Terms and Conditions
These Conditions apply to the use of the Seller’s services and access to the Website.
Whenever the Buyer accesses the Website or makes use of the Seller’s services, the Buyer is deemed to be accepting these Conditions in the form prevailing at that time (i.e. as most recently published on the Website).
The Seller reserves the right to change these Conditions as and when the Seller sees fit in its unfettered discretion. The Buyer must check whether changes have been made.
1. DEFINITIONS & APPLICATION
1.1 In these Conditions the following words shall have the following meanings:
“Buyer” means the individual firm partnership company or other body howsoever constituted acting as the buyer of Goods to be supplied either directly or indirectly or otherwise by the Seller.
“Contract” means any agreements between any Seller and the Buyer of which these Conditions form part.
“Goods” means the subject matter of the Contract including the raw materials, finished or semi-finished materials or articles and any goods supplied in substitution for or in replacement of or in addition thereto and any services connected with the sale of Goods described in the Order or in any specification of the Buyer whichever shall be accepted by the Seller.
“Order” means any order for Goods placed with the Seller by a Buyer
“Seller” means SNT Trading Limited, West House, King Cross Road, Halifax, HX1 1EB (Company Number: 06376703) trading as imero.co.uk “Website” means www.imero.co.uk
1.2 These Conditions alone shall govern and be incorporated in every Contract. They shall apply in place of and prevail over any terms or conditions, (whether or not in conflict or inconsistent with these Conditions), contained or referred to in any documentation submitted by the Buyer or in correspondence or elsewhere or implied by trade, custom, practice or course of dealing unless specifically excluded or varied in writing by a director or other authorised representative of the Seller and any purported provisions to the contrary are hereby excluded or extinguished.
1.3 Acceptance by the Buyer of delivery of the Goods shall (without prejudice to Condition 2 or any other manner in which acceptance of these Conditions may be evidenced) be deemed to constitute unqualified acceptance of these Conditions.
1.4 If, subsequent to any contract of sale which is subject to these Conditions, a contract of sale is made with the same buyer without reference to any conditions of sale or purchaser such contract howsoever made shall be deemed to be subject to these Conditions.
2. WEBSITE COPYRIGHT
2.1 All materials, including documents, images, illustrations and other materials that form part of this Website (collectively termed the ‘Contents’) are copyrights, trademarks, trade dress and/or other intellectual property rights controlled by or licensed to the Seller. In addition, this Website as a whole is protected by copyright, and all rights are reserved.
2.2 The Buyer may download or copy the Contents and other downloadable materials displayed on this Website for its personal use only. No right, title or interest in any downloaded materials is transferred to the Buyer as a result of any such downloading or copying. The Buyer may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Contents of this Website.
2.3 Any rights not expressly granted in clause 2.2 are reserved.
3. WEBSITE AVAILABILITY
3.1 While the Seller will endeavour to ensure that this Website is normally available twenty four hours a day, the Seller will not be liable if for any reason this Website is unavailable at any time or for any period.
3.2 Access to this Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Seller’s control.
4. USE OF WEBSITE
4.1 The Contents of this Website are for general information and use only and the Buyer should not rely on any such information. The Seller may make changes to the Contents of this Website at any time without notice. The Contents of this Website may be out of date, and the Seller makes no commitment to update such material
4.2 Neither the Seller nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this Website for any particular purpose. The Buyer acknowledges that such information and materials may contain inaccuracies or errors and the Seller expressly excludes liability for any such inaccuracies or errors to the fullest extent permitted by law.
4.3 The Buyer’s use of any information or materials on this Website is entirely at the Buyer’s own risk, for which the Seller shall not be liable. It shall be the Buyer’s own responsibility to ensure that any products, services or information available through this Website meet its specific requirements.
4.4 Unauthorised use of this Website may give to a claim for damages and/or be a criminal offence.
4.5 The Seller excludes all liability and responsibility for any amount or kind of loss or damage that may result to the Buyer or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Website in any way or in connection with the use, inability to use or the results of use of this Website, any websites linked to this Website or the material on such websites, including but not limited to loss or damage due to viruses that may infect the Buyer’s computer equipment, software, data or other property on account of the Buyers access to, use of, or browsing this Website or the Buyer downloading any material from this Website or any websites linked to this Website.
5. VISITOR MATERIAL AND CONDUCT
5.2 The Buyer is prohibited from posting or transmitting to or from this Website any material:
- that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;
- for which the Buyer has not obtained all necessary licences and/or approvals;
- which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in the UK or any other country in the world; or
- which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
5.3 The Buyer may not misuse this Website (including, without limitation, by hacking).
5.4 The Buyer may not create a link to this Website from another website or document without the Seller’s prior written consent.
5.5 The Seller will fully co-operate with any law enforcement authorities or court order requesting or directing the Seller to disclose the identity or locate anyone posting any material in breach of these Conditions.
5.6 If the Buyer’s use of material on this Website results in the need for servicing, repair or correction of equipment, software or data, the Buyer assumes all costs thereof.
6. WEBSITE LINKS
Links to third party websites on this Website are provided solely for the Buyer’s convenience. If the Buyer uses these links, the Buyer leaves this website. The Seller does not control and is not responsible for these websites or their content or availability. The Seller therefore does not endorse or make any representations about them, or any material found there, or any results that may be obtained from using them. If the Buyer decides to access any of the third party websites linked to this Website, the Buyer does so entirely at its own risk.
7. QUOTATIONS, ORDERS AND ACCEPTANCE
7.1 A quotation by the Seller does not constitute an offer and the Seller reserves the right to withdraw or revise the same at any time prior to the Seller’s acceptance of an Order.
7.2 The Seller’s acceptance of an Order shall be effective only when confirmed in writing by email by the Seller.
7.3 Subject to Condition 11, the Buyer may not cancel any Order once accepted by the Seller without the written consent of the Seller and the Buyer will in any event be liable to the Seller for all expenses or loss (including loss of profit) incurred by the Seller in relation to any such cancellation.
7.4 Goods are subject to availability. If, on receipt of an Order, the Goods ordered were shown as “in stock” and are subsequently not available from stock, the Seller will inform the Buyer as soon as possible and advise the Buyer of the expected delivery date.
8. DESCRIPTION AND PRICES
8.1 The description and prices payable for the Goods shall be those set out on the Website at the time of placing an Order or in accordance with any indication given verbally or in writing by the Seller from time to time. The Seller shall have the right at any time to withdraw any discount from its normal prices and/or to revise prices to take account of inflation and/or increases in costs including (without limitation) costs of any Goods materials carriage labour or overheads the increase or imposition of any tax duty or other levy and any variation in exchange rates.
8.2 Unless otherwise specified VAT and any other tax or duties payable by the Buyer shall be added to the price of the Goods. Our VAT number is 928554590
8.3 Any discount allowed to the Buyer shall be notified to the Buyer from time to time.
8.4 Unless otherwise stated origination expenses shall be added to the price and may be charged separately prior to delivery of the Goods.
8.5 Installation is not included in prices.
9. TERMS OF PAYMENT
9.1 Payment of invoices shall be made in full in advance without any deduction or set-off by either credit/debit card or PayPal. Time of payment shall be of the essence of all contracts between the Buyer and the Seller to which these Conditions apply. The Seller reserves the right to suspend the provision of Goods to the Buyer where any amounts are overdue under any contract with the Buyer until all such amounts have been paid.
9.2 Interest shall be payable on overdue accounts at the rate of 5% over National Westminster Bank PLC base rate from time to time to run from the due date for payment until receipt by the Seller of the full amount whether before or after judgment.
10.1 Delivery or despatch dates mentioned in any quotation, order acceptance form or elsewhere are approximate only and not of any contractual effect and the Seller shall not be under any liability to the Buyer in respect of any failure to deliver on any particular date or dates. The Seller will endeavour to deliver the Goods to the Buyer as soon as possible after an Order has been placed provided always that time for delivery shall not be of the essence of any contract to which these Conditions apply and shall not be made so by the service of any notice.
10.2 Delivery shall be at the Buyer’s premises unless otherwise stipulated or agreed by the Seller. The cost of delivery is not included in the price of the Goods but will be calculated on the basis of the value of the Order or weight of the Goods and the shipping destination. Costs of delivery and options for speed of delivery will be advised at the time of placing an Order as part of the online checkout process. Unless agreed in writing the Buyer shall unload and inspect the Goods immediately on their arrival at the Buyer’s premises.
10.3 If the Buyer refuses or fails to take delivery of Goods tendered in accordance with the contract or fails to take any action necessary on its part for delivery and/or shipment of the Goods the Seller shall be entitled to terminate the contract with immediate effect, to dispose of the Goods as the Seller may determine, and to recover from the Buyer any loss and additional costs incurred as a result of such refusal or failure (including without limitation storage costs from the due date of delivery).
10.4 Unless otherwise expressly agreed the Seller may effect delivery in one or more instalments. Where delivery is effected by instalments each instalment shall be treated as a separate contract governed by these Conditions.
10.5 The Buyer must notify the Seller within fifteen working days of receiving the Sellers despatch confirmation if the Goods have not been received by the Buyer.
10.6 Section 32(2) of the Sale of Goods Act 1979 shall not apply. The Seller shall not be required to give the Buyer the notice specified in Section 32(3) of that Act.
11. CANCELLATIONS AND RETURNS
11.1 If the Buyer wishes to cancel an Order the Buyer should notify the Seller by sending an e-mail to email@example.com stating the order acknowledgement number provided before the Seller has dispatched the Goods to the Buyer.
11.2 If the Goods have already been dispatched, the Buyer can still cancel an Order by returning the Goods to the Seller within seven working days of receipt of the Goods for a full refund, providing that the Goods are unused, in their original packaging and in saleable condition. Please note that in such cases the full cost of returning the Goods to the Seller shall be borne by the Buyer.
11.3 All Goods should be returned to the Seller at the address given in Condition 21.8. The Buyer should use an insured delivery service and obtain proof of posting, in case of loss or damage during transit to the Seller. Upon receipt of the Goods the Seller will issue the Buyer with a full refund of the price of the Goods only, subject to the provisions in Condition 11.2. The Seller accepts no liability for Goods returned to the Seller in any other condition or in any other circumstances.
11.4 These provisions do not affect the Buyer’s statutory rights and are not intended to be a full statement of the Buyer’s rights under the Distance Selling Regulations or any other legislation from time to time in force. Full details of a Buyers rights under the Distance Selling Regulations are available from any local Citizens Advice Bureau or Local Authority Trading Standards office.
12. RISK AND TITLE
12.1 Risk in the Goods shall immediately pass to the Buyer upon delivery of the Goods into the custody, care or control of the Buyer or its agents or to the carriers and the Buyer thereafter shall be responsible for all claims, actions and losses arising out of or in any way associated with the Goods.
12.2 Notwithstanding delivery and passing of risk, the Goods shall remain the property of the Seller until such time as the Buyer shall have paid to the Seller the agreed price (together with any accrued interest) and all other amounts owed by the Buyer to the Seller in respect of any other contract for the sale of Goods.
12.3 The Seller reserves the right to repossess and re-sell any Goods to which it has retained title and the Seller’s consent to the Buyer’s possession of the Goods and any right the Buyer may have to possession of the Goods shall in any event cease:-
12.3.1 if any sum owed by the Buyer to the Seller (whether in respect of the Goods or otherwise) is not paid to the Seller by the date when it is due; or
12.3.2 upon the happening of any of the events set out in Condition 20.1; or
12.3.3 if the Buyer commits a breach of any contract with the Seller.
12.4 The Buyer hereby grants an irrevocable right and licence to the Seller and its servants and agents to enter upon all or any of the Buyer’s premises with or without vehicles during normal business hours for the purpose of inspecting and/or re-possessing Goods to which it has retained title. This right and licence shall continue to subsist notwithstanding the termination for any reason of any contract which is subject to these Conditions and is without prejudice to any accrued rights of the Seller under such contracts or otherwise.
12.5 Notwithstanding the provisions of this Condition 12 the Seller shall be entitled to bring an action against the Buyer for the price of the Goods in the event of non-payment by the Buyer by the due date even though property in the Goods has not passed to the Buyer and/or shall have the right by notice to the Buyer at any time after delivery to pass property in the Goods to the Buyer as from the date of such notice.
13. THIRD PARTY RIGHTS
13.1 The Buyer shall indemnify the Seller against any and all claims liabilities costs and expenses incurred by or made against the Seller as a direct or indirect result of the carrying out of any work required to be done on or to the Goods involving any infringement or alleged infringement of any rights of any third party.
13.2 In respect of all other sales, if at any time any allegation of infringement of patent, copyright or design rights is made in respect of the Goods or if in the Seller’s reasonable opinion such an allegation is likely to be made, the Seller may at its option and at its own expense:-
13.2.1 modify or replace the Goods without detracting from overall performance thereof, so as to avoid the infringement; or
13.2.2 procure for the Buyer the right to continue to use the Goods; or
13.2.3 re-purchase the Goods at the price paid by the Buyer less depreciation at such rate as is applied by the Seller to its own equipment.
13.3 The Buyer shall notify the Seller forthwith of any claim made or action brought or threatened alleging infringement of the rights of any third party. The Seller shall have control over and shall conduct any such proceedings in such manner as it shall determine. The Buyer shall provide all such reasonable assistance as the Seller may request. The cost of any such proceedings shall be borne in such proportions as the parties shall determine.
14.1 Subject to the remaining provisions of these Conditions:
14.1.1 all Goods supplied by the Seller are sold to the Buyer with the benefit of the warranties, conditions, guarantees or indemnities given by the manufacturer of the Goods so far as the Seller is permitted to assign the same to the Buyer. Any such warranty given does not affect the Buyer’s statutory rights as a consumer;
14.1.2 any warranty given does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by the Buyer or any third party, use otherwise than as recommended by the Seller or the manufacturer, failure to follow these instructions, or any alteration or repair carried out without the Seller’s approval;
14.1.3 if the Goods supplied to the Buyer develop a defect while under warranty or the Buyer has any other complaint about the Goods, the Buyer should notify the Seller in writing by email to firstname.lastname@example.org, within 7 days of the date the Buyer discovered the damage, defect or complaint. Initially the Buyer will be responsible for returning the Goods to the Seller at the Buyer’s cost. The returned Goods will be inspected upon delivery to the Seller and providing the Goods have been returned as required the Buyer may be issued with a refund for the carriage costs incurred;
14.1.4 the Buyer must ensure that any installation of any product that requires installation is carried out by a qualified electrician or competent person as per the local building regulations any health safety regulations or other national regulations that are applicable from time to time. Failure to follow this will invalidate any warranty.
14.2 Notwithstanding Condition 14.1, the Seller’s aggregate liability to the Buyer whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstance exceed the cost of the defective, damaged or undelivered Goods which give rise to such liability (as determined by net price invoiced to the Buyer) in respect of any occurrence or series of occurrences.
14.3 Subject to this Condition 14:-
14.3.1 so far as is permitted by law, all conditions warranties and representations expressed or implied by statute common law or otherwise in relation to the Goods are hereby excluded;
14.3.2 the Seller shall be under no liability to the Buyer for any loss damage or injury, direct or indirect, resulting from defects in design, materials or workmanship or otherwise howsoever arising (and whether or not caused by the negligence of the Seller its employees or agents);
14.3.3 the Seller shall have no liability for any indirect or consequential losses or expenses suffered by the Buyer, howsoever caused, and including without limitation loss of anticipated profits, goodwill, reputation, business receipts or contracts, or losses or expenses resulting from third party claims.
15.1 The Seller shall not be liable to the Buyer:-
- for non-delivery unless a written claim is received by the Seller within 3 days from the date of the Seller’s invoice or advice note, whichever is the earlier;
- for shortages in quantity delivered unless the Buyer notifies the Seller of any claim for short delivery within 3 days of receipt of any Goods;
- for damage to or loss of the Goods or any part of them in transit (where the Goods are carried by the Seller’s own transport or by a carrier on behalf of the Seller) unless the Buyer shall notify the Seller of any such claim within 3 days of receipt of the Goods or the scheduled date of delivery whichever shall be the earlier;
- for defects in the Goods caused by fair wear and tear, abnormal or unsuitable conditions or storage or use or any act, neglect or default of the Buyer or of any third party;
- for other defects in the Goods unless notified to the Seller within 7 days of receipt of the Goods by the Buyer or where the defect would not be apparent on reasonable inspection within 3 months of delivery.
15.2 Where liability is accepted by the Seller under Condition 15.1 the Seller’s only obligation shall be at its option to make good any shortage or non-delivery and/or as appropriate to replace or repair any Goods found to be damaged or defective and/or to refund the cost of such Goods to the Buyer.
15.3 The Seller shall not be liable for any loss, damage or liability of any kind suffered by any third party directly or indirectly caused by repairs or remedial work carried out without the Seller’s prior written approval and the Buyer shall indemnify the Seller against any and all claims and costs arising out of such claims to the extent that such repairs or remedial work have been performed by the Buyer or its agents.
15.4 The Goods are intended for use in the European Union only and the Seller cannot confirm that the Goods comply with any laws, regulations or other standards applicable outside the European Union.
15.5 The Buyer will indemnify the Seller fully, defend the Seller and hold harmless the Seller from and against all claims, liability, damages, losses, costs (including reasonable legal fees) arising out of any breach of these Conditions by the Buyer or the Buyer’s use of this Website, or the use by any other person using the Buyers details.
15.6 Any samples supplied to the Buyer are supplied solely for information and in no way import any express or implied conditions or warranties as to quality, description, fitness for purpose or satisfactory quality and the Buyer shall be deemed to have satisfied itself as to such matters prior to ordering the Goods.
The Seller reserves the right to make without notice any changes in materials specifications or design of the Goods which having regard to all circumstances it considers to be reasonable or desirable but which do not affect the operational requirements of the Goods and such changes shall not affect the validity of the contract.
The Buyer shall meet the cost of any special packaging requested by the Buyer or any packaging rendered necessary by delivery by any means other than the Seller’s normal means of delivery. The Buyer shall unless otherwise agreed be solely responsible for the disposal of all packaging in accordance with all regulations (whether statutory or otherwise) relating to the protection of the environment.
18. LICENCES AND CONSENTS
If any licence or consent of any government or other authority shall be required for the acquisition, carriage or use of the Goods by the Buyer the Buyer shall obtain the same at its own expense and if requested produce evidence of the same to the Seller on demand. Failure to obtain any licence or consent shall not entitle the Buyer to withhold or delay payment of the price. Any additional expenses or charges incurred by the Seller resulting from such failure shall be for the Buyer’s account.
19. FORCE MAJEURE
19.1 The Seller shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Goods by the Seller being prevented hindered delayed cancelled or rendered uneconomic by reason of circumstances or events beyond the Seller’s reasonable control (“force majeure circumstances”) including but not limited to acts of God war riot strike lock-out trade dispute or labour disturbance accident break-down of plant or machinery fire flood storm difficulty or increased expense in obtaining workmen materials or transport or other circumstances affecting the supply of the Goods or of raw materials by the Seller’s normal source of supply or the manufacture of the Goods by the Seller’s normal means or the delivery of the Goods by the Seller’s normal route or means of delivery.
19.2 In force majeure circumstances the Seller may in its sole discretion terminate any contract for the supply of Goods pursuant to these Conditions or cancel delivery of Goods to the Buyer or may, with the agreement of the Buyer, deliver Goods at an agreed rate of delivery commencing after any suspension of deliveries.
19.3 If due to force majeure circumstances the Seller has insufficient stocks to meet all its commitments the Seller may apportion available stocks between its customers at its sole discretion.
20.1 If the Buyer (being an individual) enters into a voluntary arrangement or if a petition is presented for the making of a bankruptcy order against him or if he compounds with his creditors or if (being a company) an application for an order is made or a resolution is passed for the winding-up of the Buyer otherwise than for the purposes of amalgamation or reconstruction (previously approved in writing by the Seller) or if a meeting is called to approve the appointment of a liquidator to the Buyer or if a petition is presented to the Court for the appointment of a liquidator to the Buyer or if a receiver, manager, administrative receiver or administrator is appointed or a petition is presented to the Court for an appointment of an administrator to the Buyer or over any part of the Buyer’s undertaking or if circumstances arise which might entitle the Court or a creditor of the Buyer to appoint a receiver, manager, administrative receiver or administrator or which might entitle the Court to make a winding-up order or if the Buyer takes or suffers any similar or analogous action in consequence of debt or commits a breach of any contract between the Seller and the Buyer the Seller may without prejudice to any of its other rights stop any Goods in transit and/or suspend further deliveries to the Buyer and/or exercise its rights under Condition 12 and/or by notice in writing to the Buyer terminate any contract with the Buyer.
20.2 Upon termination of any contracts pursuant to Condition 20.1 any indebtedness of the Buyer to the Seller shall become immediately due and payable and the Seller shall be relieved of any further obligation to supply any Goods to the Buyer pursuant to such contracts.
21.1 None of the rights or obligations of the Buyer under these Conditions may be assigned or transferred in whole or in part without the prior written consent of the Seller.
21.2 The Buyer agrees to pay due regard to any information supplied by the Seller and relating to the use for which the Goods are designed to have been tested or concerning conditions necessary to ensure that they will be safe and without risk to health at all times when they are being set, used, cleaned or maintained by any person at work, and the Buyer undertakes to take such steps as may be specified by the above information to ensure that as far as reasonably practicable the Goods will be safe and without risks to health at all times as are mentioned above.
21.3 The Seller shall be entitled to a general lien on all Goods and property owned by the Buyer in the Seller’s possession (although the Buyer may have paid for the same in full) in satisfaction of the whole or part as the case may be of the unpaid price of any Goods sold and delivered to the Buyer under any contract. The Seller shall be entitled to offset any sum or sums owing to it from the Buyer against any sums owed by the Buyer to the Seller.
21.4 The headings of these Conditions do not form part of the Conditions and shall not affect their interpretation.
21.5 The Seller reserves the right to cancel and/or delay performance of any Contract in the event of material or persistent non-performance by the Buyer in relation to any contract between the Buyer and the Seller.
21.6 If any of these Conditions are held to be invalid, illegal or unenforceable in any respect whether in whole or in part such invalidity, illegality or unenforceability shall not prejudice the effectiveness of the rest of these Conditions or the remainder of any part of a Condition affected.
21.7 Failure by the Seller to exercise or enforce any rights under any contract subject to these Conditions shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement of such right at any time thereafter.
21.8 Any notice hereunder shall be in writing and be deemed to have been duly given if delivered personally or sent by pre-paid first class post (airmail if to an address outside the United Kingdom) or email to the Seller at: email@example.com.