Terms & Conditions
These Terms and Conditions set out our terms and conditions of sale to you and the terms on which you can use our website, www.specialisedwelding.co.uk (“Website”).
1. Who We Are
1.1. We are, Specialised Welding Products Limited, incorporated and registered in England and Wales with company number 02573967. Our registered office is at Unit 1 Farringdon Industrial Centre, Farringdon, Alton, Hampshire, England, GU34 3DD (“We”, “us”, “our”).
1.2. We are a limited company.
1.3. References to “You” or “Yours” are references to the customer buying our Goods, or user of our Website. In the case of a company this shall include your employees or representatives.
1.4. You can contact us at:
Tel: +44 (0)1942 719930
Email: sales@specialisedwelding.co.uk
2. About These Terms
2.1. Please note these terms may be updated occasionally by us and you should therefore revisit these terms from time to time.
2.2. These terms are for business customers only. Our Website is not intended for anyone under the age of 16 years.
2.3. These terms are accepted by continuing to browse our Website and/or by placing orders to purchase products from us machines, generators, welders, gas equipment, hand tools and other products we may sell from time to time (“Goods”). Occasionally, we provide welding services to customers, in which case these terms shall also apply to those services.
2.4. If you do not agree to these terms, please do not continue to browse our Website and do not place orders for Goods.
2.5. We make no claims that any material contained on our Website can be lawfully viewed or downloaded outside of the United Kingdom.
2.6. Access to materials may not be legal by certain persons in certain countries. If you access our Website from outside the United Kingdom, you do so at your own risk and you are responsible for compliance with the laws in such jurisdiction.
3. These Are Other Terms That May Apply To You
3.1. These terms of use refer to the following additional terms, which also apply to your use of our Website:
a) Our Privacy Policy, sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our Website, you consent to such processing, and you warrant that all data provided by you is accurate.
b) Our Delivery & Returns Policy sets out our prices and terms for delivery and return of Goods.
c) Our Warranties sets out the procedure if your Goods have developed a fault.
d) Our Faulty Machine Return Procedure [KD1] sets out the process and policy if your machine is faulty and needs a return, repair or replacement.
3.2. If you wish us to carry out repairs to welding machines or generators which are out of service, separate terms will apply and we will notify you of the charges at the relevant time.
4. We May Make Changes To These Terms
4.1. We amend these terms from time to time. Every time you wish to use our Website, please check these terms to ensure you understand the terms that apply at that time.
5. Definitions
5.1. In these terms the following words have the following meanings:
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, any rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
Order: an order placed by a Customer for Goods or Services which has been accepted by SWP in accordance with these terms.
5.2. In these terms the following interpretations shall apply:
(a) Clause, Schedule and paragraph headings shall not affect the interpretation of these terms.
(b) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
(c) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
(d) A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
(e) Unless the context otherwise requires, words in the singular shall include the plural and vice versa.
(f) Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
(g) These terms shall be binding on, and ensure to the benefit of, the parties to these terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
(h) A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
(i) A reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provisions.
(j) A reference to writing or written excludes fax but not email.
(k) Any obligation in these terms on a person not to do something includes an obligation not to agree or allow that thing to be done.
(l) A reference to these terms or to any other agreement or document is a reference to these terms or such other agreement or document, in each case as varied from time to time.
6. Changes To Our Website
6.1. We may update and change our Website from time to time.
6.2. Access to our Website is permitted on a temporary basis and we are not liable to you if some parts of our Website are withdrawn or unavailable.
7. We May Suspend Or Withdraw Our Website
7.1. Our Website is made available free of charge.
7.2. We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted.
7.3. We may suspend, withdraw or restrict the availability of all or any part of our Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
7.4. You are also responsible for ensuring that all persons who access our Website through your Internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.
8. You Must Keep Your Account Details Safe
8.1. If you have a distributor login on our Website, you must keep your password safe and treat such information as confidential. You must not disclose it to any third party.
8.2. We have the right to disable any account, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.
8.3. If you know, or suspect, that anyone other than you knows your password, you must promptly notify us at sales@specialisedwelding.co.uk.
9. How You May Use Material On Our Website
9.1. We are the owner or the licensee of all Intellectual Property Rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
9.2. You may print off one copy, and may download extracts, of any page(s) from our Website for your personal, information use and you may draw the attention of others within your organisation to content posted on our Website. You must not copy, distribute, print, circulate information, pages or material from our Website for others or link information from our Website without our prior written consent.
9.3. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
9.4. Our status (and that of any identified contributors) as the authors of content on our Website must always be acknowledged.
9.5. You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.
9.6. Any information sent to us via our Website is at your own risk and we do not accept responsibility for confidential information you may send to us via the Website. Confidential information should be sent by secure encrypted email.
9.7. If you print off, copy or download any part of our Website in breach of these terms of use, your right to use our Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.
10. Do Not Rely On Information On This Website
10.1. The content on our Website is provided for general information only. It is not intended to amount to any professional, financial or technical advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Website.
10.2. Although we make reasonable efforts to update the information on our Website, we make no representations, warranties (i.e. legal promises) or guarantees, whether express (i.e., written) or implied (i.e. inferred), that the content and literature on our Website is accurate, complete, or up to date.
11. We Are Not Responsible For Websites We Link To
11.1. Where our Website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.
11.2. We have no control over the contents of third party sites or resources and do not endorse them.
12. How We May Use Your Personal Information
12.1. We may use your personal data in taking orders, dealing with enquiries, providing the Goods and recovering sums owed to us. Please refer to our Privacy Policy for more information.
13. We are not responsible for viruses, and you must not introduce them
13.1. We do not guarantee that our Website will be secure or free from bugs or viruses.
13.2. You are responsible for configuring your information technology, computer programmes and platform to access our Website. You should use your own virus protection software.
13.3. You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored, or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of-service attack.
13.4. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities, and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
14. Acceptable Use
14.1. You must only use our Website for lawful purposes. You must not upload or post anything indecent, offensive, obscene, abusive, libellous, defamatory or anything for which you have not obtained consent from a third party to post.
14.2. You are solely responsible for the permissions, form, content and accuracy of any documents or files that you post on our Website. We reserve the right to remove content and material from our Website that infringes these terms.
15. Rules About Linking To Our Website
15.1. If you wish to link our homepage you must seek our express consent. If consent is granted, you may only link our Website, but only do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
15.2. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
15.3. You must not establish a link to our Website in any Website that is not owned by you.
15.4. Our Website must not be framed on any other Website, nor may you create a link to any part of our Website other than the home page.
15.5. We reserve the right to withdraw linking permission without notice and remove any link at any time.
16. Our Trademarks
16.1. All intellectual property on our Website, including content, image designs, trademarks and trade names are owned by us.
16.2. “Specialised Welding” and “Specialised Welding Limited” are trademarks of Specialised Welding Products Limited and our logos and owned by us. You are not permitted to use, edit, modify, reproduce, redistribute them without our prior written approval.
17. Orders For Our Goods
17.1. Any quotation given by us is valid for a period of 30 days only.
17.2. You can place orders for our Goods by email sales@specialisedwelding.co.uk or telephone, +44 (0)1942 719930, or in person at our Sales and Distribution Centre.
17.3. Each Order shall be deemed to be a separate offer by the customer to purchase Goods on these terms which we shall be free to accept or decline at our absolute discretion.
17.4. No Order shall be deemed to be accepted by us until we have confirmed this in an email Order acknowledgement (or earlier) if Goods are delivered to you.
17.5. Each Order acknowledgment shall specify the type of Goods and quantity and price.
17.6. It is your responsibility to ensure that any Order and specification is accurate and complete.
17.7. Within 48 hours of placing an order we may, at our discretion, be able to amend or cancel an Order by contacting us. If you amend or cancel an Order, and the cancellation or amendment it is agreed by us, your liability to us shall be limited to payment to of all costs reasonably incurred by us in fulfilling the Order up until the date of deemed receipt of the amendment or cancellation, except that you shall have no liability to us where the amendment or cancellation results from our failure to comply with its obligations under these terms.
18. Quality and Packing of Goods
18.1. We shall pack and supply the Goods in accordance with all generally accepted industry standards and practices that are applicable.
18.2. The Goods supplied to you by us shall:
(a) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by us; and
(b) comply with all applicable statutory and regulatory requirements.
18.3 We shall ensure that the Goods are properly packed and secured in a manner to enable them to reach their destination in good condition.
19. Delivery
19.1. If agreed, you shall collect your Order(s) from us within [3] Business Days of us notifying the customer that the Order is ready for collection. Our address for collection is:
Unit 1, Withins Point,
Withins Road,
Haydock Industrial Estate,
Haydock,
WA11 9UD.
19.2. Delivery is completed on the completion of loading of the Order at the Delivery Location (specified on the Order).
19.3. We may deliver Orders by instalments, which may be invoiced and paid for separately. References in these terms to Orders shall, where applicable, be read as references to instalments.
19.4. Delays in the delivery of an Order shall not entitle you to refuse to take delivery of the Order; or claim damages; or terminate the Order, subject always to clause 27.1(c) and clause 31 Force Majeure.
19.5. It is your responsibility to ensure you give us an accurate and complete delivery address.
19.6. We shall have no liability for any failure or delay in delivering an Order to the extent that any failure or delay is caused by your failure to comply with your obligations.
19.7. If you fail to take delivery of an Order on the Delivery Date (specified on the Order) or, if being collected, within [three] Business Days of us notifying you that your Order is ready for collection, then, except where that failure or delay is caused by our failure to comply with our obligations under these terms or a Force Majeure Event:
(a) Delivery of the Order shall be deemed to have been completed at 9.00 am on the Delivery Date or if being collected, the third Business Day following the day on which we notified the customer that the Order was ready for collection]; and
(b) We shall store the Order until Delivery takes place and charge you for all related costs and expenses (including insurance).
19.8. Each delivery of Goods shall be accompanied by a delivery note from us showing the Order Number, the date of the Order, the type and quantity of Goods included in the Order and, in the case of Goods being delivered by instalments, the outstanding balance of Goods specified in an Order remaining to be delivered.
19.9. Packaging materials shall remain our property and the customer shall make them available for collection at any times as we shall reasonably request. Returns of packaging materials shall be at our expense.
20. Acceptance and Defective Goods
20.1. You may reject any Goods delivered to you or collected by you that do not comply with clause 18 (Quality and Packing of Goods) provided that notice of rejection is given to us:
(a) in the case of a defect that is apparent on normal visual inspection, within five Business Days of Delivery; and
(b) in the case of a latent defect, within a reasonable time of the latent defect having become apparent.
20.2 If you fail to give notice of rejection in accordance with this clause, you shall be deemed to have accepted these Goods.
20.3 We shall not be liable for a Goods' failure to comply with the warranty set out in clause 18 (Quality and Packing of Goods) in any of the following events:
20.4 you make any further use of those Goods after giving notice in accordance with this clause;
20.5 The defect arises because you failed to follow our oral or written instructions for the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
20.6 the defect arises as a result of us following any drawing, design or specification supplied by you;
20.7 you alter or repair those Goods without our written consent;
20.8 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
20.9 the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
20.10. If you reject Goods under this clause then you shall be entitled to:
20.10.1 require us to repair or replace the rejected Goods; or
20.10.2 require us to repay the price of the rejected Goods in full, or issue a credit note.
20.11. Please refer to our warranties policy for further details.
20.12. Once we have complied with your request, we shall have no further liability to you for the rejected Goods' failure to comply with clause 18.2.
20.13 These terms shall apply to any repaired or replacement Goods supplied by us.
20.14 If we have created bespoke Goods for you or bespoke packaging, then these may not be returned unless faulty.
20.15 If the Goods are not covered by warranty, please refer to our warranties policy for further details.
20.16 If we have carried out any service or repair works for you, you must notify us within 14 days of the repairs being carried out if these are defective. We will then carry out the repair works once again or, issue you with a credit note or refund for the repair works if we are unable to carry out the repairs.
20.17 If on inspection of any Goods or services there is no fault is found, you will be charged an inspection fee.
21. Title and Risk
21.1. Risk in Goods shall pass to you on Delivery.
21.2. Title to Goods shall not pass to you until we receive payment in full (in cash or cleared funds) for the Goods and all other sums that are or that become due to us from you for sales of Goods or on any account, in which case title to these Goods shall pass at the time of payment of all such sums.
21.3. Until title to Goods has passed to you, you shall:
(a) hold the Goods on a fiduciary basis as our bailee.
(b) store those Goods separately from all other Goods held by you so that they remain readily identifiable as our property;
(c) not remove, deface or obscure any identifying mark or packaging on or relating to those Goods;
(d) maintain those Goods in satisfactory condition and keep them insured on our behalf for their full price against all risks with an insurer that is reasonably acceptable to us. You shall obtain an endorsement our interest in the Goods on its insurance policy, subject to the insurer being willing to make the endorsement. On request you shall allow us to inspect those Goods and the insurance policy; and
(e) give us such information as we may reasonably require from time to time relating to:
i. the Goods; and
ii. the ongoing financial position of your Company.
21.4. Subject to clause 21.5, you may resell or use Goods in the ordinary course of its business (but not otherwise) before we receive payment for the Goods. However, if you resell the Goods before that time:
(a) you do so as principal and not as our agent; and
(b) any sale shall be a sale of our property on your own behalf.
21.5. At any time before title to the Goods passes to you, we may:
(a) by notice in writing, terminate your right under 21.4 to resell the Goods or use them in the ordinary course of its business; and
(b) require you to deliver up all the Goods in its possession that have not been resold, or irrevocably incorporated into another product and if the you fail to do so promptly, enter any premises of the customer or of any third party where the relevant Goods are stored in order to recover them.
22. Product Prices
22.1. The price for the Goods can be obtained from our sales department and will be the price in the list published on the date of delivery or deemed delivery.
22.2. We reserve the right to alter prices without prior notice.
22.3. The price of Goods is exclusive of amounts in respect of value added tax (VAT). You shall, on receipt of a valid VAT invoice from us, pay to us any additional amounts in respect of VAT as are chargeable on a supply of Goods.
22.4. The price of Goods is exclusive of the costs of packaging, insurance and carriage of the Goods, which shall be paid by you and stipulated on the invoice.
23. Terms of Payment
23.1. We shall invoice you for each Order on or at any time after Delivery. Each invoice shall quote the relevant Order Numbers.
23.2. At our discretion, we may, for some customers require payment in advance for Goods Or Services.
23.3. You shall pay invoices in full and in cleared funds within 30 days of receipt. Payment shall be made in British Pounds to our bank account set out on the invoice.
23.4. If you fail to make any payment due to us by the due date, then, without limiting our other remedies, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year (i.e. 12 month period from January to December) above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
23.5. If you dispute any invoice or other statement of monies due, you shall immediately notify us in writing. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. We shall provide all evidence as may be reasonably necessary to verify the disputed invoice or request for payment. Where only part of an invoice is disputed, the undisputed amount shall be paid on the due date as set out in clause 23.3.
23.6. We may set off any liability owed to you against any liability you have to us, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises. Any exercise by a party of its rights under this clause shall not limit or affect any other rights or remedies available to it under these terms or otherwise.
23.7. All payments payable to us shall become due immediately on termination of an order. This is without prejudice to any right to claim for interest under the law or these terms.
24. Compliance with laws and policies
24.1. In carrying out your obligations, you shall comply with:
(a) all applicable laws, statutes, regulations and codes from time to time in force; and
(b) any policies of ours made known to you from time to time e.g. our health and safety and security policy when collecting Goods.
24.2. We may terminate the Order(s) with immediate effect by giving you written notice if you commit a breach of this clause 24.
25. Limitation of liability
25.1. We have obtained insurance cover in respect of certain aspects our own legal liability for individual claims as is deemed reasonable. The limits and exclusions in this clause reflect the insurance cover we have been able to arrange, and you are responsible for making your own arrangements for the insurance of any excess liability.
25.2. References to liability in this clause 25 include every kind of liability arising under or in connection with these terms, including in respect of the Goods and/or use of our Website, including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
25.3. Nothing in this clause limits your payment obligations to us.
25.4. Nothing in these terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
25.5. Subject to clause 25.4, our total liability to the customer shall not exceed the lower of the sum of £3,000 or the sum of the last Order placed by the customer with us.
26. Specific heads of excluded loss
26.1. We shall not be liable to you for the following types of losses:
(a) Loss of profits.
(b) Loss of sales or business.
(c) Loss of agreements or contracts.
(d) Loss of anticipated savings.
(e) Loss of use or corruption of software, data or information.
(f) Loss of or damage to goodwill.
(g) Indirect or consequential loss.
26.2. We have given commitments as to the quality and compliance of the Goods with relevant laws in 18.2. In view of these commitments, 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 these terms.
26.3. We exclude all implied conditions, warranties, representations or other terms that may apply to our Website or any content on it.
26.4. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
(a) Use of, or inability to use, our Website; and/or
(b) Use of or reliance on any content displayed on our Website.
27. Termination and suspension
27.1. Without affecting any other right or remedy available to it, either party may terminate any Order(s) with immediate effect by giving written notice to the other party if:
(a) the other party fails to pay any undisputed amount due under these terms on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
(b) the other party commits a material breach of any other term of these terms and that breach is irremediable or (if that breach is remediable) fails to remedy that breach within a period of 20 days after being notified in writing to do so;
(c) the other party repeatedly breaches any of the terms of these terms in such a manner to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of these terms;
(d) 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 is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2);
(e) the other party begins 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 any of its creditors;
(f) the other party applies to court for, or obtains, a moratorium under Part A1 of the IA 1986;
(g) 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, limited liability partnership or partnership) other than 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;
(h) an application is made to court, or an order is made, for the appointment of an administrator or a notice of intention to appoint an administrator is given or an administrator is appointed over the other party;
(i) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;
(j) a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
(k) 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;
(l) 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 27.1(d) to clause 27.1(k) inclusive;
i.the other party ceases, or threatens to cease, to carry on all or substantially the whole of its business;
ii.the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms is in jeopardy.
27.2. For the purposes of clause 27.1(b), material breach means a breach that has a serious effect on the benefit the terminating party would otherwise derive from these terms.
27.3. Without limiting its other rights or remedies, we may suspend provision of the Goods with you under any Order(s), if your Company becomes subject to any of the events listed in clause 27.1(d) to clause 27.1(k), or we reasonably believe that your Company is about to become subject to any of them, or if you fail to pay any amount due under these terms on the due date for payment.
28. Obligations on Termination
28.1. On termination of the Order(s):
(a) you shall immediately pay to us all of the outstanding unpaid invoices and interest and, in respect of the Goods supplied but for which no invoice has been submitted, we may submit an invoice, which shall be payable immediately on receipt; and
(b) each party shall promptly:
i. return to the other party all equipment, materials and property belonging to the other party that the other party had supplied to it or a member of its Group (i.e. relation to a company, that company, any subsidiary or holding company), in connection with the supply and purchase of the Goods under these terms;
ii. return to the other party all documents and materials (and any copies) containing the other party's confidential information;
iii. erase all the other party’s confidential information from its computer systems (to the extent possible); and
iv. on request, certify in writing to the other party that it has complied with the requirements of this clause 28.
29. Survival
29.1. On termination of the Order(s), the clauses in these terms intended by the parties to survive any termination shall survive.
29.2. Termination of these terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the terms that existed at or before the date of termination.
30. Force Majeure
30.1. Force Majeure Event means any circumstance not in a party's reasonable control including:
(a) acts of God, flood, drought, earthquake or other natural disaster;
(b) epidemic or pandemic;
(c) 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;
(d) nuclear, chemical or biological contamination, or sonic boom;
(e) any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;
(f) collapse of buildings, fire, explosion or accident;
(g) any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the party seeking to rely on this clause, or companies in the same group as that party);
(h) non-performance by us or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
(i) interruption or failure of utility service.
30.2. If we are prevented, hindered or delayed in or from performing any of its obligations under these terms by a Force Majeure Event we shall not be in breach of these terms or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
30.3. If the Force Majeure Event prevents, hinders or delays our performance of our obligations for a continuous period of more than 4 weeks, we may delay or cancel the Order(s).
31. Dispute Resolution Procedure
31.1 If a dispute arises out of or in connection with these terms then except as expressly provided in these terms, you agree to seek to reach an agreement with us by in the first instance. If such a Dispute cannot be resolved within 30 days, then the Dispute can be escalated to a director of each party.
32. Notices
32.1. Any notice given to a party under or in connection with these terms shall be in writing and shall be:
32.1.1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office; or
32.1.2. sent by email to the following addresses (or an address substituted in writing by the party to be served): to us at jeremy@specialisedwelding.co.uk.
32.2. Any notice shall be deemed to have been received:
(a) if delivered by hand, at the time the notice is left at the proper address;
(b) 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; or
(c) if sent by email, at the time of transmission on a Business Day, if sent on a weekend or public holiday, on the next Business Day.
32.3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
33. Order of Precedence
33.1. In the event of any conflict between these terms and any other policies or documents between us, the following order of precedence shall apply:
(a) These Terms
(b) The Order
(c) Privacy Policy
(d) Delivery and Returns Policy
(e) Faulty Machine Returns Policy
34. Other
34.1. Your rights under these terms shall not be assigned or transferred. We may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of our rights under these terms.
34.2. The rights and remedies in these terms are in addition to, and not exclusive of, any rights or remedies provided by law.
34.3. These terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these terms.
34.4. A waiver of any right or remedy under these terms or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
34.5. A failure or delay by a party to exercise any right or remedy provided under these terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.
34.6. If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the incorporated terms.
34.7. If any provision or part-provision of these terms is deemed deleted, we shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
34.8. You agree to keep any information about our business, products, processes, trade secrets, confidential, except as you need to disclose to your advisors, for example, lawyers, accountants and advisors or as required to disclose by law.
34.9. We may assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under these terms without your prior written consent. You may not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of your rights and obligations under these terms. We may, assign or subcontract any or all of its rights and obligations under these terms to a member of our group of companies.
34.10. Our failure to enforce any right or provision on these terms will not be considered a waiver of those rights. If any provision of these terms is held to be invalid or unenforceable by a court, the remaining provisions of these terms will remain in effect.
34.11. Nothing in these terms seeks to take away your legal rights.
34.12. No variation of these terms shall be effective unless it is in writing and signed by Jeremy Packer on behalf of us.
34.13. These terms constitute the entire agreement between us and supersede and replace any prior agreements we might have between us.
34.14. These terms shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflicts and law provisions.
34.15. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these terms.