These Terms will apply to any contract between us for the sale of Products to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products from our site. Please note that before placing an order you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our site.
Please note that these Terms are intended for use in sales to businesses and authorised persons. If you are not purchasing in the course of business please contact us by telephone or email to discuss your requirements.
We amend these Terms from time to time as set out in clause 6. Every time you wish to order Products or use our site, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms, and any Contract between us, are only in the English language.
1. INFORMATION ABOUT US
We operate the website fagron.co.uk. We are Fagron UK Limited a company registered in England and Wales under company number 6343757 and with our registered office at Coburg House, 1 Coburg Street, Gateshead NE8 1NS. Our main trading address is Media Exchange, 4B Coquet Street, Newcastle upon Tyne, NE1 2QB. Our VAT number is 920 5308 55.
2. OUR PRODUCTS
2.1 The images of the Products on our site are for illustrative purposes only. Although we have made every effort to display the products accurately, we cannot guarantee that your computer's display of the Products accurately reflects the Products. Your Products may vary slightly from those images.
2.2 The Products listed on our site vary from time to time, it is your responsibility to check that the description and other information and documents provided reflect the products you wish to purchase.
2.3 The packaging of the Products may vary from that shown on images on our site.
3. USE OF OUR SITE
You shall use our site in accordance with the Website Terms.
4. BASIS OF CONTRACT
4.1 You confirm that you have authority to bind any business on whose behalf you use our site to purchase Products.
4.2.1 supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter; and
4.2.2 take precedence over any other terms or conditions referred to or stipulated by you.
4.3 These Terms may not be varied unless we agree such variation in writing.
4.4 You acknowledge that in entering into this Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
4.5 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
5. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US
5.1 Our shopping pages will guide you through the steps you need to take to place an order with us. Our order process allows you to check and amend any errors before submitting your order to us. Please take the time to read and check your order at each page of the order process. When placing an order you are responsible for accurately identifying the Products, product codes, pack sizes, expiry dates, quantities and delivery address required.
5.2 After you place an order, you will receive an e-mail from us acknowledging that we have received your order. However, please note that this does not mean that your order has been accepted. Our acceptance of your order will take place as described in clause 5.3.
5.3 We will confirm our acceptance to you by sending you an e-mail that confirms that the Products have been despatched (Despatch Confirmation). The Contract between us will only be formed when we send you the Despatch Confirmation.
5.4 If we are unable to supply you with a Product, for example because that Product is not in stock or no longer available or because we cannot meet your requested delivery date or because of an error in the price on our site as referred to in clause 7.4, we will inform you of this by e-mail or telephone and we will not process your order. If you have already paid for the Products, we will refund you the full amount including any delivery costs charged as soon as possible.
5.5 The minimum order value is £50 excluding delivery. For orders which do not meet the minimum value, you will be contacted. If you do not respond within 48 hours, the order will be processed at £50 excluding delivery.
5.6 Each order confirmed in accordance with clause 5.3 gives rise to a separate Contract between you and us.
6. OUR RIGHT TO VARY THESE TERMS
6.1 We amend these Terms from time to time.
6.2 Every time you order Products from us, the Terms in force at the time of your order will apply to the Contract between you and us.
6.3 We may revise these Terms as they apply to your order from time to time to reflect changes in relevant laws and regulatory requirements.
7.1 The price payable by you will be our list price at the date of despatch.
7.2 Our list prices are quoted exclusive of any Government tax or duty and you shall pay any applicable Government tax or duty in addition to the price.
7.3 The price of a Product does not include delivery charges. Our delivery charges are as advised to you shown in the FAQs on our site and will be confirmed in the order confirmation email.
7.4 Our site contains a large number of Products. It is possible that, despite our efforts, some of the Products on our site may be incorrectly priced. If we discover an error in the price of the Products you have ordered we will contact to inform you of this error and we will give you the option of continuing to purchase the Product at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you. Please note that if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Products to you at the incorrect (lower) price.
8.1 Occasionally our delivery to you may be affected by an Event Outside Our Control. See clause 18 for our responsibilities when this happens.
8.2 The estimated delivery date we provide to you is an estimate only and failure to deliver on that date shall not be a breach of a Contract by us.
8.3 We will use reasonable endeavours to deliver on the estimated delivery date or within a reasonable time thereafter to the address nominated by you during the order process (delivery address).
8.4 Where we are unable to deliver an order in full we will, at our option and as appropriate:
8.4.1 Refund any payment made by you in respect of the undelivered quantity;
8.4.2 Invoice you only for the delivered quantity; or
8.4.3 Deliver any balance at a later date;
And the Contract between us shall be deemed amended accordingly.
8.5 Delivery of an Order shall be completed when the delivery note, drop sheet or courier proof of delivery is signed by a person present at the delivery address
9. RISK AND OWNERHIP
9.1 Risk in the Products shall pass to you on delivery.
9.2 Ownership of the Products shall not pass to you until you have paid to us;
9.2.1 the amounts payable under the Contract in respect of the Products; and
9.2.2 all other sums owed by you to us.
9.3 Until ownership of the Products passes to us you shall hold the products as our fiduciary bailee and
9.3.1 store the Products separately from all other goods held by you so that they remain readily identifiable as our property;
9.3.2 not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
9.3.3 maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; and
9.3.4 give us such information relating to the Products as the we may require from time to time.
9.4 You may in the ordinary course of business use the Products to manufacture other products, notwithstanding the fact that the Products remain our property.
9.5 You may in the ordinary course of business resell the Products, notwithstanding the fact that the Products remain our property.
9.6 Where you resell the Products under clause 9.4 or clause 9.5 you will;
9.6.1 hold the sale proceeds in a separate account as trustee for us; and
9.6.2 ensure that no other monies are paid into the account and ensure that the account remains in credit; and
9.6.3 account to us from the sale proceeds for the full amount owed to us by you.
9.7 We may, at any time before ownership in the Products passes to you, require you to return the Products to us immediately. If you fail to return the Products to us as requested we shall be entitled to enter the premises where the Products are held and remove the Products.
9.8 Your rights under clauses 9.4 and 9.5 will cease immediately if any of the events described in clause 16.2 apply.
10.1 We may issue an invoice to you at any time following our acceptance of your order.
10.2 We may require full or partial payment or other appropriate security prior to delivery.
10.3 Where clause 10.2 does not apply you will pay our invoices within 30 days of the date of the invoice, payment shall be made in cleared funds by same day bank transfer to a bank account nominated by us
10.4 If we have agreed credit terms with you then the payment provisions contained in your credit agreement will apply to orders placed in accordance with that credit agreement.
11. MANUFACTURER GUARANTEES
Some of the Products we sell to you come with a manufacturer's guarantee. For details of the applicable terms and conditions, please refer to the manufacturer's guarantee provided with the Products.
12. OUR WARRANTY FOR THE PRODUCTS
12.1 For Products which do not have a manufacturer's guarantee, we provide a warranty that on delivery and until any relevant expiry date or, if there is no applicable expiry date for a for a period of 3 months from delivery, the Products shall be free from material defects. However, this warranty does not apply in the circumstances described in clause 12.2 .
12.2 The warranty in clause 12.1 does not apply to any defect in the Products arising from:
12.2.1 fair wear and tear;
12.2.2 wilful damage, abnormal storage or working conditions, accident, negligence by you or by any third party;
12.2.3 if you fail to store, operate or use the Products in accordance with our instructions;
12.2.4 any alteration or repair by you or by a third party who is not one of our authorised repairers; or
12.2.5 any specification provided by you.
12.3 Where the Products supplied by us do not comply with the warranty provided by us under clause 12.1 then, subject to clause 13, you may return the Products to us and we shall bear the reasonable cost of return or you may make the Products available for collection by us.
12.4 We shall, at our absolute discretion, in relation to Products returned to us under clause 12.3:
12.4.1 deliver replacement Products;
12.4.2 repair the Products; or
12.4.3 provide you with a refund of all monies (including delivery charges) in respect of such Products.
12.5 Your rights under this clause 13 shall be your exclusive remedy in respect of defective Products.
13. INSPECTION OF PRODUCTS
13.1 On delivery you will inspect the Products and notify us within 14 days of any:
13.1.1 Defect in the Products;
13.1.2 Deviation from the ordered quantity, description, strength and pack size;
And failure to notify us within this 14 day period shall constitute your acceptance that the Products delivered are in accordance with the Contract.
13.2 Where any defect is not apparent on delivery you will notify us within 14 days of such defect becoming apparent and failure to notify us within this period will constitute your acceptance that the Products are in accordance with the Contract.
14. RETURN OF PRODUCTS
14.1 You may return Products to us:
14.1.1 Where these Terms specifically entitle you to return Products; or
14.1.2 Where the Products are the subject of a manufacturer’s recall.
14.2 Where you are entitled to return Products to us under these Terms, unless these Terms specifically provide otherwise, you will be responsible for arranging and paying for return.
14.3 Where you are returning Products:
14.3.1 covered by the Misuse of Drugs Act you will inform us of the details of return by telephone and by email providing us with the maximum length of notice possible in the circumstances;
14.3.2 of a hazardous nature you will package, store and transport such Products in accordance with applicable legal requirements relating to the handling of the hazardous chemicals and you will inform us of the details of return by telephone and by email providing us with the maximum length of notice possible in the circumstances;
14.3.3 which require temperature storage you shall only return such Products if they have been stored appropriately since receipt by you and are returned (appropriately packaged and transported) on the first working day following the day of delivery and you will inform us of the details of return by telephone and by email providing us with the maximum length of notice possible in the circumstances;
14.3.4 covered by a manufacturer’s recall you shall comply with the appropriate conditions imposed by the manufacturer, the Products shall be appropriately packaged and clearly identified in relation to the recall and you will inform us of the details of return by telephone and by email providing us with the maximum length of notice possible in the circumstances.
14.4 Risk in the returned products shall remain with you until the Products are unloaded at our premises.
15. YOUR OBLIGATIONS
15.1 In reselling the products you will comply with all applicable laws and regulations, including but not limited to laws relating to consumer protection.
15.2 You will on demand indemnify us and hold us harmless, on an after tax basis, against any loss we suffer due to your resale of the Products.
16.1 If you become subject to any of the events listed in clause 16.2, we may terminate the Contract with immediate effect by giving written notice to you.
16.2 For the purposes of clause 16.1, the relevant events are:
16.2.1 you suspend, or threaten to suspend, payment of your debts, or are unable to pay your debts as they fall due or admit inability to pay your debts, or (being a company or limited liability partnership) are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay your debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply;
16.2.2 you commence negotiation with all or any class of your creditors with a view to rescheduling any of your debts, or make a proposal for or enter into any compromise or arrangement with your creditors other than (where you are a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction;
16.2.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up, other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or a solvent reconstruction;
16.2.4 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed;
16.2.5 (being a company) the holder of a qualifying floating charge over your assets has become entitled to appoint or has appointed an administrative receiver;
16.2.6 a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
16.2.7 (being an individual) you are the subject of a bankruptcy petition or order;
16.2.8 a creditor or encumbrancer 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 your assets and such attachment or process is not discharged within 14 days;
16.2.9 any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 16.2.1 to clause 16.2.6 (inclusive);
16.2.10 you suspend, threaten to suspend, cease or threatens to cease to carry on all or a substantial part of your business;
16.2.11 your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy; and
16.2.12 (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or you become a patient under any mental health legislation.
16.3 Without limiting our other rights or remedies, we may suspend provision of the Products under the Contract or any other contract between us and you if you become subject to any of the events listed in clause 16.2.1 to clause 16.2.12, or we reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under this Contract on the due date for payment.
16.4 On termination of the Contract for any reason you shall immediately pay to us all of our outstanding unpaid invoices and interest.
16.5 Termination of the Contract, however arising, shall not affect any of the parties' rights, remedies, obligations and liabilities that have accrued as at termination.
16.6 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
17. OUR LIABILITY
17.1 Nothing in these Terms limits or excludes our liability for:
17.1.1 death or personal injury caused by our negligence;
17.1.2 fraud or fraudulent misrepresentation;
17.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
17.1.4 any other liability to the extent that the law prevents the exclusion or limitation of such liability
17.2 Subject to clause 17.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
17.2.1 any loss of profits, sales, business, or revenue;
17.2.2 loss or corruption of data, information or software;
17.2.3 loss of business opportunity;
17.2.4 loss of anticipated savings;
17.2.5 loss of goodwill; or
17.2.6 any indirect or consequential loss.
17.3 Subject to clause 17.1, our total liability to you in respect of all losses arising under or in connection with the Contract in any calendar year, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total amount paid by you for the Products in that calendar year.
17.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
17.5 Subject to clause 17.1 our employees and agents are not authorised to make, and we shall not be liable for:
17.5.1 any representation concerning the Products; or
17.5.2 any recommendation as to storage, application or use of the Products;
unless these are confirmed in writing by us.
17.6 Subject to clause 17.1 all descriptions and specifications are for identification only and do not form part of these conditions or give rise to any liability for us.
18. EVENTS OUTSIDE OUR CONTROL
18.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in clause 18.2.
18.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
18.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
18.3.1 we will contact you as soon as reasonably possible to notify you; and
18.3.2 our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
19. OTHER IMPORTANT TERMS
19.1 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
19.2 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
19.3 This Contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
19.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
19.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
19.6 A Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
19.7 We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).