Spandex Ltd Standard Terms and Conditions of Sale for the online sale of goods
1.1. In these Conditions:
“Buyer” means the person who purchases the Goods from the Seller
“Conditions” means these standard terms and conditions of sale
“Contract” means the contract for the purchase and sale of the Goods
“Goods” means the goods (including any instalment of the goods or any parts of them) which the Seller is to supply in accordance with these Conditions
“Seller” means Spandex Ltd (registered number 01266024) of 1600 Park Avenue, Aztec West, Bristol BS32 4UA, United Kingdom
1.2. Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3. The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. Basis of the Sale
2.1. These Conditions apply to all transactions for the sale of Goods on this website, to the exclusion of any other terms and conditions. This does not affect the Buyer's statutory rights or consumer rights if it is a consumer.
2.2. No variation to these Conditions shall be binding unless agreed in writing between the authorised representatives of the Buyer and the Seller.
2.3. The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in writing. The Buyer acknowledges that when placing an order it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4. Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not published on the website or confirmed separately in writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly to the extent permitted by law the Seller shall not be liable for any such advice or recommendation which is not so published or confirmed.
2.5. Any typographical, clerical or other error or omission in any website sales literature, price list, acceptance of offer, invoice or other document or information published or issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3. Orders and Specifications
3.1. Each order for the Goods placed by the Buyer with the Seller will be deemed to be an offer by the Buyer to purchase Goods subject to these Conditions. All offers are subject to acceptance and the Seller may decline any offer without liability to the Buyer or anyone else.
3.2. On submission of an order, the Seller will send the Buyer an email order acknowledgement containing an order reference number. The processing of the Buyer's payment and any acknowledgement of the Buyer's order shall not be deemed to be an acceptance of such order. No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until the Seller has sent an email confirmation stating that the Goods have been dispatched to the Buyer.
3.3. The quantity of the Goods supplied shall be those set out in the Buyer's order.
3.4. The specification for the Goods shall be as set out on this website, provided that the Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory requirements or which do not materially affect their quality or performance. The Seller cannot guarantee that the appearance and/or colours of Goods shown on this website exactly reproduce the appearance and/or colours of the physical products themselves. All sizes quoted are approximate.
3.5. Once an order has been submitted it may not be cancelled by the Buyer except in accordance with the Seller's returns policy.
3.6. Any roll media less than 5 metres in length and any colour change wrapping films of any length are non-refundable.
Wrap films include 3M™ Series 3080 and 1080, Avery® Supreme Wrap, Intermediate Wrap and Conformable Chrome, Arlon Ultimate PremiumPlus™ Extreme Wrap including Chrome and Speciality Textured Film and Oracal® 975 and 970RA.
3.7. The Seller aims to dispatch all orders for stock items that it is able to accept within 7 days of the order being made. The Buyer should contact the Seller if it has not received a confirmation of dispatch after this time.
3.8. If an order contains Goods which are not available from stock, the Seller will contact the Buyer by e-mail or by telephone to discuss how it wishes to proceed. The Buyer will have the option to wait until the Goods are available from stock, or cancel the order in accordance with the Seller's returns policy.
4. Price of the Goods
4.1. The price for the Goods is as set out on this website at the time the Buyer's order is placed, however occasionally an error may occur and the Goods may be mispriced. If the Seller discovers a pricing error it will, at its discretion, either contact the Buyer to ask whether it wishes to continue with the order at the correct price or notify the Buyer that the order has been cancelled. The Seller will not be obliged to supply Goods at the incorrect price.
4.2. Prices that are reduced for sales and promotions are only valid for the specified period. The Seller is not obliged to honour any sales and promotions that are only accessible on cached or redundant webpages and not accessible through ordinary navigation of this website.
4.3. Except as otherwise expressly agreed, all prices for the Goods are exclusive of value added tax and delivery charges, which the Buyer will pay in addition to the price when it is due to pay for the Goods.
5. Terms of Payment
5.1. The total cost of the Buyer's order is the price of the Goods, and any delivery charge as set out on this website, plus any applicable taxes.
5.2. Payment shall be made at the point of submitting an order. The Seller will accept payment by credit cards, including Visa, Mastercard and International Maestro credit cards.
5.3. The Buyer confirms that the credit card account being used to make payment belongs to the Buyer. All credit card holders are subject to validation checks and authorisation by the card issuer. If the issuer of the card refuses to authorise payment the Seller will not accept the order and the Seller will not be liable for any delay or non-delivery and is not obliged to inform the Buyer of the reason for the refusal.
5.4. The Seller is not responsible to the Buyer for any card issuer or bank charging you as a result of the Seller processing the credit card payment in accordance with the Buyer's order.
5.5. No payment will be deemed to have been made until the Seller has received cleared funds.
6.1. The Seller will deliver the Goods in accordance with the Buyer's order usually within the stated delivery time and, subject to Condition 3.7, no more than 30 days from the date of submission of the Buyer's order. In addition to the Buyer's rights under the Seller's returns policy, in the event that the Seller has not delivered the Goods within 30 days of submitting the order the Buyer will have the option of cancelling the order by notifying the Seller accordingly, prior to delivery.
6.2. Before placing an order, the Buyer should ensure that the Seller is able to deliver to the Buyer's address. A valid signature may be required on delivery.
6.3. Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused. Subject to Condition 6.1, time for delivery shall not be of the essence.
6.4. The Buyer must notify the Seller immediately if it has not received all the Goods within the stated delivery time.
6.5. Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.6. If the Seller fails to deliver the Goods for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar Goods to replace those not delivered over the price of the Goods.
6.7. Subject to Condition 6.8, any claim by the Buyer for non or incorrect delivery (whether or not delivery is refused by the Buyer) must be notified to the Seller in accordance with the Seller's returns policy. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer is not entitled to reject the Goods.
6.8. Condition 6.7 does not affect any rights the Buyer may have under the Consumer Protection (Distance Selling) Regulations 2000 ("DSRs"). Where the Buyer is a consumer for the purposes of the DSRs:
6.8.1. The Buyer shall be entitled to cancel the Contract at any time up to 7 working days after receipt of the Goods by giving notice in writing to the Seller at the address, fax number or email address given in the order acceptance email, giving details of the order and its delivery.
6.8.2. If the Buyer cancels the contract after the Goods have been delivered, the Buyer will be responsible for returning the Goods to the Seller at the Buyer's cost. The Buyer shall take reasonable care to ensure that the Goods are not damaged whilst in the Buyer's possession or in transit, and the Goods should be returned in the same or equivalent packaging as when delivered to the Buyer. If the Buyer does not return the Goods, the Seller may charge the Buyer a sum not exceeding its direct costs of recovering the Goods.
6.8.3. If the Buyer notifies the Seller that it wishes to cancel the contract, the Seller will refund or credit the Buyer within 30 days for any sum that has been paid by the Buyer for the Goods.
6.9. If the Buyer fails to take delivery of the Goods and fails to agree alternative arrangements with the Seller (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may:
6.9.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs of storage and re-delivery; or
6.9.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7. Risk and Property
7.1. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the later of when the Seller has received in cleared funds payment in full of the price of the Goods (plus VAT and other applicable charges) or delivered the Goods.
8. Warranties and Liability
8.1. Subject to the Conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for the period of six months from the date of the initial use of the Goods or six months from delivery, whichever is the first to expire.
8.2. Subject to Condition 8.11, all other warranties, conditions or other terms implied by statute or common law (including fitness for purpose) are excluded to the fullest extent permitted by law. This warranty is not transferable in any way.
8.3. The warranty given in Condition 6.1 does not apply, and the Seller shall not have any liability, in respect of any claims in respect of:
8.3.1. fair wear and tear;
8.3.2. willful damage or negligence (other than on the part of the Seller);
8.3.3. abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse, installation, alteration or repair of the Goods;
8.3.4. in respect of parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
8.4. Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure, failing which the Seller shall have no liability to the Buyer in respect of such claim.
8.5. The Buyer shall give the Seller a reasonable opportunity to remedy any matter for which the Seller is liable under the Contract before the Buyer incurs any costs and / or expenses in remedying the matter itself. If the Buyer does not do so then the Seller shall have no liability to the Buyer.
8.6. Except as provided in Condition 8.8, the Seller is not liable to the Buyer because of any representation (unless fraudulent), or any warranty (express or implied), condition or other term, or any duty at common law, or under the express terms of the Contract, for:
8.6.1. any loss of profit, business, contracts, opportunity, goodwill, revenue, anticipated savings, expenses, costs or similar loss; and/or
8.6.2. any indirect, special or consequential loss or damage (whether for loss of profit or otherwise);
8.6.3. any loss of or corruption to data whether caused by the negligence, breach of contract, tort, or breach of statutory duty of the Seller, its employees or agents or otherwise, arising out of or in connection with the Contract.
8.7. Except as provided in Condition 8.8, any other liability of the Seller to the Buyer in contract, tort, negligence, breach of statutory duty or otherwise arising out of or in connection with the Contract, is limited to £1 million.
8.8. Any advice, instruction and/or recommendation relating to the Goods and/or their use whether published on this website or given in writing or orally by the Seller’s employees (“Advice”) is given in good faith, but the Seller only warrants that written Advice is given with reasonable skill and care. No further duty or responsibility is accepted by the Seller.
8.9. Despite the conditions set out above, no Condition will exclude or restrict the liability of the Seller for breach of the statutory warranty as to title and quiet possession. Nothing in these Conditions will operate or be construed to operate so as to exclude or restrict the liability of the Seller for death or personal injury caused by the negligence of the Seller.
8.10. The Buyer must rely on its own testing of Goods and in no circumstances will the Seller be deemed to have represented that Goods are fit for any particular purpose.
8.11. In respect of sales of Goods to or Advice given to consumers, nothing contained in these Conditions will affect those customers’ statutory rights.
8.12. The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control.
8.12.1. Act of God, explosion, flood, tempest, fire or accident;
8.12.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.12.3. acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.12.4. import or export regulations or embargoes;
8.12.5. strikes, lock-out or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.12.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.12.7. power failure or breakdown in machinery.
9.1. Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. E-mail is not effective notice.
9.2. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
9.3. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
9.4. This Contract will only confer rights and benefits on the Seller and the Buyer and no third party will acquire any rights or benefits under the Contract or these Conditions.
9.5. The Contract may not be assigned by the Buyer, but the Seller may assign or sub-contract all or any of its rights or obligations.
9.6. These Conditions and the documents referred to in them, set out the entire agreement between the parties and supersede any previous agreements between the parties relating to the subject matter of the Contract. The Buyer acknowledges that in entering into the Contract it has not relied on any representation, warranty, agreement or statement not set out in these Conditions and that (in the absence of fraud) it will not have any right or remedy arising out of any such representation, warranty, agreement or statement and that its only remedy for breach of these Conditions is for breach of contract under the terms of these Conditions.
9.7. The Contract shall be governed by the laws of England and the parties agree to submit to the exclusive jurisdiction of the courts of England.