Terms & Conditions - May 2021
Toolfix Joinery & Construction Supplies Ltd
Please read these terms and conditions carefully. Your attention is drawn to points 5, 8 & 9.
If you are a consumer (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976) we recognise that you may have additional rights under statute if we fail to carry out our obligations to you and for the return of defective goods and confirm your statutory rights are not affected by these terms.
1. Our Contract
1.1 In these terms “we”, “us” or “the Company” means Toolfix Joinery & Construction Supplies Ltd (No. 8594127) of Pentagon House, Newark Road, Peterborough, PE1 5UA, specified in the contract for the sale of goods to you; “you” means the person, firm or company who purchases the goods from us; and “our” and “your” shall be construed accordingly and “contract” means any order which has been accepted by us. Our VAT number is 478 1585 06.
1.2 When we refer, in these terms, to “in writing”, this will include e-mail.
1.3 All orders placed by you and purchases of goods from us (whether by telephone, via our website or by such other means as we may permit) are on the basis of these Terms and Conditions to the exclusion of all other terms (including any which you purport to apply) unless expressly agreed in writing in advance by one of our Directors. They are subject to acceptance by us either (as applicable): (i) by delivery of the goods to you; or (ii) by providing the goods you have purchased to you at our Call & Collect collection point, at which point a legally binding contract is constituted between you and us.
1.4 Each order or acceptance of a quotation for goods and/or services by you shall be deemed to be an offer by you to buy goods subject to these terms. The processing of your payment and acknowledgment of your order (including sending you an email confirming your order is being processed) does not constitute legal acceptance of your order.
2. Description of Goods
2.1 The quantity and description of the goods are set out in our quotation or confirmation of order. We may supply goods in either metric or imperial sizes in the nearest equivalent measure and goods may be charged in metric allowing for conversion.
2.2 Goods supplied will conform to manufacturer’s specification. No other specification, descriptive material, written or oral representation, correspondence or statement or promotional or sales literature shall form part of or be incorporated in these conditions. Each order shall be considered a separate order and we are unable to guarantee that further orders for the same goods will match the previous order.
2.3 Any typographical error or clerical omission in any sales literature, quotation, price list or other document issued by us may be corrected without liability on our part.
3.1 On our website, you may place an order to purchase a product advertised for sale by following the onscreen prompts after clicking on the item you wish to purchase. You will have an opportunity to check and correct any input errors throughout the order process. Once you click the “next” button on checkout page, no further amendments can be made.
3.2 All orders placed by you and purchases of goods by you from us, are subject to acceptance by us (as described in clause 1.3). We may choose not to accept your order or purchase for any reason and will not be liable to you or to anyone else in those circumstances.
3.3 Orders for specially manufactured items are subject to a supply of ±10% of order quantity. No order for specially manufactured items shall be cancelled (as described in clause 8.1).
3.4 Where we accept your order, we have a legal duty to supply goods that are in conformity with these Terms and Conditions.
4. Price & Payment
4.1 The price payable for the goods you order or purchase which are available in stock is as set out on our website or as a previously agreed price dictated by your account terms at the time you submit your order, plus any charges for delivery as advised to you. The price for the goods shall be exclusive of any value added tax, which shall be payable by you at the rate applicable at the tax point. Goods will be invoiced on the date of despatch. Prices may vary for any goods which are out of stock at the time an order is placed and may be applicable to supplier price increases.
4.2 Occasionally, an error may occur and goods may be either incorrectly priced or described in which case we will not be obliged to supply the goods at the incorrect price or in accordance with the incorrect description or at all. We reserve the right to correct any errors from time to time. We will (at our discretion) either cancel your order and refund the price you have paid or use reasonable endeavours to contact you and ask you whether you wish to continue with the order at the correct price or correct description. If we are unable to contact you or you do not wish to continue with the order at the correct price or correct description, we will cancel your order and refund the price you have paid.
4.3 If you are a consumer, we must receive payment for the whole of the price of the goods you order and purchase, and any applicable charges for delivery, before your order can be processed unless we have agreed otherwise in advance in writing.
4.4 For website orders, payment can be made by most major credit or debit cards or PayPal, by completing the relevant details on the checkout page.
4.5 By using a credit/debit card to pay for your order or purchase, you confirm that the card being used is yours or that you are authorised to use it. By using PayPal you confirm that the PayPal account being used is yours.
4.6 All credit/debit card holders are subject to validation checks and authorisation by the card issuer. All PayPal payments are subject to authorisation by PayPal. If the issuer of the card or PayPal refuses to authorise payment we will not accept your order or purchase, we will not be obliged to inform you of the reason for the refusal, and we will not be liable for the item not being delivered or provided to you. We are not responsible for the card issuer or bank charging the holder of the card as a result of our processing of your credit/debit card payment in accordance with your order or purchase or if PayPal charges you for making the order.
4.7 We recommend that you do not communicate your payment card details or PayPal details and password to anyone, including us, by email. Subject to clause 9.9, we cannot be responsible for any losses you may incur in transmitting information to us by internet link or by email. Any such loss shall be entirely your responsibility.
4.8 If you are a trade customer, you are responsible for all orders placed by your employees and for any purchases made on cards issued to you. We are not bound by any individual order limit you may impose on your employees.
4.9 If you have a credit account, unless agreed in writing payment for goods supplied during a month on a credit account shall be due and paid in full in one payment not later than the last day of the month following the date of invoice.
4.10 Without prejudice to any other rights of the Company, it shall have the right to claim interest on any sums which remain unpaid on the due date at the rate permitted from time to time by the Late Payment Commercial Debts Regulations 2002 (or by any regulations replacing or modifying the same.)
4.11 In the event of the Purchaser ceasing to trade for any reason, its directors, partners or proprietors accept, if more than one jointly and severally, personal liability for payment of all sums due to the Company.
4.12 Credit account customers agree:
(a) to accept a surcharge of £15.00 (+ vat) payable forthwith if a cheque in settlement or part settlement of an invoice is dishonoured for any reason.
(b) that where goods are supplied on credit the minimum invoice value shall be £25.00 (+ VAT) per calendar month.
4.13 Credit accounts are opened at our discretion and are subject to satisfactory references. We will set a maximum amount of credit allowable upon each account and withdraw credit facilities at any time without explanation. Payments made to an account may at our discretion restore your ability to borrow again (in which case it shall be up to the limit). You agree that we may obtain, retain, and provide to third parties, references as to your financial standing. Any change in the constitution of your organisation must be notified to us in writing prior to it occurring in order that credit facilities to the reconstituted organisation may be put in place, subject always to our discretion and our confirmation in writing. Until new credit facilities are agreed, the existing entity and any new entity shall be jointly and severally liable for any debt due to us.
4.14 Credit account terms are given subject to regular activity on the account and adherence to these Conditions of Sale. Failure to comply with either of these will result in the account automatically reverting to ‘Cash Sale’ status, at the discretion of the Company.
4.15 The format of our invoice and statements to you will solely be dictated by us.
5. Delivery & Title
5.1 Unless you choose to collect the goods from our premises during our normal opening hours (via our Call & Collect service) and except in exceptional circumstances (as contemplated in clause 11), we endeavour to meet an estimated date for delivery of goods and accept no legal obligation to deliver by such date. The Company shall not be liable for any loss to the Purchaser resulting from any failure to deliver by such date, howsoever caused. We reserve the right to deliver an order in instalments by separate delivery shipments.
5.2 Before placing your order, please refer to the delivery information set out on our website to ensure that we can deliver to your address. A valid signature may be required on collection or delivery. 5.2.1 In any event or circumstance beyond our reasonable control (as contemplated in clause 11), delivery partners may change the terms for what is deemed as an accepted delivery (including, without limitation, delivery driver signature and/or a photograph of the package at the place of delivery as proof of delivery).
5.3 The Company reserves the right to charge carriage on any order that is below the Company’s carriage-paid order limit from time to time or which is for goods which are unusually heavy, bulky, fragile, large or for which the Company has incurred additional cost in effecting delivery.
5.4 We shall not be liable for any shortages in quantity delivered or breakages unless you give written notice to us within 3 working days of delivery. In any event our liability shall be limited to making good the shortfall or (at our option) issuing a credit note or refund at the pro rata contract rate against any invoice raised for such goods. We strongly suggest that you do not schedule or commence any installation work until after you have received your order and checked all the goods are suitable for your purposes and do not have any defects or missing parts. Any damage sustained during delivery is subject to our carrier partner’s terms and conditions.
5.5 You must do all that you reasonably can to enable delivery to take place at the given time and place. If you delay delivery, or delivery fails because you have not taken appropriate steps, we will try to arrange for an alternative delivery date within 7 days of the failed delivery. If delivery fails as a result of circumstances within your reasonable control, the cost of any re-delivery shall be borne by you. If we are unable to arrange a date for re-delivery we may cancel your order and refund to you the price that you have paid for the goods.
5.6 Without prejudice to clause 5.4, upon delivery of the goods to you or collection of the goods by you, the goods shall be at your risk and responsibility. In spite of delivery or collection, ownership (also known as “title”) in the goods shall not pass to you until you have paid the price for the goods in full and, where other sums payable to us from you are overdue, you have paid those sums too. Until title in the goods passes from us to you, you shall: (i) not be entitled to use the goods; (ii) safely hold the goods for us; (iii) return the goods to us immediately if we ask you to; and (iv) be liable to us for any loss, damage or destruction of the goods. In addition, until title in the goods passes from us to you, you shall store the goods at your own cost separately from all other goods in your possession and marked in such a way that they are clearly identified as our property. You grant us an irrevocable licence to enter, with or without vehicles, any of your premises for the purpose of inspecting or repossessing the goods.
5.7 You may order products from outside of the UK, however we do not deliver to addresses outside the Mainland UK.
6.1 All goods are subject to availability. While we endeavour to hold sufficient stock to meet all orders and purchases, if we have insufficient stock to supply or deliver the goods ordered and paid for by you, we will attempt to contact you using the details you have provided to us to ask you how you wish to proceed. We may, at our discretion, process any part of the order which is available. Where goods are out of stock, we will refund you the price paid for such goods as soon as possible and in any case within 14 days.
7. Manufacturer's Warranties & Guarantees
7.1 The Company gives no warranty and accepts no liability regarding suitability or fitness for purpose, performance, use, quality or merchantability of the goods, whether expressed or implied. Some of our goods are sold with a manufacturer’s warranty, guarantee or similar assurance. Any complaint, query or claim under a manufacturer’s warranty, guarantee or similar assurance must be made direct to the manufacturer and we do not have any responsibility or liability under or in connection with any such warranty, guarantee or assurance.
7.2 Any manufacturer’s warranty, guarantee or similar assurance applies in addition to your legal rights if you are a consumer.
7.3 Some products may feature an extended manufacturer’s warranty. These may need to be registered within a specified timeframe from date of purchase – see the product documentation for more information.
8. Cancellations and Returns
8.1 To exercise your right to cancel, you may inform us of your decision to cancel by post, phone or email. We may, at our discretion, accept or reject the cancellation of any contract or the return of any goods not required. Any such cancellation or return shall be on such terms as we specify and in particular we may charge you a handling fee and all costs incurred on cancelled or returned orders. No order for specially manufactured items shall be cancelled.
8.2 We reserve the right to make a deduction from the amount of the refund for loss in value of the goods returned where the goods show signs of unreasonable use; for these purposes, unreasonable use includes handling the goods beyond what is necessary to establish the nature, characteristics and functioning of the goods. We may withhold any refund until we have received the goods or you have supplied proof of return for the goods.
8.3 Where you are a consumer under a “distance contract” (both as defined in the Consumer Contracts (Information, Cancellation & Additional Charges) Regulations 2013) you may cancel a contract within fourteen days after the date the goods are delivered. You must return the goods or request us to collect the goods, at your cost. This term shall not apply to any goods specially obtained or made for you or which are liable to deteriorate or expire rapidly. Any refund will not include delivery charges (where relevant).
8.4 On cancellation for whatever reason, where you have received the goods you must return the goods to us (together with the original packaging in merchantable condition) without undue delay and in any event within 14 days after the day of the cancellation at your cost (subject to clause 9.1), unless we agree that you may dispose of them, in which case please comply with the manufacturer’s instructions before disposing of hazardous goods. You must return goods with all components and also any promotional items received (including free gifts) or discounted additional products.
8.5 We will refund you using the same means of payment as you used to pay for your order or purchase.
8.6 We shall be entitled to cancel or suspend a contract if you fail to pay us any sum due pursuant to the contract (whether or not any part of your account is subject to query) or any of the following events occurs or we believe is likely to occur:
(a) you have a bankruptcy order made against you or make an arrangement or composition with your creditors, or otherwise take a benefit for the relief of insolvent debtors; or
(b) you convene a meeting of creditors or enter into liquidation; or
(c) you have a receiver and/or manager, administrator or administrative receiver appointed over your undertakings or any part;
(d) a resolution is passed or a petition presented to any court for your winding-up or for the granting of an administration order in your respect, or any proceedings are commenced relating to your insolvency or possible insolvency; or
(e) you suffer or allow any execution, whether legal or equitable, to be levied on your property or obtained against you, or
(f) you are unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 or you cease to trade; or
(g) any event similar to the above occurs; or
(h) you fail to observe or perform any of your obligations under the contract or any other contract between us and you; or
(i) you encumber or in any way charge any of the goods.
9.1 If any goods are defective, we or the manufacturer shall (at our option) repair or replace such goods (or the defective part) or refund the price of such defective goods at the pro rata contract rate provided that:
(a) you give us written notice of the defect within 7 days of the date of delivery or, in the case of a defect which is not discoverable upon reasonable examination, within 7 days of the time when you discover or ought to have discovered the defect;
(b) we are given a reasonable opportunity after receiving notice to examine such goods (in situ) and (if asked to do so by us) you return such goods to our place of business for the examination to take place there;
(c) you do not make any further use of such goods after giving such notice;
(d) the defect is not due to wilful damage, negligence (other than ours), fair wear and tear, alteration or repair of such goods without our prior written consent or incorrect storage, application, movement, installation, commissioning, use or maintenance of the goods (other than by us); and
(e) the defect is not due to any act or omission of you, your agents or contractors.
9.2 Our entire liability for defective goods and services is set out in 9.1 and in particular we shall not be responsible for either the cost of removing the goods from any place where they are installed or fixed (or making good the place after removal) or for the cost of installing or fixing any repaired or replacement goods unless due to our defective service.
9.3 On request, we will provide information about any manufacturer’s guarantee offered and available to you in respect of the goods but we are not legally responsible for any obligation under manufacturer’s guarantees.
9.4 Save as expressly set out in these terms, all warranties and other terms implied by statute or common law (save for the term implied as to title) are, to the fullest extent permitted by law, excluded from the contract.
9.5 If you purchase goods from us as a consumer (which means anyone who acts outside the course of their business, trade or profession), to the extent not prohibited by law, we accept no liability for any: 9.5.1 loss which is not foreseeable (loss is foreseeable if it was an obvious consequence of our breach or if it was contemplated by you and us at the time you and we entered into our contract); 9.5.2 loss which arises when we are not at fault or in breach of these Terms and Conditions; and 9.5.3 business loss (which includes loss of profits, loss of business, contracts, goodwill, business opportunity and other similar losses, as well as business interruption).
9.6 If you are a trade customer, we shall have no liability to compensate you (whether in contract, tort (including negligence), breach of statutory duty or otherwise), other than any refund we make under these Terms and Conditions or otherwise at our discretion.
9.7 Without prejudice to clause 9.6, if you are a trade customer, we shall not be liable to you (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for any: (i) loss of profits, business, contracts, goodwill, business opportunity and other similar losses, or any business interruption; or (ii) indirect or consequential loss, neither will we be liable to you for any other loss which is not a foreseeable consequence of us being in breach of these Terms and Conditions or our legal duties.
9.8 If you are a trade customer, you acknowledge and agree that these Terms and Conditions constitute the entire and only agreement between us.
9.9 Nothing in these Terms and Conditions is intended to affect your legal rights if you are a consumer, nor is it intended to exclude or limit our liability to you for fraud, fraudulent misrepresentation, for death or personal injury resulting from our negligence or for any other liability which cannot be limited or excluded as a matter of applicable law.
9.10 Goods are intended for use in the UK only and we cannot confirm that the goods comply with any laws, regulations or other standards applicable outside the UK. All goods are sold in accordance with the manufacturer’s specifications and are subject to any qualifications, representations or instructions contained in the documentation associated with the goods.
9.11 If you are a trade customer and subject to clause 9.9, we will not be responsible to you or, in the event that you are undertaking work for another person, to any other person, for the use or installation of any goods by you. Accordingly, if you are a trade customer, you hereby agree to hold us harmless from and indemnify us against any liability associated with, any claim or allegation that we are responsible for any failings in the installation or use of goods that we supply.
10. Age Requirements for Specific Goods
10.1 Where you place an order for or otherwise purchase age-restricted goods such as solvents, knives, and knife blades etc, you confirm that you are over the age of 18 and that (where applicable) delivery will be accepted by a person over the age of 18. We reserve the right to cancel your order or purchase if we reasonably believe you do not meet the age restrictions for certain goods.
11. Events Beyond Our Control
11.1 We shall have no liability to you for any failure or delay in supply or delivery or for any damage or defect to goods supplied or delivered hereunder or for any other liability, in each case that is caused by any event or circumstance beyond our reasonable control (including, without limitation, accidents, extreme weather conditions, fire, explosion, flood, storm, earthquake, natural disaster, failure of telecommunications networks, inability to use transport networks, mechanical failures, acts of God, terrorist attack, war, civil commotion, riots, strikes, lockouts and other industrial disputes, acts or restraints of Government, and imposition or restrictions of imports or exports).
12. Health and Safety
12.1 Certain goods supplied by us could, if incorrectly used, give rise to risks to health and safety. Information in respect of such goods is available from us. You undertake that you will ensure compliance by your employees, agents and customers with any instructions given by us or the manufacturer or our supplier and will take any other steps or precautions, having regard to the nature of the goods, as are necessary to preserve the health and safety of any person handling, using or disposing of them.
13.1 You will be responsible for the disposal of any waste arising from the goods and will comply with all applicable laws, regulations and waste management licences relating to such waste, including the appropriate disposal by you of any goods marked with a crossed out wheelie bin symbol, save where you are a consumer and it is our responsibility at law. You will indemnify us against all costs, claims, liabilities and expenses arising from any breach by you of this provision.
14. Compliance with Bribery Legislation
14.1 You agree that you will not, in connection with the goods or services to be supplied under this contract, bribe or attempt to bribe us, or any of our employees, agents or affiliates nor cause us to be in violation of any applicable bribery or anti money laundering laws. We may terminate the contract in the event of your breach of this clause. You shall indemnify us against all liabilities, costs, expenses, damages, claims, demands and losses suffered or incurred by us arising out of or in connection with any breach of this clause, whether or not the contract has been terminated.
15.1 Any notices given pursuant to or in relation to the contract shall be in writing and addressed to the party concerned at its principal place of business or last known address. Any notice shall be deemed delivered two days after posting or on the next working day after e-mail or fax transmission.
15.2 Any provision of the contract found to be invalid or unenforceable shall, to such extent, be deemed severable and the remaining provisions of the contract shall continue in full force and effect.
15.3 No waiver by the Company, in any one or more instance, in insisting on its rights under these conditions shall be constructed as a future waiver or relinquishment of its rights and your acceptance of all the Company’s conditions of sale shall continue in full force and effect.
15.4 You shall not be entitled to assign or subcontract any of your rights or obligations under the contract.
15.5 Save for any member company of Company who shall be entitled to enforce any provision of the contract, no person who is not a party to the contract shall have a right to enforce any term of the contract which expressly or by implication confers a benefit on that person.
15.6 Any dispute or claim arising in connection with the contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts. You and we both agree to that the courts of England and Wales will have non-exclusive jurisdiction. However if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland. If you are a resident of Scotland then the contract shall be construed in accordance with Scottish law and shall be subject to the exclusive jurisdiction of the Scottish courts.
16. Contact Details
16.1 If you wish to place an order, cancel or discuss your order, or make a complaint with respect to your order, please contact us by post at Toolfix Joinery & Construction Supplies Ltd, Pentagon House, Newark Road, Peterborough, PE1 5UA, by phone on 01733 347348, or by email at [email protected]
Any phone-calls to Toolfix Joinery & Construction Supplies Ltd may be monitored or recorded for training and resolution purposes.