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1. Definitions
"Company" means CIMPLE Solutions Professional Ltd
"Contract" means any contract between the Company and the Customer for the sale and purchase of Goods
"Customer" means the person(s) or company whose order for the Goods is accepted by the Company
"Goods" means any goods or services which the Company is to supply to the Customer
2. Conditions
All orders are accepted by the Company subject to and in accordance with the following Conditions of Sale which override and exclude any other terms stipulated or incorporated or referred to by the Customer during any negotiations or in any course of dealing between the Company and the Customer. No variation to these Conditions of Sale are permitted unless expressly authorised in writing by a director of the Company.
3. Prices
Prices for Goods specified in this OnLine catalogue are in £ sterling, exclusive of VAT, which will be added at the time of delivery in accordance with prevailing legislation. The Company reserves the right to change prices without notice at any time. Prices charged will be those prevailing when an order is placed. The price for Goods placed on an order will be charged at the time of said order at the price for the total quantity ordered.
4. Payment
All account payments are due net monthly without any deductions whatsoever. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:
i. cancel the order or suspend any further deliveries;
ii. appropriate any payment made by the Customer to such of the Goods (or the Goods supplied under any other contract) as the Company may think fit; and
iii. charge interest (both before and after any judgement) on the amount unpaid at the rate of 2% per month (subject to a minimum charge of £1.00) until payment is made in full.
If legal action is taken to recover monies due to the Company then the Company reserves the right to charge the Customer an administrative fee of £50.00 plus VAT to cover all and any administrative costs incurred. The administration charge of £50.00 plus VAT shall become payable immediately legal action is commenced, whether demanded or not, and shall be claimed within the said legal action. Time for payment shall be of the essence.
5. New accounts
A Customer wishing to open a credit account must furnish such information as requested by the Company and the Company will make a search with a credit reference agency. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any credit facilities or reduce or suspend any credit limit at any time.
6. Orders
The Company reserves the right to decline to trade with any company or person. To avoid duplication, written confirmation of telephone orders must be clearly marked "Confirmation only". The Company will not accept liability for orders not so marked and duplicate orders will be charged accordingly. No orders may be cancelled without the previous written agreement by a director of the Company.
7. Delivery
Orders received before 16:00hrs Monday to Friday will normally be despatched the same day. For urgent deliveries the Company offers next day delivery. Details and costs are set out at the end of your online order process. Delivery will be made to the address specified by the Customer. The Company may use any method of delivery available to it. The Company will use reasonable endeavours to meet delivery estimates but in no circumstances shall it be liable to compensate the Customer for non-delivery or late delivery. The Company reserves the right to deliver by instalments. Failure to meet a delivery date where deliveries are by instalment shall not preclude the Company's right to make further deliveries by instalment under the relevant contract. The Company reserves the right to charge a handling charge for heavy or bulky items. Such charge will be notified to the Customer prior to despatch.
8. UK small order handling charges (Account holders only)
There is no handling charge for orders over £30.00+vat. Or for orders placed OnLine.
A handling charge of £10.00 applies for orders placed over the phone or in person that is under £30.00+vat.
9. Inspection, defects and non delivery
The Customer must inspect the Goods as soon as is reasonably practicable after delivery and the Company shall not be liable for any defect in the Goods unless written/emailed notice is given to the Company within 10 days of delivery. The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods unless written/emailed notice is given to the Company within 5 days of the date when Goods should have been delivered in the ordinary course of events. Any liability of the Company for non-delivery or defective Goods shall be limited to replacing the Goods within a reasonable time or to refund any monies already paid in respect of the Goods.
10. Returns
Except as detailed in paragraph 11 below, no order can be cancelled or accepted for credit without previous agreement of the Company. If cancellation is accepted by the Company then the customer must obtain a cancellation number. The Customer must telephone the sales office to obtain a returns authorisation number prior to returning any Goods. Any Goods returned must be received by the Company within 7 days of delivery and must be complete, undamaged and in original packaging. The Customer must return the Goods to "The Returns Department, CIMPLE Solutions Pro Ltd, Unit 1, 30 Gorst Road, London, NW10 6LE" quoting the Customer's account number, order number and returns authorisation number. Goods returned after 7 days as "unwanted" or "incorrectly ordered" will be accepted at the discretion of the Company and will be subject to a restocking fee representing 30% of the invoice value of the Goods. Certain Goods are excluded from this right of return including Recone Kits and Diaphragms, or manuals which have been opened. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return. Goods will be returned at the Customer's expense.
11. Distance selling regulations
If the Customer is buying a normally stocked item as a "consumer", as defined in The Consumer Protection (Distance Selling) Regulations 2000, the Goods may be returned within 7 working days (excluding Saturday and Sunday and any UK Bank Holiday) of delivery for a full refund (NOT including specially ordered items). To cancel an order, the Customer must notify the Company in writing within the 7 day period and return the Goods to "The Returns Department, CIMPLE Solutions Pro Ltd, Unit 1, 30 Gorst Road, London, NW10 6LE" quoting the Customer's account number and order number. The Company will refund to the Customer the invoice value of the Goods. The Customer shall be liable for the postage costs to return the Goods to the Company (Goods should be returned with proof of delivery). The Customer must take reasonable care of the Goods and return them in their original packaging. This paragraph does not apply to any parts that have been fitted and then subsequently removed from any unit by the Customer.
12. Description
All specifications, drawings, photographs and particulars of weights, dimensions, capacity or other details contained in this store are intended to give a general idea of the Goods, but will not form part of the Contract. If the description of any Goods differs from the manufacturer's description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of technical details relating to Goods, but accepts no liability in contract or tort or under statute or otherwise for any error or omission in such technical detail whether caused by the Company's negligence or otherwise. The Company may make changes to the Goods as part of a continuous programme of improvement or to comply with legislation.
13. Risk of ownership
The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the delivery vehicles at the Customer's premises. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due in respect of the Goods.Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company's bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
14. Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure of the Goods to obtain such figures, whether attributable to the Company's negligence or otherwise.The responsibility for ensuring that Goods are sufficient and suitable for a particular purpose is the Customer's unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer's risk and the Company and its employees shall not be liable for any such advice or recommendation which is not so confirmed.
15. Guarantee
The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given to it by the manufacturer of Goods. Not all Goods are supplied with a manufacturers or Company guarantee. The guarantees that are supplied will vary in duration. It is the Customer's responsibility to check at the time of purchase whether the Company's guarantee is applicable. Where Goods are covered by CIMPLE Solutions guarantee, any defects which, under proper use, appear in the Goods within a period of twelve months (unless otherwise stated by the Company) and which are due to faulty materials, workmanship or design will be made good by the Company either by repair, or at the Company's option, replacement (which is the Company's sole obligation and the Customer's sole remedy under this provision).
The Company's guarantee is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of any services provided, and all such representations, conditions and warranties are excluded. Notwithstanding the foregoing, nothing contained herein shall affect the implied undertakings contained in Section 12 of the Sale of Goods Act 1979 or statutory rights of a Customer who deals as a "consumer" as defined in the Unfair Contract Terms Act 1997.
The Company shall not be liable for defective Goods if the defect arises because the Customer alters or repairs such Goods without the written consent of the Company or because the Customer did not follow the manufacturers instructions for storage, usage, installation, use or maintenance of the Goods. Any Goods replaced or repaired under this paragraph will be guaranteed on these terms for any unexpired portion of the guarantee given on the original Goods.
16. Liability
The Company shall not be liable for any damage, loss or expense resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to the negligence of the Company, its employees agents or subcontractors.
These Conditions of Sale set out the entire liability of the Company to the Customer in respect of the Goods and shall be in lieu and to the exclusion of all other warranties, conditions, and other terms implied by statute or common law save for any implied terms which by law cannot be excluded. Nothing in these Conditions of Sale excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.
The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to repairing, replacing or at the Company's option refunding monies already paid in respect of the Goods. The Company shall not be liable to the Customer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise) costs, expenses or other claims for consequential compensation whatsoever (whether caused by the negligence of the Company, its employees, agents or subcontractors) which arise out of or in connection with any Contract.
17. Intellectual property rights
The Goods offered for sale in this store are subject to any patent, trademark, copyright, design right or any other rights of any person. The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising.
18. Use of Personal Data
"Personal Data" means, in relation to any Customer, or any representative of a Customer who is (in either case) a living individual, any data from which (whether alone or in combination with other information held by the Company) the Company can identify that Customer or that representative, regardless of how and when that data is provided.
The Company may process Personal Data for some or all of the purposes set out in the Company's UK Privacy and Data Protection Policy from time to time, a copy of which is displayed at the Company's premises and may be obtained from the Company on request. These purposes include:
i. Deciding whether to enter into any contract or arrangement with that Customer. This may include credit reference searches, against a Customer or the principal representatives of a Customer;
ii. Crime prevention or detection.
The processing of the Personal Data may involve:
i. The disclosure of that Personal Data to the Company's agents, advisers and representatives;
ii. The disclosure of that Personal Data to third parties whose products and services the Company believes may be of interest to that Customer or representative;
iii. The transfer of Personal Data outside of the EEA, including to countries whose laws may not provide adequate protection to Personal Data. The Company will only transfer Personal Data outside the EEA to companies who have guaranteed to the Company the same level of protection as that Personal Data would have received in the UK.
The Company assumes that it may use Personal Data for all these purposes unless and until notified to the contrary. If, at any time, the Customer or its representatives would like any further information on the Company's UK External Relations Privacy and Data Protection Policy or does not wish his or her Personal Data to be used for any or all of the above purposes, please contact the Marketing Manager, CIMPLE Solutions Ltd, Unit 1, 30 Gorst Road, London, NW10 6LE.
19. Promotions
In the event that the Company sends promotional material in accordance with paragraph 18iv) above, these Conditions of Sale shall apply to all Goods purchased from such material.
20. Country of origin
Unless otherwise confirmed by the Company in writing, nothing in this store is to be taken as representation of the source of origin, manufacturer or production of the Goods or any part thereof.
21. Store counter
A Customer wishing to collect Goods from our store counter must do so within 2 working days of arranging the collection. If the Goods are not collected within the said period, the Company will charge the Customer a restocking fee of 30% of the value of the Goods ordered. Proof of identity will be required when collecting Goods from the trade counter.
22. Export
Separate Conditions of Sale apply to export transactions and are available on request from the Company's export department. The Customer is responsible at its own expense for obtaining any licence and complying with any export regulations in force within the United Kingdom and in the country for which the Goods are destined.Certain Goods imported from the United States of America by the Company are subject to specific restrictions. The Company reserves the right not to supply certain customers or countries and to seek from the Customer full details of the end use and final destination of the Goods.
23. Euro
In the event that the UK changes to a single unified European currency (known as the Euro or otherwise), or agrees to the fixing of conversion rates between European Union member states, it will not have the effect of altering any term, or discharging or excusing performance under a Contract.
24. Force majeure
The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions of Sale because of any delay in performing or any failure to perform any of the Company's obligations under these Conditions of Sale if the delay or failure was due to any cause beyond the Company�s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
25. Legal construction
All Contracts shall be governed by and interpreted in accordance with English law and the Customer submits to the jurisdiction of the English Courts, but the Company may enforce such Contract in any court of competent jurisdiction.
26. General
Any provision of these Conditions of Sale which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Sale and the remainder of such provision shall not be affected.
Failure by the Company to enforce or partially enforce any provision of these Conditions of Sale will not be constrained as a waiver of any rights under these Conditions of Sale.
