Terms & Conditions
P.J. Wiseman Ltd
TERMS AND CONDITIONS OF USE AND SALE
Terms and Conditions of Use - Introduction
This website is operated by P.J. Wiseman Ltd ("we" "us" "Toolwise / P.J. Wiseman Ltd" "Company"). Please read these Terms and Conditions of Use together with the following Terms and Conditions of Sale (together the "Terms") carefully before proceeding to use this website and your attention is drawn specifically to paragraphs b) and c) below.
Please note that these Terms and Conditions of Use only apply to your use of or access to this website. If you decide to purchase any goods from us, the separate Terms and Conditions of Sale set out below shall apply.
In particular, we draw your attention to the following:-
a) Without prejudice to the below, by accessing or using this website, you agree to be legally bound by the Terms as they apply to your use of or access to this website. If you do not wish to be bound by these Terms then you should not use our website
c) We do not warrant or represent that this website or any part of it will be uninterrupted, reliable or fault free nor that its contents will be accurate or complete.
We exclude any and all liability for damages howsoever caused as a result of using or accessing this website or using any information provided on these pages, including without limitation, any damage which is or represents loss of goodwill revenue or profit or failure to achieve any benefit expected from use of this website, loss of use of any asset, loss of data, liability of any user of this website to any third party and any loss which is otherwise indirect or consequential. However, notwithstanding the above, nothing in these Terms shall exclude liability for death or personal injury resulting from our negligence or that of our employees, agents or authorised representatives, or for any fraudulent misrepresentation made by us, our employees, agents or authorised representatives, or for any other liability the exclusion of which would not be permitted under English Law.
Each of the exclusions or limitations in these Terms shall be construed as a separate severable provision of these Terms. If any provision of these Terms is found to be invalid or unenforceable but would be valid and enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid.
d) Whilst we are keen for users to visit this website, linking from other sites is not permitted without our prior written approval. Unless you obtain our prior written approval, the information on this website is made available to you on the condition that it is accessed via the server hosted by our agency Open Hosting Limited; deep linking, or otherwise accessing this website without the express written permission of Pulsar shall be a breach of these Terms.
e) We use reasonable endeavours to prevent contamination by known viruses and to maintain the security of this website but no warranty is given that this website or its contents or hypertext links are virus free or uncontaminated, nor can we guarantee that the website may not be affected (or indeed be caused to fail or stop) by deliberate damage by hackers, failure of plant, machinery, equipment or computers, power failure, failure of telecommunications lines or any criminal action.
You are advised to make your own virus checks and to implement your own precautions in this respect. All liability for any such damage is hereby expressly excluded to the extent permitted by law.
f) The incorporation of any links (including hypertext links) to other third party sites is for your convenience and reference only and does not imply that we approve or endorse the contents of those sites or the material available from them and we do not control and are not responsible for the content of any such sites in terms of their accuracy, suitability, legality or otherwise. No warranty is given that the links are accurate.
g) We have endeavoured to design and optimise this website for our likely users. However, no warranty is given that it will be compatible with all operation systems, browsers or computer hardware or software. To the fullest extent permitted by law, Toolwise will not be liable for any losses caused by any such incompatibility.
h) All copyright and all other intellectual property rights in the design, text, logos, graphics and other material on this website and the selection and arrangement thereof is the property of Pulsar, its partners or other third party licensors. You shall not use, reproduce, alter, modify, distribute or republish any of the above without our and (if applicable) the relevant partner's or other licensor's written consent, save for downloading such material in accordance with Clause j) below.
Terms and Conditions of Sale - Introduction
In these Terms, the following words shall have the following meanings:
"the Buyer" shall mean the corporate entity, firm or person seeking to purchase the Goods from the Company;
"the Website" shall mean the Company websites with the domain names of www.tool-wise.com and www.tool-wise.co.uk ;
"the Contract" shall mean any contract between the Company and the Buyer for the sale and purchase of the Goods, incorporating these Terms of Sale;
"the Goods" shall mean the goods to be supplied to the Buyer by the Company (including any part or parts of them);
"the Acceptance Date" shall mean for Goods ordered on the website the date on which those Goods are dispatched;
"Website Payment" shall mean payment made by credit/debit card on the Website in order to effect payment for Goods simultaneously with the order of the same Goods;
"the Order Date" shall mean the date on which the Company receives an order placed on the Website.
1. THE CONTRACT
1. All orders for the Goods, whether by way of the Website, or by way of telephone, email, fax, post or any other method, placed by the Buyer are accepted by the Company under these Terms. An order for Goods by way of the Website shall not be capable of being accepted by the Company unless such Order is accompanied with the appropriate details to effect a Website Payment or where the Buyer has an existing credit account with the Company.
2. These Terms exclude any other terms and conditions inconsistent therewith which the Buyer might seek to impose even if such other terms and conditions may be submitted in a later document and/or purport to exclude or supersede any terms and conditions inconsistent with them or may be contained in any offer acceptance or counter offer made by the Buyer.
3. No variation of these Terms is permitted unless expressly accepted by a Director of the Company.
4. Save for orders placed on the Website no order placed by the Buyer (whether based on a price quoted in the Company's catalogue or otherwise) shall be deemed to be accepted by the Company until the Company or Company's Supplier dispatches the Goods to the Buyer.
5. Orders placed on the Website shall be not be deemed to be accepted by the Company until the Buyer receives email confirmation of the order from the Company. The Company will be entitled to withdraw from any contract in the case of obvious errors or inaccuracies regarding the Goods appearing on the Website.
6. The Buyer must ensure that the terms of its order and any applicable specification are complete and accurate.
1. All prices quoted on the website are inclusive of VAT.
2. The price of the Goods bought by means other than the Website shall be as set out in the Company's current catalogue published as at the date of delivery or deemed delivery, unless otherwise agreed by the Company in writing. All prices are exclusive of VAT and all such amounts shall be paid by the Buyer in addition to the price for the Goods.
3. No additional charge will be made by the Company for carriage of the Goods unless:
1. the Buyer has requested particular requirements relating to the carriage of the Goods;
2. such carriage requirements have been agreed to by the Company; and
3. an order is received by the Website and is less than ?50 in aggregate. In such circumstances an additional charge of ?4.95 will be made by the Company for delivery.
1. Except in the case of Website Payment, payment of all sums payable under these Terms shall be due within 30 days of the end of such month detailed on the Company's invoice. No payment shall be deemed to have been received until the Company has received cleared funds save for where Website Payments have been made. Time for payment shall be of the essence in all circumstances where Website Payments have not been used.
2. Website Payment shall not be taken until the point of despatch of the Goods ordered.
3. The Company reserves the right to charge interest at 4 per cent per annum above the base rate of Lloyds TSB Bank plc from time to time in force on all overdue accounts, such interest being deemed to accrue on a day to day basis from the due date for payment under Clause 3.1 until receipt by the Company of the full amount (including accrued interest) whether before or after judgment together with any reasonable legal or other recovery costs.
4. The Buyer shall not be entitled to withhold payment of any amount payable to the Company by reason of any dispute or claim by the Buyer and in the case of any shortfall in the delivery, or delivery of damaged goods, shall remain liable to pay the full invoice price of all other goods delivered or available for delivery.
5. The Company reserves the right at any time at its discretion to demand security for payment before continuing with or delivering the Goods in satisfaction of any order notwithstanding any subsisting agreement to provide credit to the Buyer.
6. The Buyer shall reimburse to the Company the entire costs of representing any cheque or other instrument delivered to it in payment of any sum due by the Buyer.
7. Queries on invoices must be received in writing by the Company within 21 days from the date of invoice.
8. If the Buyer (being a company) has a petition presented for its winding up or the Appointment of an Administrator or passes a resolution for voluntary winding-up otherwise than for the purpose of a bona fide amalgamation or reconstruction or enters a scheme of arrangement or voluntary arrangement compounds or makes any proposal to or enters into any arrangement with its creditors or has a Receiver or Manager or an Administrative Receiver appointed of all or any part of its assets or (being an individual) has a petition presented for his bankruptcy or becomes bankrupt or insolvent or enters into any arrangement with his creditors or makes or has made an application for an Interim Order in connection with a proposal to Creditors for a voluntary arrangement or commits in either case a material or serious breach of this Contract (and in the case of such a breach being capable of remedy fails to remedy it within 7 days of receiving notice to do so), then without limiting any other right or remedy available to the company, the Company may cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer and all sums owing to the Company on any account shall become due and payable forthwith without requirement for any notice to be given, and further in either case the Buyer's licence to sell and use in clause 7.5 shall automatically cease.
1. Delivery will be deemed to have been effected when the Goods leave the premises of the Company (or, as the case may be, the premises of the Company's suppliers in circumstances where the Goods are delivered direct from such suppliers to the Buyer).
2. Any dates quoted by the Company for delivery of the Goods are intended to be an estimate and time of delivery is not the essence of the Contract except where goods are ordered on the Website.
3. Subject to the requisite goods being in stock, any goods ordered on the Website will be delivered if orders are received by 4.30pm on the Order Date or if received after 4.30pm on the next working day.
4. The Company reserves the right to make delivery by instalments and to tender a separate invoice in respect of each instalment.
5. Except in relation to Website purchases, any delay in delivery will not entitle the Buyer to terminate or rescind the Contract nor to claim damages unless such delay exceeds 30 days, and therefore unless the delay exceeds such number of days, the Buyer shall be bound to accept delivery and pay for the Goods in full. The same will apply if delivery is made by instalments (whether by agreement or by the Company exercising its right under Clause 4.3).
6. The Buyer shall notify the Company within 3 working days of the date of delivery of the Goods if the consignment of the Goods delivered is incomplete. Notwithstanding the receipt by the Company of any such notice a clear signature on a carrier's delivery sheet by such representative shall be deemed to signify receipt of the quantity of Goods indicated on the advice sheet.
7. If for any reason the Buyer will not accept delivery of any of the Goods when they are ready for delivery, or the Company is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licences or authorisations:
1. risk in the Goods will pass to the Buyer (including for loss or damage caused by the Company's negligence);
2. the Goods will be deemed to be delivered; and
3. the Company may store the Goods until delivery whereupon the Buyer will be liable for all related costs and expenses (including without limitation, storage and insurance).
1. The description of the Goods shall be as set out in the Buyer's order accepted by the Company ( "Description" ).
2. All drawings, descriptive matter, specifications and advertising issued by the Company and any descriptions or illustrations contained on the Website or in the Company's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They will not form part of the Contract.
1. The Buyer shall inspect the Goods on delivery and shall within three working days of the date of delivery notify the Company in writing of any shortages in quantity or failure to comply with the Description. If the Buyer shall fail to comply with these provisions the Goods shall be conclusively presumed to be in accordance with the Contract and the Buyer shall be deemed to have accepted the Goods.
2. In all cases where the Company receives details of such shortages or failure to comply with the Description in accordance with Clause 6.1, the Company shall be under no liability in respect thereof unless a reasonable opportunity to inspect the Goods is provided to the Company before any use is made thereof or any alteration or modification is made to the Goods by the Buyer.
3. Subject to clauses 6.1 and 6.2, the Company shall make good any of the above defects, and where appropriate replace any Goods damaged in transit or otherwise, as soon as it is reasonably able to do so, but otherwise, except as otherwise provided in these Terms, shall be under no liability whatsoever or howsoever arising for such defects or damage.
7. TITLE AND RISK
1. Risk in the Goods shall pass to the Buyer at the time of delivery which is determined in accordance with Clause 4.1.
2. Except where Website Payment has not been received by the Company, title of the Goods sold by the Company to the Buyer shall remain with the Company until the Buyer has paid the price plus VAT and any other agreed charges in full (by way of cash or cleared funds) for those Goods.
3. Where Website Payment has been received by the Company, title of the Goods shall pass to the Buyer on the time and date of the Website Payment and the Company will hold the Goods and each of them on a fiduciary basis as bailee for the Buyer until the time of delivery which is determined in accordance with Clause 4.1.
4. For the purpose of these Terms all liquidated sums owed by the Buyer to the Company on any account or goods whatsoever shall be deemed to form part of the said price.
5. The Buyer is licensed by the Company to use or to agree to sell the Goods delivered to the Buyer subject to the express conditions that the sale shall be effected in the ordinary course of the Buyer's business at full market value and that the entire proceeds of any sale are held in trust for the Company and are not mixed with other moneys or paid into an overdrawn bank account and shall at all times be identifiable as the Company's money.
6. Until title to the Goods passes to the Buyer in accordance with Clause 7.2:
1. the Buyer will hold the Goods and each of them on a fiduciary basis as bailee for the Company;
2. the Goods shall, subject to clause 7.4, be kept separate and distinct from all other property of the Buyer and of third parties and in good and substantial repair and condition and be stored in such a way as to be clearly identifiable as belonging to the Company and the Buyer will not allow any interference with any identification marks or serial number of the Goods; and
3. without prejudice to any other rights the Company may at any time revoke the licence to sell and use contained in clause 7.5 by notice to the Buyer if the Buyer is in default for longer than 14 days in the payment of any sum whatsoever due to the Company whether in respect of the Goods or any other goods supplied at any time by to the Buyer or if the Company has bona fide doubts as to the solvency of the Buyer.
7. Until such time as title in the Goods passes from the Company to the Buyer, the Buyer shall place any of the Goods in its possession or under its control and unsold at the disposal of the Company and the Company by its servants or agents shall be entitled to enter upon any premises of the Buyer or any premises under the Buyer's control or to which the Buyer has a right of access of the purpose of inspection, repossession and removal or such Goods at any time.
8. The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
9. The Company shall at any time be entitled to appropriate any payment made by the Buyer in respect of any goods in settlement of such invoices or accounts in respect of such Goods as the Company may in its absolute discretion think fit notwithstanding any purported appropriation to the contrary by the Buyer.
1. Subject to Clause 8.2 and notwithstanding the provisions of Clause 10 the Buyer is entitled to cancel orders made on the Website.
2. In order to cancel an order under Clause 8.1 the Buyer must provide the Company with written notice of the cancellation within seven working days of the day after receipt of the Goods. Written notice may be transmitted by first class post, email or fax in accordance with Clause 12.
3. Any Goods returned to the Company due to a cancellation are to be returned at the Buyer's expense.
1. The Company warrants that it has title to and the unencumbered right to sell the Goods.
2. Subject to Clause 10.2.5, no representation or warranty is given as to the suitability or fitness of the Goods for any or any particular purpose and the Buyer shall satisfy itself in this respect and shall be totally responsible therefore.
1. Nothing in this Clause 10 shall be deemed to exclude or restrict the Company's liability for death or personal injury resulting from the Company's negligence or fraudulent misrepresentation;
2. Each of the sub-clauses in Clause 10 is to be treated as separate and independent and capable of severance.
1. Clause 10.2 only covers defects in goods supplied caused by faulty design, manufacture, materials or workmanship. It does not cover defects caused by abnormal use, misuse or neglect by the Buyer;
2. The Company agrees that if any defect covered by Clause 10.2.1 is discovered the Company will in its absolute discretion either:
1. repair the Goods at its own expense;
2. replace the Goods; or
3. refund the purchase price of the Goods.
3. The Buyer cannot claim the benefit of this clause unless:
1. the defect is discovered during the period of three months commencing with the date of delivery which is determined in accordance with Clause 4.1;
2. the Buyer informs the Company of the relevant defect in writing within three working days of discovering it.
4. The risk of accidental loss whilst the Goods are being returned will be borne by the Buyer.
5. Subject as expressly provided in these Terms, no other terms, whether conditions, warranties or innominate terms, implied by statute or common law, shall form part of this Contract and are excluded to the fullest extent permitted by law. (For the avoidance of doubt, nothing in this clause shall serve to exclude from the Contract any conditions implied by Section 12 of the Sale of Goods Act 1979 (as amended)).
3. Exclusion of consequential loss:
1. The Company shall not be liable for any consequential loss or indirect loss, damage and/or expense suffered by the Buyer or any customer of or purchaser from the Buyer (for which the Buyer shall hold the Company full and effectually indemnified) arising out of a breach by the Company of this Contract or tort or any other way (including loss arising from the Company's negligence). Non-exhaustive illustrations of consequential or indirect loss would be:
1. loss of profits;
2. loss of contracts;
3. damage to property of the Buyer or anyone else; and
4. personal injury to the Buyer or anyone else (except so far as such injury is attributable to the Company's negligence or fraudulent misrepresentation).
Without prejudice to any other provision in these Terms in any event the Company's total liability for any one claim or for the total of all claims arising from any one act or default of the Company (whether arising from the Company's negligence or otherwise) shall not exceed the Contract price of the Goods.
11. FORCE MAJEURE
The Company shall not be liable for any failure to deliver the goods arising from circumstances outside its reasonable control including without limitation an Act of God, war, riot, explosion, abnormal weather conditions, fire, flood, strikes, lockouts, acts, restrictions, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, accidents and shortage of materials, labour or manufacturing facilities.
1. Any notice to be given hereunder shall be in writing and shall be deemed to have been duly given if sent or delivered to:
1. the Company at P.J. Wiseman Ltd, Unit 14 Eastburn Mills, Eastburn, Nr Keighley, West Yorkshire, BD20 7SJ or phone 01535 656609 or to firstname.lastname@example.org or such other address as the Company may from time to time notify in writing; and
2. the Buyer at the address specified in its trade account application form or such other address as the Buyer may from time to time notify in writing and such notices shall be deemed to have been served, if sent by post, 48 hours after posting or if by facsimile transmission at the time of sending.
13. PROPER LAW AND JURISDICTION
The Contract shall be governed by and construed in accordance with English law and all disputes arising in connection with the Contract shall be submitted to the jurisdiction of the English Courts.
The headings of these Terms are for convenience only and shall have no effect on the interpretation thereof.
1. If any provision of the Contract shall be void or unenforceable in whole or in part, the remaining provisions and the remainder of the provision affected shall remain in full force and effect.
1. The Buyer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.
2. The Company may assign the Contract or any part of it to any person, firm or company.
1. Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
2. Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Buyer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
18. THIRD PARTY RIGHTS
The parties to the Contract do not intend that any terms of this Contract will be enforceable by virtue of the Contract (Rights of Third Parties) Act 1999 by any person who is not a party to it.