Lifting Online Terms & Conditions
LIFTING ONLINE – A&M DEFENCE & MARINE SERVICES LIMITED ONLINE SHOP TERMS AND CONDITIONS OF SUPPLY
Welcome to our online shop at www.liftingonline.co.uk (the “Online Shop”). The following terms and conditions (together with the documents referred to in it) (the “Terms”) form the basis on which A & M Defence & Marine Services Limited, a private limited company with number 06953770 and its registered office at 3 Old Barn Farm Road, Woolsbridge Industrial Estate, Three Legged Cross, Wimborne, Dorset, BH21 6SP and with VAT number GB 979 214 384 (references to “us, “we” and “our” to be construed accordingly) supply any of the goods listed on our Online Shop to you (references to “you” and “your” to be construed accordingly).
We belong to the Lifting Equipment Engineers Association.
Please read the Terms carefully before ordering any goods from our Online Shop. You should understand that by ordering any of our goods, you agree to be bound by the Terms.
We recommend that you print a copy of the Terms for future reference.
1.1 The Online Shop is directed at business customers only. If you are not a business customer DO NOT USE THIS ONLINE SHOP. If you choose to do so, we reserve the right to refuse to supply the goods to you without reason.
1.2 You are classified as a business customer where the goods supplied by us will be used in the course of your business. If you are not a business customer, you are a consumer.
2. YOUR STATUS AND ORDER
2.1 By placing an order through our Online Shop, you warrant that:
2.1.1. you are legally capable of entering into binding contracts;
2.1.2. you are at least 18 years old; and
2.1.3. you are a business customer.
2.2 You agree in respect of your order that:
2.2.1. all details contained in the order are complete, up-to-date, accurate and sufficient for us to fulfil your order; and
2.2.2. any specifications or instructions you have provided are complete and accurate.
3. CONTRACT FORMATION
3.1 These Terms shall apply to all contracts formed between you and us to the exclusion of any other terms you may seek to impose or incorporate, or which are implied by law or otherwise unless we agree, in writing, to vary these Terms and confirm, in writing, the variation.
3.2 All prices, specifications and descriptions made or referred to on the Online Shop are subject to availability and do not constitute an offer and may be withdrawn or revised at any time prior to our express acceptance of your order.
3.3 Your order constitutes an offer to us to buy the goods on these Terms and is not binding on us. All orders are subject to acceptance by us and we shall only be deemed to accept your order when we issue written acceptance of it (whether by email or other form of electronic communication), or when our carrier confirms despatch or when the goods are supplied to you.
3.4 The automated email confirmation which you are sent following the placing of your order does not constitute acceptance of the order and is only acknowledging your order.
4. PRICE AND PAYMENT
4.1 The price quoted excludes VAT (unless otherwise stated) at the applicable rate at the time of placing the order.
4.2 The price quoted excludes delivery charges, transportation, duties taxes and levies which are to be paid by you.
4.3 We may, by giving notice to you at any time up to 2 business days before delivery, increase the price of the goods to reflect any increase in the cost of the Goods that is due to:
4.3.1. any factor beyond our control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
4.3.2. any request by you to change the delivery date(s), quantities or types of goods ordered; or
4.3.3. any delay caused by your instructions or failure to give to us adequate or accurate information or instructions.
4.4 Our Online Shop contains a large number of goods and it is always possible that, despite our best efforts, some of the goods listed on the Online Shop may be incorrectly priced. We shall be under no obligation to provide goods at an incorrect (lower) price where the pricing error is obvious and unmistakeable.
4.5 Payment for all goods must be by credit or debit card unless agreed otherwise. We accept all major credit and debit cards except for American Express, Diners and Amex. If you have an approved credit account with us, payment may be made through such account.
4.6 All card payments are verified by Visa before your order can be lodged and where there are insufficient funds on your card you will not be able to place an order.
5.1 Where you wish to cancel your order, you must notify us within 72 hours of placing the order, and where you are in possession of the goods ordered, you must return the goods to us immediately, and at your own cost and risk. You will receive a full refund less a 20% or 30% restocking fee, depending on the goods ordered. Colour coded goods are subject to a restocking fee of 30% of the price and all other goods are subject to a restocking fee of 20% of the price. We shall only accept returns where the original packaging is intact and the goods unopened. You may also be required to refund us in full our delivery costs. You have a legal obligation to take reasonable care of the goods while they are in your possession. All goods must be securely packaged and where we arrange for collection of the goods, the consigned carriage is to be paid for by you. If you fail to comply, we may have a right of action against you for compensation.
5.2 If the contract is cancelled by you outside of the 72 hour period or if we cancel the contract (for any reason) you are then to pay us for all stock (finished or unfinished) that we may then hold (or to which we are committed) for the order.
5.3 We may suspend or cancel the contract, by written notice if:
5.3.1. you fail to pay us any money when due (under the contract or otherwise);
5.3.2. you (being a company), become subject to insolvency or administration proceedings or (being an individual), are subject to a bankruptcy petition or order; or
5.3.3. you fail to honour your obligations under the Terms.
6.1 All delivery times quoted are estimates only and we do not promise or make any representations to you that we will comply with specified delivery times. You acknowledge and accept that you shall have no claim against us, whether in tort and / or contract for our failure to meet delivery times and we shall not be liable for any delay in delivery of the goods.
6.2 We may deliver the goods in instalments. Each instalment is treated as a separate contract.
6.3 We shall arrange delivery to your premises and delivery shall be deemed to take place upon arrival of the goods at those premises. Signature of any delivery note by you, your agent or employee or by any independent carrier shall be conclusive proof of delivery. You shall be responsible for unloading the goods without causing delay to the carrier and we shall incur no liability whatever for damage caused to the goods on the course of unloading.
6.4 If you refuse to take possession of the goods on arrival at the premises, we shall be entitled to immediate payment of all outstanding sums, where payment has not already been received in clear funds, and to store the goods at your risk and expense.
6.5 You must inspect the goods on delivery. If any goods are damaged or not delivered, you must write to tell us within 48 hours of delivery or the expected delivery time. Otherwise you are deemed to have accepted the goods, that the goods are not damaged, lost and are satisfactory in all respects. You must give us (and any carrier) a fair chance to inspect the damaged goods. If written notification is made within 48 hours, and we are satisfied, acting reasonably, that the goods were defective, damaged or lost prior to delivery, we shall within a reasonable time, at our option, refund the price paid, replace or repair free of charge any defective, damaged or lost goods.
6.6 Where the goods are to be delivered outside the European Economic Area, you are responsible for the cost of any import licences and other consents as required from time to time and that the goods will not breach any laws or regulations of that country.
6.7 All goods to be delivered outside the European Economic Area are to be by UPS air.
7. RISK AND TITLE
7.1 The goods are at your risk from the time of delivery.
7.2 Until payment in full of all monies owing to us, including any debts, in relation to the goods or otherwise owing are received in cleared funds:
7.2.1. title to all goods remain with us and as such remain our property;
7.2.2. you shall store the goods separately from property belonging to third parties and in such a way that they are clearly identifiable as our property;
7.2.3. you shall have in place and maintain insurance for the goods (for such risks as a prudent owner would insure) and hold the insurance policy on trust for us; and
7.2.4. we are granted access to enter any premises where the goods may be stored at any time to inspect them and/or remove them.
7.3 We reserve our right to bring legal proceedings against you to recover monies owed to us and the goods supplied should we not receive all sums owing to us by the due date.
8.1 We warrant that the goods are free from material defects at the time of delivery (as long as you comply with clause 6.5 and you correctly use and store the goods) for a period of 12 months commencing on and including the time of delivery.
8.2 We give no other warranty (and exclude any warranty, term or condition that would otherwise be implied) as to the quality of the goods or their fitness for any purpose. Any replacement of the goods shall not extend the warranty period at clause 8.1.
8.3 We are not liable for any other loss or damage arising from the contract or the supply or non-supply of the goods or their use, even if we are negligent, including but not limited to:
8.3.1. loss of income or revenue;
8.3.2. loss of business;
8.3.3. loss of profits or contracts;
8.3.4. loss of anticipated savings;
8.3.5. loss of goodwill;
8.3.6. wasted management or office time;
8.3.7. for any other loss or damage of any kind however arising and whether caused by tort (including negligence) breach of contract or otherwise; and
8.3.8. indirect or consequential loss.
8.4 This shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out at clause 8.3. Our total liability to you (from one single cause) is limited to £10,000,000 (ten million pounds sterling).
8.5 This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
8.6 For all other liabilities not referred to elsewhere in these Terms our liability is limited in damages to the price of the goods.
9. INTELLECTUAL PROPERTY
All manuals, specifications, patterns, models, drawings, plans, software, data or information concerning the goods or their creation or development are strictly confidential and shall remain our sole property (whether or not commissioned by you).
10. RETURN OF THE GOODS
10.1 Other than under clauses 5.1 and 6.5, under no circumstances may goods supplied by us be returned without our prior written consent and you must provide us with an advice note stating the reason for the return together with the order reference number and date of order.
10.2 Should we consent in writing to the return of the goods, the goods must be returned to us at your cost and risk with the original packaging intact, unopened and the goods unused.
11. INSOLVENCY OR DEFAULT
11.1 Where you are subject to any of the events below or we reasonably believe you are about to become subject to such event, we may, without limiting any other right or remedy available to us, and without incurring any liability to you, stop any goods in transit and suspend further deliveries of the goods and further performance of the contract and by notice in writing, immediately determine the contract without prejudice to the licence granted us under condition 7.2.4 where:
11.1.1. 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) 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;
11.1.2. you commence negotiations 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;
11.1.3. (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 solvent reconstruction;
11.1.4. (being an individual) you are the subject of a bankruptcy petition or order;
11.1.5. 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;
11.1.6. (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;
11.1.7. (being a company) a floating charge holder over your assets has become entitled to appoint or has appointed an administrative receiver;
11.1.8. a person becomes entitled to appoint a receiver over your assets or a receiver is appointed over your assets;
11.1.9. any event occurs, or proceeding is taken, in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 11.1.1 to 11.1.8 (inclusive);
11.1.10. you suspend, threaten to suspend, cease or threaten to cease to carry on all or substantially the whole of your business;
11.1.11. your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the contract has been placed in jeopardy; and
11.1.12. (being an individual) you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
11.2 Termination of the contract, however arising, shall not affect any of the parties rights and remedies that have accrued as at termination.
12. WRITTEN COMMUNICATIONS
You accept that communication with us will be wholly or mainly electronic. We may contact you by e-mail or provide you with information by posting notices on our website: www.liftingonline.co.uk. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.
13.1 All notices given by you to us must be signed by you and in writing and sent to A & M Defence and Marine Services Limited at A&M Defence and Marine Services Limited, 3 Old Barn Farm Road
Woolsbridge Industrial Estate, Three Legged Cross, Wimborne, Dorset, BH21 6SP or such approved email address as notified to you. We may give notice to you at either the e-mail or postal address you provide to us when placing an order, or in any of the ways specified in clause 12 above. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
14. TRANSFER OF RIGHTS AND OBLIGATIONS
14.1 The contract between you and us is binding on you and us and on our respective successors and assignees.
14.2 You may not transfer, assign, charge or otherwise dispose of a contract, or any of your rights or obligations arising under it, without our prior written consent.
14.3 We may transfer, assign, charge, sub-contract or otherwise dispose of a contract, or any of our rights or obligations arising under it, at any time during the term of the contract.
15. EVENTS OUTSIDE OUR CONTROL
15.1 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 events outside our reasonable control (Force Majeure Event).
15.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
15.2.1. strikes, lock-outs or other industrial action;
15.2.2. civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
15.2.3. fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
15.2.4. disruption to the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
15.2.5. disruption to the use of public or private telecommunications networks; and
15.2.6. the acts, decrees, legislation, regulations or restrictions of any government.
15.3 Our performance under any contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under the contract may be performed despite the Force Majeure Event.
16.1 If we fail, at any time during the term of a contract, to insist upon strict performance of any of your obligations under the contract or any of these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled under the contract, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
16.2 A waiver by us of any default will not constitute a waiver of any subsequent default.
16.3 No waiver by us of any of these Terms will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 12.
If any of these Terms or any provisions of a contract are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
18. ENTIRE AGREEMENT
18.1 These Terms constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of any contract.
18.2 We each acknowledge that, in entering into a contract, neither of us relies on any representation or warranty (whether made innocently or negligently) that is not set out in these Terms.
18.3 Each of us agrees that our only liability in respect of those representations and warranties that are set out in the Terms (whether made innocently or negligently) will be for breach of contract.
18.4 Nothing in this clause limits or excludes any liability for fraud.
19. OUR RIGHT TO VARY THESE TERMS
19.1 We have the right to revise and amend these Terms.
20. THIRD PARTY RIGHTS
No contract will create any rights enforceable (by virtue of the Contracts (Rights of Third Parties) Act 1999) by any person not identified as buyer or seller.
21. TRANSFER OF INFORMATION
We may transfer personal information about you to those we may appoint to administer your account or recover amounts owing, which may include, for example, passing information about you to our insurers, debt recovery agents and solicitors, if you fail to pay us.
22. LAW AND JURISDICTION
Contracts for the purchase of goods through our Online Shop and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with such contracts or their formation (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of England.