via the Website in advance.
9.4. If, however, we agree with you, in writing, to enable you pay under invoice terms:
9.4.1. In respect of Goods, we shall invoice you on or at any time after completion of delivery.
9.4.2. In respect of Services, we shall invoice the you upon the completion of the Services or, if the Services are to be provided on a continued basis, monthly in arrears.
9.5. Unless otherwise agreed in writing, the Customer shall pay each invoice submitted by Springfield:
9.5.1. within 30 days of the date of the invoice;
9.5.2. in full and in cleared funds to a bank account nominated in writing by Springfield, and
9.5.3. time for payment shall be of the essence of the Contract.
9.6. All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Springfield to the Customer, the Customer shall, on receipt of a valid VAT invoice from Springfield, pay to Springfield such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
9.7. If the Customer fails to make any payment due to Springfield under the Contract by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Bank of England's 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 Customer shall pay the interest together with the overdue amount.
9.8. The Customer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding except as required by law. Springfield may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by Springfield to the Customer.
10. LIMITATION OF LIABILITY
10.1. Nothing in these Conditions shall limit or exclude Springfield's liability for:
10.1.1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2. fraud or fraudulent misrepresentation;
10.1.3. breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
10.1.4. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
10.1.5. defective products under the Consumer Protection Act 1987.
10.2. Subject to clause 10.1:
10.2.1. Springfield shall under no circumstances whatever be liable to the Customer, 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
10.2.2. Springfield's total liability to the Customer 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 the monies paid to Springfield under this Contract.
10.3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.4. This clause 10 shall survive termination of the Contract.
11. TERMINATION
11.1. Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.1.1. the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
11.1.2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
11.1.3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
11.1.4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
11.1.5. the other party (being an individual) is the subject of a bankruptcy petition or order;
11.1.6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
11.1.7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
11.1.8. the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
11.1.9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
11.1.10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 11.1.2 to clause 11.1.9 (inclusive);
11.1.11. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;
11.1.12. the other party's financial position deteriorates to such an extent that in Springfield's opinion the Customer's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
11.1.13. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
11.2. Without limiting its other rights or remedies, Springfield may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment.
11.3. Without limiting its other rights or remedies, Springfield may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Springfield if the Customer fails to pay any amount due under this Contract on the due date for payment, the Customer becomes subject to any of the events listed in clause 11.1.2 to clause 11.1.13, or Springfield reasonably believes that the Customer is about to become subject to any of them.
11.4. On termination of the Contract for any reason:
11.4.1. the Customer shall immediately pay to Springfield all of Springfield's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, Springfield shall submit an invoice, which shall be payable by the Customer immediately on receipt;
11.4.2. the Customer shall return all of Springfield property which has not been fully paid for. If the Customer fails to do so, then Springfield may enter the Customer's premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
11.4.3. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
11.4.4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12. FORCE MAJEURE
12.1. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of Springfield including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Springfield or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
12.2. Springfield shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12.3. If the Force Majeure Event prevents Springfield from providing any of the Services and/or Goods for more than 3 months, Springfield shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Customer.
13. GENERAL
13.1. Assignment and other dealings.
13.1.1. Springfield may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party.
13.1.2. The Customer shall not, without the prior written consent of Springfield, assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Contract.
13.2. Notices.
13.2.1. Any notice or other communication given to a party under or in connection with this 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 or sent by prepaid first-class post or other next working day delivery service, or by commercial courier or fax. For the avoidance of all doubt, service of proceedings under the Contract may not be issued by email.
13.3. 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.
13.4. Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor prevent or restrict its 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.
13.5. No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
13.6. Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.7. Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by Springfield.
13.8. Governing law. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
13.9. Jurisdiction Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
13.10. Once goods have been ordered and paid for through the website system, Orders cannot be cancelled